TCR_Public/090427.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 27, 2009, Vol. 13, No. 115

                            Headlines


ABITIBIBOWATER INC: ACI Inks Waiver with Citibank Under RPA
ABITIBIBOWATER INC: Bankruptcy Cues Default Under Debentures
ABITIBIBOWATER INC: Shares Delisted From NYSE; TSX to Follow
ALFRED HELLER: Auction of Machinery & Equipment on April 30
AMARAVATHI LIMITED: Files for Chapter 11 Bankruptcy in Texas

AMARAVATHI LIMITED: Voluntary Chapter 11 Case Summary
AMERICAN SOUTHERN BANK: FDIC Appointed as Receiver
ASYST TECHNOLOGIES: Receives Delisting Notice from NASDAQ
ATHEROGENICS INC: May Begin Soliciting Votes; June 2 Plan Hearing
ATHEROGENICS INC: Court Okays Sale of Assets to Crabtree for $2MM

BERNARD L. MADOFF: Investors With Losses Exempted From Clawback
BERRY PLASTICS: Loan Repurchase Cues Moody's Junk Rating
BES INVESTIMENTO: Moody's Affirms Bank Strength Rating to 'D+'
BEXAR COUNTY HOUSING: Moody's Affirms 'Ba1' Rating on 2001A Bonds
BOISE CASCADE: Moody's Downgrades Corporate Family Rating to 'B2'

BORDERS GROUP: Will Reconstruct Board of Directors
BSC DEV'T: Court Names Morris Horwitz as Statler Towers' Trustee
CADENCE HI HOPE: Voluntary Chapter 11 Case Summary
CHARTER COMMUNICATIONS: Nasdaq to Delist Shares Effective May 4
CHRISTIAN T. LOZANO: Case Summary & 13 Largest Unsecured Creditors

CHRYSLER LLC: Gov't Denies Report on Bankruptcy Filing This week
CHRYSLER LLC: Dollar Thrifty Has Potential Credit Exposure
COACHMEN INDUSTRIES: Gabelli, et al., Disclose 14.74% Equity Stake
CORNERSTONE MINISTRIES: Court Confirms Joint Chapter 11 Plan
CRUSADER ENERGY: Gunn Oil Group Objects to Use of Cash Collateral

DAYTON SUPERIOR: Can Hire Kurtzman Carson as Notice & Claims Agent
DEL MONTE CORP: Moody's Upgrades Senior Debt Rating to 'B1'
DELPHI CORP: Gains Court Approval to Amend Accommodation Agreement
DELPHI CORP: Court Approves Disbandment of Shareholders' Panel
DELTA GROUP: Voluntary Chapter 11 Case Summary

DOLLAR THRIFTY: Discloses Credit Exposure to Chrysler and GM
DOLLAR THRIFTY: Board Approves 2009 Compensation Plan for Execs
DOUGLAS JACKSON: Case Summary & 20 Largest Unsecured Creditors
DREIER LLP: Auction of Office Furniture on April 30
EPIX PHARMA: Files Amendment to Exchange Offer Documents

EPIX PHARMA: Needs At Least $50MM By August to Keep Itself Afloat
EZ RENT TO OWN: Case Summary & 7 Largest Unsecured Creditors
FIRST BANK OF BEVERLY HILLS: FDIC Appointed as Receiver
FIRST BANK OF IDAHO: FDIC Appointed as Receiver
FIRST INDUSTRIAL: Moody's Downgrades Senior Debt Rating to 'Ba1'

FOOT LOCKER: Moody's Confirms Corporate Family Rating at 'Ba3'
FORD MOTOR: Posts $1.4BB Q1 2009 Net Loss, Won't Seek Fed Loan
FORD MOTOR: Expects Deal for Volvo Within Next 12 Months
FORD MOTOR CREDIT: Posts $13 Million First Quarter Net Loss
GAINEY CORP: Court Extends Plan Filing Period to June 1

GAINEY CORP: May Continue to Use Cash Collateral Until April 22
GENERAL GROWTH: Wilmington Trust Named to Creditors' Committee
GENERAL GROWTH: Moody's Reviews Ratings on 15 Rake Bonds
GENERAL MOTORS: Morrison & Foerster Offers Bankruptcy Blueprint
GENERAL MOTORS: Dollar Thrifty Says It Has No Credit Exposure

HOLLYWOOD THEATERS: Restructuring Doubts Cue Moody's Junk Rating
HUNTINGTON BANCSHARES: Fitch Cuts Preferred Stock Rating to 'BB'
INNOVATIVE COMPANIES: Wants Access to Citibank's Cash Collateral
INNOVATIVE COMPANIES: Wants to Hire Moritt Hock as Bankr. Counsel
INNOVATIVE COMPANIES: Court Extends Schedules Filing Until May 18

J.M. PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
JULIE GEORGIADIS: Case Summary & 3 Largest Unsecured Creditors
KGEN LLC: Moody's Confirms 'B1' Rating on Senior Credit Facilities
LA HOTEL: Wants to Use Cash Securing Repayment for GE Capital Loan
LEHMAN BROTHERS: LB 2080's Voluntary Chapter 11 Case Summary

LIGHTHOUSE PLACE: Case Summary & 1 Largest Unsecured Creditor
LOUISIANA PUBLIC: S&P Downgrades Long-Term Ratings to 'BB'
LYONDELL CHEMICAL: Holding Company Seeks Chapter 11 Protection
LYONDELL CHEMICAL: Two Units' Voluntary Chapter 11 Case Summary
MARCOS DIAZ: Case Summary & 11 Largest Unsecured Creditors

MARRIOT INTERNATIONAL: Moody's Reviews 'Ba1' Preferred Debt Rating
MCCLATCHY CO: Posts $37.7 Million Net Loss in First Quarter 2009
MGM COMMERCIAL: Files for Chapter 11 Bankruptcy Protection
MGM COMMERCIAL: Voluntary Chapter 11 Case Summary
MICHIGAN HERITAGE BANK: FDIC Named as Receiver; Deposits Sold

MITCHELL J. MJL: Case Summary & 20 Largest Unsecured Creditors
MKA REAL ESTATE: Involuntary Chapter 11 Case Summary
MOBILE ALABAMA: Case Summary & 12 Largest Unsec. Creditors
MONACO COACH: To Sell RV Unit to Navistar for $52 Million
MRU HOLDINGS: Faces Securities Class Action From Brualdi Law Firm

MT BALDY RANCH: Voluntary Chapter 11 Case Summary
NAVISTAR INC: To Acquire Monaco Coach's RV Unit for $52 Million
NEXPAK CORPORATION: Can Access Cash Collateral Until July 31
NEXPAK CORPORATION: Delaware Claims Approved as Claims Agent
NOBLE INT'L: U.S. Trustee Forms Three-Member Creditors Committee

NORTH RIVER GROUP: Case Summary & 6 Largest Unsecured Creditors
NYU HOSPITALS: Moody's Upgrades Bond Ratings From 'Ba2'
OFFICE MAX: Moody's Downgrades Corporate Family Rating to 'B1'
PANAVISION INC: S&P Downgrades Corporate Credit Rating to 'CCC'
PATRICK CROSBY: Case Summary & 20 Largest Unsecured Creditors

PENNSYLVANIA SN: Files Articles of Dissolution on April 20
PETTERS GROUP: May Transfer Polaroid Domain Name to Polaroid Corp.
PHOENIX FOOTWEAR: $18.8MM Net Loss in 2008; Going Concern Doubt
PENNSYLVANIA SN: Files Articles of Dissolution on April 20
PETTERS GROUP: May Transfer Polaroid Domain Name to Polaroid Corp.

RAVELLO LANDING: Files Amended List of Largest Unsecured Creditors
RECKSON OPERATING: Moody's Affirms Senior Debt Ratings at 'Ba2'
REMEDIATION FINANCIAL: Disclosure Statement Hearing on June 25
SILICON GRAPHICS: Nasdaq to Delist Common Stock Effective May 4
SILLK MILLS VENTURES: Case Summary & 7 Largest Unsecured Creditors

SOWESTBRECK: Case Summary & 20 Largest Unsecured Creditors
SPS INC: Case Summary & 1 Largest Unsecured Creditor
SUNTRUST BANKS: Moody's Downgrades Preferred Stock Rating to 'Ba2'
TITLE TWO: Scotts Valley City Can't Foreclose on 17.6-Acre Parcel
TITLEMAX HOLDINGS: Wants to Use Cash Securing Merrill Lynch Loan

TITLEMAX HOLDINGS: Wants Schedules Filing Extended Until June 4
TITLEMAX HOLDINGS: Taps Phoenix Management as Financial Advisors
TITLEMAX HOLDINGS: Proposes Stephens Inc. as Investment Banker
TITLEMAX HOLDINGS: Taps Epiq Bankruptcy as Noticing & Claims Agent
TRIAD RESOURCES: Hires Barrier Advisors to Manage Bankruptcy Sales

TRIBUNE CO: Court Extends Plan Filing Deadline to August 4
TRIBUNE CO: Seeks to Make $13+ Million in 2008 Incentive Payments
TRIBUNE CO: Withdraws Bid to Sell Westline Property
TRIBUNE CO: Chicago Tribune Terminates 53 Newsroom Employees
TRIBUNE CO: Alvarez & Marsal Bills $2.8MM for 3-Months' Work

US EXPRESS: S&P Changes Outlook to Negative; Affirms 'B+' Rating
VELOCITY PORTFOLIO: In Talks with Lender on Covenant Violations
W.R. GRACE: Posts $38.9 Million First Quarter 2009 Net Loss
W.R. GRACE: Prosecutors Call Final Witness In Grace Criminal Case
WWW.FLATSIGNED.COM: Case Summary & 20 Largest Unsecured Creditors

* Moody's Reports Impact of Auto Industry on Municipal Issuers

* BOND PRICING -- Week From April 20 to April 24, 2009



                            *********


ABITIBIBOWATER INC: ACI Inks Waiver with Citibank Under RPA
-----------------------------------------------------------
AbitibiBowater Inc. said in a filing with the Securities and
Exchange Commission on April 22, that at that time of their
bankruptcy filing, Abitibi-Consolidated Inc., its subsidiary,
certain of Abitibi's affiliates, Citibank, N.A., and Citibank,
N.A., London Branch entered into an omnibus waiver and amendment,
to Abitibi's:

    1. Amended and Restated Receivables Purchase Agreement dated
       as of January 31, 2008, as previously amended; and

    2. Amended and Restated Purchase and Contribution Agreement
       dated as of January 31, 2008, as previously amended,

among Abitibi, Abitibi Consolidated Sales Corporation and Abitibi-
Consolidated U.S. Funding Corp.

Prior to entering into the Waiver and Amendment, the Agent was
notified that (i) the Company and ACSC were considering the
possibility of filing for bankruptcy in Delaware, (ii) Abitibi was
considering the possibility of commencing a voluntary proceeding
with the Superior Court of Quebec, as well as a proceeding under
Chapter 15 of the United States Bankruptcy Code, and (iii) the
authorization and commencement of the Chapter 11 Cases, the
Chapter 15 Cases and the CCAA Proceeding would constitute, and the
failure to pay certain debts that are otherwise stayed by the U.S.
Court or the Canadian Court in such proceedings, as the case may
be, or the written admission of an inability to pay such debts,
might constitute, certain servicer defaults under the RPA or
certain defaults under the RPA and the PCA.

Pursuant to the Waiver and Amendment, the parties (a) agreed to
waive the Bankruptcy Event of Termination and (b) agreed that the
taking of corporate action by the Company, Abitibi or ACSC to
authorize, and the commencement of, the Chapter 11 Cases and the
CCAA Proceeding, and the failure of the Company, Abitibi or ACSC
to pay certain debts otherwise stayed by the U.S. Court or the
Canadian Court, as the case may be, or the written admission by
the Company, Abitibi or ACSC of its inability to pay such debts,
will not result in the occurrence of the Facility Termination Date
under the PCA or the Commitment Termination Date or the Facility
Termination Date under the RPA.

The Waiver and Amendment also amended the RPA to, among other
things:

   (i) revise certain representations and warranties to reflect
       the Chapter 11 Cases and the CCAA Proceeding,

  (ii) revise the definition of "Eligible Receivables" to provide
       that a receivable is an "Eligible Receivable" if, among
       other things, it is not excluded from the Insurance Policy
       (as defined in the RPA) by virtue of the provisions of
       Section 8(6) of the Insurance Policy,

(iii) revise the definition of "Servicer Default" to reflect the
       Chapter 11 Cases and the CCAA Proceeding,

  (iv) add certain reporting covenants, including an obligation of
       ACSC (x) to provide to the Agent weekly reports of daily
       operating expenses and (y) to provide to the Agent 13-week
       rolling forecasts (or similar financial reports) if the
       Company, Abitibi or ACSC, as applicable, is required to
       deliver such reports to the holder of any Debt (as defined
       in the RPA) incurred after the petition date of the Chapter
       11 Cases or the filing date of the CCAA Proceeding, and

   (v) add new events of termination including (w) failure to meet
       a ratio (expressed as a percentage) calculated by dividing
       the outstanding capital of receivables by net receivables
       pool balance exceeds 80% (unless cured by ACUSF), (x) the
       Insurance Policy (as defined in the RPA) will for any
       reason be terminated or otherwise no longer be in full
       force and effect, (y) certain specified bankruptcy-related
       events occur during the course of the Chapter 11 Cases and
       the CCAA Proceeding, and (z) the date which is the earlier
       of (A) 45 days following the earlier of the Petition Date
       and the Filing Date and (B) the effective date of a debtor-
       in-possession financing facility for Abitibi and ACSC
       providing for the payment in full in cash of all capital
       of all receivable interests and all other amounts owing
       under the RPA, PCA and other transaction documents.

In addition, the Waiver and Amendment amended the PCA to (i)
revise a representation and warranty to reflect the Chapter 11
Cases and the CCAA Proceeding and (ii) revise the definition of
"Eligible Receivables" to provide that a receivable is an
"Eligible Receivable" if, among other things, it is not excluded
from the Insurance Policy (as defined in the PCA) by virtue of the
provisions of Section 8(6) of the Insurance Policy.

The Waiver and Amendment also amended the Waiver and Amendment
No. 4 to Amended and Restated Receivables Purchase Agreement dated
as of April 1, 2009, by providing that ACSC may in a daily request
for the release of collections for the purpose of financing daily
operations, request amounts necessary to fund daily operating
expenses for such day and the next two business days provided that
(i) such request may only be made once and (ii) the Agent may not,
in its discretion, honor such request if the release of such
collections would result in a ratio (expressed as a percentage)
computed on such day by dividing (x) the outstanding capital as of
such date by (y) the net receivables pool balance on such date
being greater than 75%.  The maximum commitment available under
the RPA remains US$210 million.

Abitibi informed the Commission that the Waiver and Amendment has
been approved by the U.S. Court on an interim basis and is subject
to final approval of the U.S. Court.  The Waiver and Amendment has
also been approved by the Canadian Court.

A full-text copy of the Waiver and Amendment is available at no
charge at http://ResearchArchives.com/t/s?3bdf

                   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 protection under
Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr.
D. Del. Lead Case No. 09-11296).  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 advisors are 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.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 11 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

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

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


ABITIBIBOWATER INC: Bankruptcy Cues Default Under Debentures
------------------------------------------------------------
AbitibiBowater Inc. informed the Securities and Exchange
Commission in a filing on April 22 that the Company and its
affiliates' bankruptcy filings in the U.S. and Canada constitute
or may constitute an event of default or otherwise triggers or may
trigger repayment obligations under the express terms of certain
instruments and agreements relating to direct financial
obligations of the Company and its subsidiaries.

AbitibiBowater said that, as a result of such an event of default
or triggering event, substantially all obligations under the Debt
Documents would, by the terms of the Debt Documents, have or may
become due and payable.  Any efforts to enforce such payment
obligations against any of them under the Debt Documents are
stayed as a result of their commencement of the Chapter 11 Cases
in the U.S. Court and pursuant to the initial order made in the
CCAA Proceeding.

The material Debt Documents, and the approximate principal amount
of debt outstanding thereunder as of December 31, 2008, are:

                                           Principal Amount
                                           Outstanding as of
  Debt Documents                           December 31, 2008
  --------------                           -----------------
Unsecured Debt of Abitibi:
  8.55% Notes due 2010 issued by
  Abitibi-Consolidated Inc.                       $395,000,000

  15.50% Senior Notes due 2010
  issued by Abitibi-Consolidated
  Company of Canada                                293,000,000

  7.75% Notes due 2011 issued by
  Abitibi-Consolidated Company of Canada           200,000,000

  Floating Rate Notes due 2011 issued by
  Abitibi-Consolidated Company of Canada           200,000,000

  6.00% Notes due 2013 issued by Abitibi-
  Consolidated Company of Canada                   350,000,000

  8.375% Notes due 2015 issued by Abitibi-
  Consolidated Company of Canada                   450,000,000

  7.40% Debentures due 2018 issued by
  Abitibi-Consolidated Inc.                        100,000,000

  7.50% Debentures due 2028 issued by
  Abitibi-Consolidated Inc.                        250,000,000

  8.50% Debentures due 2029 issued by
  Abitibi-Consolidated Inc.                        250,000,000

  8.85% Debentures due 2030 issued by
  Abitibi-Consolidated Inc.                        450,000,000

Secured Debt of Abitibi:
  13.75% Senior Secured Notes due 2011
  issued by Abitibi-Consolidated
  Company of Canada                                413,000,000

  Senior Secured Term Loan due March 2009
  by Abitibi-Consolidated Company of
  Canada as borrower                               347,000,000

Unsecured Debt of Bowater:
  9.00% Debentures due 2009 issued by
  Bowater Incorporated                             248,000,000

  Floating Rate Senior Notes due 2010
  issued by Bowater Incorporated                   234,000,000

  10.60% Notes due 2011 issued by Bowater
  Canadian Forest Products Inc.                     70,000,000

  7.95% Notes due 2011 issued by Bowater
  Canada Finance Corporation                       600,000,000

  9.50% Debentures due 2012 issued by
  Bowater Incorporated                             125,000,000

  6.50% Notes due 2013 issued by Bowater
  Incorporated                                     400,000,000

  10.85% Debentures due 2014 issued by
  Bowater Canadian Forest Products Inc.            103,000,000

  7.625% Recycling facilities revenue bonds
  due 2016 by Bowater Incorporated as borrower      30,000,000

  9.375% Debentures due 2021 issued by
  Bowater Incorporated                             200,000,000

  7.75% Recycling facilities revenue bonds
  due 2022 by Bowater Incorporated as borrower      62,000,000

  7.40% Recycling facilities revenue bonds
  due 2022 by Bowater Incorporated as borrower      40,000,000

  Floating Rate Industrial revenue bonds due
  2029 by Bowater Incorporated as borrower          34,000,000

Secured Debt of Bowater
  U.S. bank credit facility terminating May 2011
  among Bowater Incorporated, Bowater Alabama LLC,
  Bowater Newsprint South LLC, and Bowater
  Newsprint South Operations LLC as borrowers      280,000,000
  Canadian bank credit facility terminating
  June 2009 by Bowater Canadian Forest Products
   Inc., as borrower                               50,000,000

Unsecured Debt of AbitibiBowater:
  8% (10% if paid in kind) Convertible Notes
  due 2013 issued by AbitibiBowater Inc.          369,000,000

                   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 protection under
Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr.
D. Del. Lead Case No. 09-11296).  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 advisors are 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.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 11 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

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

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


ABITIBIBOWATER INC: Shares Delisted From NYSE; TSX to Follow
------------------------------------------------------------
AbitibiBowater Inc. has told the Securities and Exchange
Commission that on April 16, 2009, the Company received a notice
from the New York Stock Exchange stating that the NYSE had
determined that the listing of the Company's common stock should
be suspended immediately.  The NYSE noted that it reached this
decision in light of the Company's bankruptcy filing.

The last day that the Company's common stock traded on the NYSE
was April 15, 2009.  The Company does not intend to take any
further action to appeal the NYSE's decision, and therefore it is
expected that the common stock will be delisted after the
completion of the NYSE's application to the Securities and
Exchange Commission.

In addition, on April 16, 2009, the Company received a letter from
the TSX to the effect that trading of the common stock of the
Company and the exchangeable shares of AbitibiBowater Canada Inc.
had been suspended and will be delisted effective at the close of
market on May 15, 2009.

                   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 protection under
Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr.
D. Del. Lead Case No. 09-11296).  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 advisors are 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.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 11 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles
the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

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).


ALFRED HELLER: Auction of Machinery & Equipment on April 30
-----------------------------------------------------------
AJ Willner Auctions will conduct a bankruptcy auction of
machinery, equipment and vehicles of Alfred Heller Heat Treating
Co. on April 30 at 11:00 a.m. at 5 Wellington Ave., Clifton, New
Jersey.

For further details, please visit http://www.ajauctions.com/or
call AJ Willner Auctions at (908) 789-9999.

AJ Willner Auctions will sell the company's 4.5 acre industrial
complex at an auction on May 20, 2009.

Based in Clifton, New Jersey, Alfred Heller Heat Treating Co.
filed for Chapter 11 relief on February 4, 2008 (Bankr. D. N.J.
Case No. 08-12027).  The company listed assets and debts of less
than $50,000.


AMARAVATHI LIMITED: Files for Chapter 11 Bankruptcy in Texas
------------------------------------------------------------
Amaravathi Limited Partnership and Amaravathi Keerthi LLC filed
for Chapter 11 of the United States Bankruptcy Code before the
United States Bankruptcy Court for the Southern District of Texas.

In December 2006, the Debtors entered into four separate
promissory notes for the Green I Property, Green II Property,
Canyon Creek Property and Steiner Ranch Property, respectively,
with Column Financial, Inc. in the cumulative original principal
amount of $180,234,000.  Each of the notes is secured by a
separate Deed of Trust and Security Agreement, Cash Management
Agreement, and Assignment of Leases and Rents.  Pursuant to
various assignments, endorsements and transfers, the notes and
underlying security interests are currently held by Wells Fargo
Bank N.A., as trustee for the Registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Pass-Through
Certificates, Series 2007-C1.  In addition to its secured
creditor, the Debtors owe approximately $9.5 million to unsecured
creditors.

The Debtors have four separate outstanding promissory notes
pursuant to the Wells Fargo Notes.  The current outstanding
principal balance on notes is $180,234,000.  The Wells Fargo notes
are secured by first priority liens on substantially all of the
Debtors' assets.

In April 2009, the noteholders, acting by and through Midland Loan
Services Inc. as special servicer, alleged certain defaults on the
Wells Fargo Notes, and thereafter initiated proceedings in
Williamson County, Texas, to obtain a temporary restraining order
against the Debtors and appoint a receiver for the Properties.  On
April 22, 2009, the Williamson County Court entered a temporary
restraining order and appointed Jay Parmmelee as receiver of the
Debtors' properties.

In a separate filing, the Debtors are asking the Court for
permission to use, on the interim basis, $244,248 which
constitutes Wells Fargo's cash collateral, in accordance with a
proposed budget, to meet their ongoing postpetition obligations
including payment of payroll and funding their business
operations.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3bd4

Headquartered in Houston, Texas, Amaravathi Limited Partnership
develops, manages and leases upscale apartment complexes
throughout the state of Texas.  Amaravathi owns and operates the
four apartment complexes -- Mansions on Green I, located at 7710
O'Connor Drive, Round Rock, Williamson County, Texas 78681;
Mansions on Green II, located at 7720 O'Connor Drive, Round Rock,
Williamson County, Texas 78681; Mansions at Canyon Creek, located
at 9001 N UR-620 Austin, Travis County, Texas 78726; and Mansions
at Steiner Ranch, located at 4500 Steiner Ranch Blvd., Austin,
Travis County, Texas 78732.  The Debtors listed both assets and
debt between $100 million and $500 million in their petition.


AMARAVATHI LIMITED: Voluntary Chapter 11 Case Summary
-----------------------------------------------------

Debtor: Amaravathi Limited Partnership
        dba Monterone Round Rock
        dba Mansions at Steiner Ranch
        dba Monterone Canyone Creek
        dba Mansions on the Green II
        dba Monterone Steiner Ranch
        dba Mansions at Canyon Creek
        dba Mansions on the Green I
        4420 F.M. 1960 West, Suite 224
        Houston, TX 77068

Bankruptcy Case No.: 09-32754

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Amaravathi Keerthi, LLC                            09-32755

Type of Business: The Debtors own and operate four apartment
                  Complexes in Round Rock and Austin, Texas.

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Kyung Shik Lee, Esq.
                  klee@diamondmccarthy.com
                  Diamond McCarthy Taylor and Finley
                  909 Fannin, Ste. 1500
                  Houston, TX 77010
                  Tel: (713) 333-5125
                  Fax: (713) 333-5195

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by Chowdary Yalamanchili, manager.


AMERICAN SOUTHERN BANK: FDIC Appointed as Receiver
--------------------------------------------------
American Southern Bank, Kennesaw, Georgia, was closed Friday by
the Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Bank of North Georgia, Alpharetta, Georgia, to
assume all of the deposits, excluding those from brokers, of
American Southern Bank.

The one office of American Southern Bank will reopen on Monday as
a branch of Bank of North Georgia.  Depositors of American
Southern Bank will automatically become depositors of Bank of
North Georgia.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers of both banks should continue to use their existing
branches until Bank of North Georgia can fully integrate the
deposit records of American Southern Bank.

Over the weekend, depositors of American Southern Bank can access
their money by writing checks or using ATM or debit cards.  Checks
drawn on the bank will continue to be processed.  Loan customers
should continue to make their payments as usual.

As of March 30, 2009, American Southern Bank had total assets of
approximately $112.3 million and total deposits of $104.3 million.
Bank of North Georgia paid a premium of 0.003 percent to acquire
the deposits of American Southern Bank.

Bank of North Georgia will not assume $48.7 million in brokered
deposits held by American Southern Bank.  The FDIC will pay the
brokers directly for the amount of their funds.  Customers who
placed money with brokers should contact them directly for more
information about the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-323-6111.  Customers who would like more
information about today's transaction can also visit the FDIC's
Web site at:

   http://www.fdic.gov/bank/individual/failed/amsouthern.html

In addition to acquiring $55.6 million of the failed bank's
deposits, Bank of North Georgia agreed to purchase approximately
$31.3 million in assets. The FDIC will retain any remaining assets
for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.9 million. Bank of North Georgia's acquisition of all
the deposits of American Southern Bank was the "least costly"
resolution for the FDIC's Deposit Insurance Fund compared to
alternatives.  American Southern Bank is the 26th bank to fail in
the nation this year and the fifth in the state.  The last bank to
fail in Georgia was Omni National Bank, Atlanta, on March 29.

Congress created the Federal Deposit Insurance Corporation --
http://www.fdic.gov-- in 1933 to restore public confidence in the
nation's banking system.  The FDIC insures deposits at the
nation's 8,305 banks and savings associations and it promotes the
safety and soundness of these institutions by identifying,
monitoring and addressing risks to which they are exposed.  The
FDIC receives no federal tax dollars -- insured financial
institutions fund its operations.


ASYST TECHNOLOGIES: Receives Delisting Notice from NASDAQ
---------------------------------------------------------
Asyst Technologies, Inc. has received a staff determination letter
from the NASDAQ Stock Market stating that the company's common
stock is subject to delisting from the NASDAQ Global Market in
accordance with Nasdaq Marketplace Rules 5100, 5110(b), and
IM-5100-1.  The letter was issued as a result of the company's
filing for relief under chapter 11 of the U.S. Bankruptcy Code on
April 20, 2009.

The company said it does not intend to request a hearing before
the NASDAQ Listing Qualifications Panel to appeal the decision.
The letter set forth the NASDAQ staff's determination to delist
the Company's common shares, suspend trading in the company's
common stock at the opening of business on April 30, 2009, and
file a Form 25-NSE with the Securities and Exchange Commission
removing the company's common stock from listing and registration
on The Nasdaq Stock Market.

In a regulatory filing with the Securities and Exchange
Commission, the Company said the bankruptcy proceedings in the
U.S. and Japan constitute events of default that automatically
accelerated the Company's outstanding obligations -- approximately
$74.9 million as of April 20, 2009 -- under the Credit Agreement
dated July 27, 2007, among the Company and its subsidiaries Asyst
Technologies Japan Holdings Company, Inc. and Asyst Technologies
Japan, Inc., as borrowers, and KeyBank, as administrative agent,
and the other lenders that are parties to the Credit Agreement.
The proceedings also automatically accelerated the Company's
obligations under lines of credit from Japanese banks previously
available to the Company's subsidiaries in Japan.

The proceedings also constituted an event of default under the
lease dated November 29, 2005, between JER Bayside and the Company
for the Company's headquarters facility in Fremont, California,
which default entitles the landlord to exercise various remedies
set forth in the lease, subject, however, to the effect on those
remedies of the bankruptcy proceedings .

                            About Asyst

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


ATHEROGENICS INC: May Begin Soliciting Votes; June 2 Plan Hearing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved on April 14, 2009, the disclosure statement explaining
Atherogenics, Inc.'s Second Amended Plan.  As a result, the Debtor
may now begin to solicit acceptances for its Chapter 11 Plan.

The hearing to confirm the Plan is set for June 2, 2009, at 2:00
p.m. Eastern time.

The deadline for voting on the Plan is May 26, 2009, at 5:00 p.m.
Eastern time.  The deadline for filing objections to the Plan is
also set for May 26, 2009, at 5:00 p.m. Eastern time.

                           Plan Summary

Pursuant to the Plan, all property of the Debtor and its estate,
including Cash, will vest automatically in the Post-Confirmation
Debtor and the Liquidating Fund on the Plan's Effective Date, free
and clear of all liens, claims, and interests.  A Liquidating
Agent will be appointed to administer any remaining assets in the
Liquidating Fund and to make distributions to holders of claims
pursuant to the terms of the Plan.

The Post-Confirmation Debtor will be vested with all of the
Debtor's previously unsold assets (including its Causes of
Action), which will be administered, liquidated, prosecuted,
settled, and enforced under the direction and control of the
Liquidating Agent.

The Debtor will continue to exist after the Effective Date as a
separate corporate entity, pursuant to an Amended Certificate of
Incorporation and an Amended By Laws, pending the subsequent
dissolution of the Post-Confirmation Debtor after the Final
Distribution Date.

                 Classes and Treatment of Claims

The Plan segregates the various claims against and interests in
the Debtor into nine separate classes:

  Class        Description                   Treatment
  -----     ---------------------    ----------------------------
   1       Secured Claims           Unimpaired; Deemed to Accept

   2       Priority Claims          Unimpaired; Deemed to Accept

   3       2008 Note Holder         Impaired; Entitled to Vote
           Claims

   4       2011 Note Holder         Impaired; Entitled to Vote
           Claims

   5       2012 Note Holder         Impaired; Entitled to Vote
           Claims

   6       General Unsecured        Impaired; Entitled to Vote
           Claims

   7       Unsecured Convenience    Impaired; Entitled to Vote
           Claims

   8       Interests                Impaired; Deemed to Reject

Ballots will be furnished only to holders of claims in Classes 3,
4, 5, 6, and 7 for the purpose of soliciting their votes on the
Plan.  Classes 1, 2, and 3 are unimpaired and are, therefore,
deemed to accept the Plan.  Holders of Interests in Class 8 will
not receive or retain any property under the Plan of account of
such Interests and are, therefore, deemed to reject the Plan and
are not entitled to vote.

Pursuant to the Plan, holders of General Unsecured Claims under
Class 6, holders of 2008 Convertible Notes under Class 3, holders
of 2011 Convertible Notes under Class 4, and holders of 2012
Convertible notes under Class 5, will all receive on the Initial
Distribution Date and continuing on each subsequent Distribution
Date up to and including the Final Distribution Date, a pro rata
Distribution of any available Liquidation Proceeds that remain
after the payment and satisfaction of Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Gap Period
Claims, and Allowed Claims in Classes 1, 2 and 7, subject to
Retained Proceeds.

Holders of Unsecured Convenience Claims under Class 7 will
receive, on either (i) the first Distribution Date after the
applicable Claims Objection Deadline has occurred, if no objection
to such Claim has been timely filed or (ii) the first Distribution
Date after the date on which any objection to such Unsecured
Convenience Claim is settled, withdrawn or overruled pursuant to a
Final Order of the Bankruptcy Court, in full and final
satisfaction of such Holder's Allowed Class 8 Claim, a one-time
Cash payment in an amount equal to 16% of the Holder's Allowed
Class 7 Claim.

All Interests of the Debtor that are held by a person other than
the Debtor, if any, will be deemed cancelled and extinguished.
Holders of Class 8 interests are not entitled to vote to accept or
reject the Plan.

A full-text copy of Atherogenics, Inc.'s Disclosure Statement
explaining its Chapter 11 Plan is available at:

      http://bankrupt.com/misc/Atherogenics.2ndAmendedDS.pdf

                        About Atherogenics

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

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

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

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

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


ATHEROGENICS INC: Court Okays Sale of Assets to Crabtree for $2MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
approved the sale of substantially all of the Debtor's assets
(other than cash), free and clear of all liens and claims, to
Crabtree Acquisition Co, LLC, the stalking horse bidder for the
Debtor's assets.  The Debtor's primary non-cash Asset is its lead
antioxidant and anti-inflammatory drug candidate, known as
"AGI-1067."

The purchase consideration for the assets is $2,000,000, payable
in immediately available funds at closing, plus the assumption of
certain liabilities.

A full-text copy of the Asset Purchase Agreement between
Atherogenics, Inc., and Crabtree Acquisition Co, LLC, dated as of
March 17, 2009, is available for free at:

      http://bankrupt.com/misc/Atherogenics.CrabtreeAPA.pdf

As reported in the Troubled Company Reporter on March 16, 2009,
Atherogenics Inc. asked the Bankruptcy Court to approve auction
procedures for its primary non-cash assets AGI-10167, an
antioxicant and anti-inflammatory drug candidate.

                        About Atherogenics

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

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

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

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

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


BERNARD L. MADOFF: Investors With Losses Exempted From Clawback
---------------------------------------------------------------
Irving Picard, the court-appointed trustee of Bernard L. Madoff
Investment Securities LLC, said that investors who incurred net
losses due to the Madoff Ponzi scheme won't be asked to return
funds they withdrew from the Company in recent years, Amir Efrati
at WSJ reports.

According to WSJ, Mr. Picard said that he wouldn't seek to recover
funds from those who lost more than what they withdrew over time.

WSJ relates that hundreds of investors received letters that
sought the return of funds they redeemed from the Madoff firm as
many as six years before the firm collapsed.

Mr. Madoff's records are incomplete, WSJ says, citing a lawyer in
Mr. Picard's office.  The lawyer said that if investors can show
they actually had a net loss, they likely won't have to return the
funds, WSJ states.

            Court Blocks Disposal of Madoff Assets

Bloomberg News reports that the federal judge presiding over Mr.
Madoff's criminal case prevented him and his wife Ruth from
disposing of assets that include their homes, investments, boats,
and business ventures.  According to the report, prosecutors have
identified more than $100 million in real estate, cash, bonds,
art, autos, boats, and other assets owned by the Madoffs, which
the government said it will confiscate.

A bankruptcy judge, Bloomberg relates, also placed Mr. Madoff's
personal assets under the control of a court-appointed trustee.

The bankruptcy trustee won't be able to collect assets that are
now in the hands of prosecutors, Ira Sorkin, an attorney for Mr.
Madoff, said in court documents.  According to court documents,
assistant U.S. Attorney Barbara Ward said that Mr. Madoff's
property should be frozen by the judge in the criminal case so it
isn't in the bankruptcy estate.

             Fiserv Unit Clients Seek to Recoup Money

Joe Bel Bruno at The Wall Street Journal reports that about 800
clients of a former unit of Fiserv Inc. that custodied retirement-
plan money for BLMIS have filed a lawsuit in the U.S. District
Court in Denver against the parent firm to recover money lost in
the fraud.

According to WSJ, the clients are seeking to recover up to
$1 billion.

The clients said in court documents that the unit should have
known about the Ponzi scheme that Mr. Madoff perpetrated after
repeated warnings from one of its financial advisers.  According
to court documents, Rogerscasey LLC -- an investment consultant
that "subadvised Fiserv's retirement funds" -- issued several
warnings about Mr. Madoff.

Fiserv hasn't been accused of wrongdoing related to Mr. Madoff's
Ponzi scheme, WSJ relates.

                   About Bernard L. Madoff

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

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

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

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

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

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


BERRY PLASTICS: Loan Repurchase Cues Moody's Junk Rating
--------------------------------------------------------
Moody's Investors Service downgraded Berry Plastics Corp.'s
probability of default rating to Ca/LD from B3 following the
company's disclosure that it has agreed to repurchase
approximately $415 million in principal amount of Berry Plastics
Group, Inc., senior unsecured term loan due 2014 for approximately
$134 million.

The company expects the transaction to close by the end of fiscal
2009.  The company also disclosed it had repurchased $24 million
in principal amount of its 10-1/4% senior subordinated notes due
2016 at an aggregate cost of approximately $7 million.  The open
market transactions constitute a distressed exchange and a limited
default by Moody's definition.  The transaction will be at a
significant discount to par and will help reduce a debt burden
Moody's views as unsustainable over the intermediate term.  The Ca
probability of default rating reflects the expected recovery on
the instruments as a percentage of par and the LD designation
signifies a limited default.  Other instrument ratings were not
affected.  After approximately three business days, Moody's will
remove the LD designation and change the ratings on the company's
debt securities consistent with Moody's LGD (loss given default)
framework.  After the distressed exchange, Moody's expects to
revise Berry's probability of default rating to B3 consistent with
its corporate family rating.

The revision of the outlook to negative reflects pro-forma credit
metrics that remain weak for the rating category and Moody's
belief that Berry may be challenged to improve them to a level
consistent with the rating category over the intermediate term.
The revision also reflects the limited room for negative variance
in operating performance afforded by the pro-forma credit metrics.
Financial results have been below expectations and pro-forma
credit metrics are below the specified rating triggers outlined in
the credit opinion dated April 15, 2008.  Berry has been
negatively impacted by debt financed acquisitions, a weak economic
environment and escalating raw material costs coupled with
significant lags in contractual cost pass through provisions.
While the company has taken steps to rationalize capacity and cut
costs, Berry may be challenged to improve metrics to a level
consistent with the rating category over the intermediate term
given the current economic climate and competitive environment.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
from SGL-2 reflects the deterioration in free cash flow and the
potential for further use of the revolver to fund operations and
debt repurchases.  The downgrade also reflects Moody's belief that
the borrowings under the facility may be greater than contemplated
under an SGL-2 rating and the lack of cushion under the fixed
charge covenant necessary to access the last 10% of the facility.

Moody's took these rating actions for Berry Plastics Corporation:

  -- Corporate Family Rating affirmed at B3

  -- Probability of Default Rating revised to Ca/LD from B3;

  -- $1,200 million senior secured term loan due in 2015 affirmed
     at B1 (LGD 2, 27%)

  -- $680 million first priority senior secured floating rate
     notes due 2015 affirmed at B1 (LGD 2, 27%)

  -- $525 million second priority senior secured notes due 2014
     affirmed at Caa1 (LGD 4, 63%)

  -- $225 million second priority senior secured notes due in 2014
     affirmed at Caa1 (LGD 4, 63%)

  -- $265 million senior subordinated notes due 2016 revised to Ca
      (LGD 5, 71%) from Caa2 (LGD 5, 85%)

  -- Speculative Grade Liquidity Rating downgraded to SGL-3 from
     SGL-2

Moody's took these rating actions for Berry Plastics Group, Inc.:

  -- $500 million senior unsecured term loan due 2014 revised to
     Ca (LGD 4, 68%) from Caa2 (LGD 6, 94%)

The rating outlook is revised to negative.

Moody's last rating action on Berry Plastics Corp occurred on
April 14, 2008, when Moody's affirmed the company's B3 corporate
family rating and assigned a rating to the new senior secured
notes.

Based in Evansville, Indiana, Berry Plastics Corporation is one of
the world's leading suppliers of rigid plastic packaging products,
serving customers in the food and beverage, healthcare, household
chemicals, personal care, home improvement, and other industries.
Net sales for the twelve months ended December 27, 2008, totaled
approximately $3.6 billion.


BES INVESTIMENTO: Moody's Affirms Bank Strength Rating to 'D+'
--------------------------------------------------------------
Moody's Investors Service affirmed BES Investimento do Brasil
S.A.'s bank financial strength rating of D+ and foreign currency
deposit ratings of Ba2/NP.  Moody's also affirmed BES's Aaa.br/BR-
1 Brazilian national scale ratings, as well as the short-term
global local currency deposit rating of Prime 2.  The outlook for
these ratings is stable.  At the same time, Moody's placed on
review for possible downgrade BES's long-term GLC deposit rating
of Baa1.

Moody's also assigned long and short-term foreign currency debt
ratings of Baa3 and Prime 3, respectively, to BES's Short Term
Note Program of up to US$300,000,000.  The outlook on the ratings
is stable.

Moody's noted that the rating action follows the agency's review
for possible downgrade of Banco Espirito Santo S.A.'s -- BES's
parent -- BFSR and deposit and senior debt ratings.

According to Moody's, BES's ratings were affirmed because of the
bank's adequate profitability and capital indicators, supported by
management's conservative approach to trading, which has partially
mitigated downside risks.

The review for downgrade on BES's long-term GLC deposit rating
indicates the potential weakening of Banco Espirito Santo's
intrinsic financial strength, as indicated by the review for
downgrade on its BFSR.

Moody's last rating action on BES was on August 23, 2007, when
Moody's Investors Service upgraded the bank's long-term foreign
currency deposit rating to Ba2 from Ba3, following an upgrade of
Brazil's foreign currency ceiling.

BES Investimento do Brasil S.A is headquartered in Sao Paulo,
Brazil.  In December 2008, the bank had total assets of
approximately R$3.3 billion (US$1.4 billion) and equity of
BRL$252 million (US$108 million).

These ratings assigned to BES Investimento do Brasil S.A. were
affirmed:

  -- Bank financial strength rating at D+, with stable outlook

  -- Foreign currency deposit ratings at Ba2/NP, with stable
     outlook

  -- Brazilian national scale deposit ratings at Aaa.br/BR-1, with
     stable outlook

  -- Short-term global local-currency deposit rating at Prime 2

This rating assigned to BES Investimento do Brasil S.A. was placed
on review for downgrade:

  -- Long-term global local-currency deposit rating of Baa1

These ratings were assigned to BES Investimento do Brasil S.A.'s
Short Term Note Program:

  -- Up to US$300 million STN Program: Long and short-term
     foreign-currency rating of Baa3/P-3, stable outlook.


BEXAR COUNTY HOUSING: Moody's Affirms 'Ba1' Rating on 2001A Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on Bexar County
Housing Finance Corporation Multifamily Housing Revenue Bonds
(American Opportunity for Housing - Colinas LLC Project) at Ba1
for Series 2001A ($26,475,000 outstanding) and at B1 for Series
2001C ($3,600,000 outstanding).  The Senior Bonds also carry the
enhanced rating based on the municipal bond insurance policy
provided by MBIA.  The affirmations are reflective of the improved
weighted average occupancy levels and debt service coverage levels
in 2008 that are comparable with the benchmarks for the current
rating categories.  The outlook on both Series is Stable due to
improved occupancy levels and financial performance from 2006 to
2008, balanced with rising repair and maintenance expenses and the
use of concessions to attract renters in a difficult economic
environment.

The bonds are secured by the revenues from three cross
collateralized properties, Las Colinas Apartments, Huebner Oaks
Apartments and Perrin Crest Apartments, as well as by funds and
investments pledged to the trustee under the indenture as security
for the bonds.  Las Colinas is a 232-unit garden style apartment
complex built in 1978, composed of 30 two-story buildings and is
located approximately 20 miles north west of the San Antonio
central business district.  Huebner Oaks is a 344-unit garden
style apartment complex built in 1984, composed of 23 two-story
buildings and is located approximately 12 miles north west of the
San Antonio central business district.  Perrin Crest is a 200-unit
garden style apartment complex built in 1985, composed of 13 two-
story buildings and is located approximately 12 miles north east
of the San Antonio central business district.  The three
properties are owned by American Opportunity for Housing, a non-
profit organization that maintains a Community Housing Development
Organization status in the state of Texas.  Management of the
properties is overseen by The Lynd Company which manages over
6,000 units in the state of Texas alone.

                       Recent Developments

Debt service coverage ratios, derived from 2008 audited financial
statements have improved to 1.30 from 1.18 (2006) for 2001A and to
1.11 from 1.01 (2006) for 2001C.  Weighted average monthly
occupancy averaged 90.6% in 2008, with the weakness attributed to
the Las Colinas properties (87.7%) that experienced high vacancy
from move-outs of students at University of Texas at San Antonio.
March 2009 weighted average occupancy is 92.1%, with Heubner Oaks
the weakest at 91%.  The Lynd company has been actively managing
lease expirations by offering concessions two months prior to
lease termination dates in order to mitigate turnover expenses; a
recently completed a lease-a-thon at the Heubner Oaks property was
successful in filing February turnover.  Operational costs have
increased across the properties as numerous underground water line
breaks have caused unanticipated but necessary contractor repair
expenses in early 2009 which has been mitigated through cut backs
in administrative expenses.  The addition of wi-fi to all three
properties has increased curb appeal and received positive feed-
back from residents.

Torto Wheaton Research forecasts rent growth of -0.5% in 2009 and
2.7% in 2010 for the Huebner Oaks' and Las Colinas' submarket.
Occupancy in the submarket is forecasted to improve from 92.8% in
2008 to 93.9% in 2010.  Perrin Crest's submarket is forecasted to
under perform with -0.04% rent growth in 2009 and 2.9% in 2010.
Occupancy is forecast to improve from 92.8% in 2008 to 94.1% in
2010.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

Interest Rate Derivatives: None

                         Credit Strengths

* Debt service reserves are fully funded as of 3/20/2009

* Excess cash in the surplus fund of $709,754.26 as of 3/20/2009

* Audited financial statements for 2007 and 2008 indicate improved
  debt service coverage

                        Credit Challenges

* High concentration of renters at Las Colinas from the student
  population of the University Texas at San Antonio and a high
  concentration of contract employees from USAA World Headquarters
  who live at Huebner Oaks could negatively impact occupancy if
  university attendance declines or large layoffs occur

* Raising operating expenses from maintenance and repair costs for
  the upkeep of these older properties could negatively impact
  debt service coverage levels if turnover levels increase

* Investments are tied to an MBIA Inc. GIC

                             Outlook

The outlook for the bonds is stable as improved financial
performance and occupancy levels from 2006-2008 is mitigated by
increased operating expenses and rental concessions.

               What could change the rating -- UP

* Stable weighted average occupancy

* Improved debt service coverage

* Fully funded debt service funds.

              What could change the rating -- DOWN

* Declines in debt service coverage levels

* Weakened occupancy or concessions having a negative impact on
  rental income

* Tapping of the Debt Service Reserve Funds

The last rating action was on February 19, 2008, when Bexar County
Housing Finance Corporation Multifamily Housing Revenue Bonds
(American Opportunity for Housing - Colinas LLC Project) was
affirmed at Ba1 for Series 2001A and at B1 for Series 2001C with a
Stable outlook.


BOISE CASCADE: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Boise Cascade LLC's corporate
family rating to B2 from Ba3.  The company's senior subordinated
notes were also downgraded to Caa1 from B2.  The rating action
reflects depressed demand for wood based building products,
sizable losses in the current environment, and the anticipation
that the company's cash burn will increase from prior
expectations.  The company's speculative grade liquidity rating
was also downgraded to SGL-3 from SGL-2 and the outlook is stable.

The downgrade considers Moody's belief that the wood based
building product sector will worsen as both demand and pricing
will continue to decline amid global economic weakness.
Specifically, weak economic data related to housing starts,
unemployment rates, and consumer confidence support Moody's belief
that the length of this downturn will be quite significant.
Pricing is running below cash costs and the company will generate
substantial negative EBITDA over the intermediate term, resulting
in significant cash burn from current levels.  As a result,
Moody's expects the company to streamline its manufacturing
footprint to reduce cash usage going forward.  Borrowings under
the asset backed credit facility are constrained by a borrowing
base formula dependent upon levels of eligible inventory and
receivables, which have been decreasing due to the weak operating
environment as well.

The B2 corporate family rating and stable outlook reflects the
company's strong market position as a buildings material
distributor and wood products producer in North America.  The
ratings also reflect the potential for cost improvements over the
intermediate term due to recent rationalization actions and
reduced raw material and energy costs.  Although there may be some
cost relief, it is unlikely to be enough to offset falling prices
and demand.

Moody's also downgraded the company's speculative grade liquidity
rating.  The rating reflects adequate liquidity, but negative free
cash is expected to be higher than previously anticipated.  Boise
Cascade maintains a $350 million senior secured bank credit
facility that is committed until 2013.  At December 31, 2008,
aggregate outstanding amounts were $75 million, with availability
of approximately $103 million after considering outstanding
letters of credit.  The company currently has a substantial cash
balance on the balance sheet with no significant debt maturities
until 2013.

The company's senior subordinated notes due 2014 are rated Caa1
and are two notches below the B2 CFR due to subordination to the
senior secured debt.

Ratings Downgraded:

  -- Corporate Family Rating, B2 from Ba3
  -- Senior Subordinated Notes, Caa1 (LGD5, 83%) from B2

Moody's last rating action was on September 14, 2007, when Boise
Cascade's ratings were affirmed after its announcement that the
company entered into a purchase and sale agreement with Aldabra 2
Acquisition Corporation for the sale of Boise Cascade's paper,
packaging, and newsprint segments.

Boise Cascade, LLC, headquartered in Boise, Idaho, is a private
company that distributes building materials and manufactures wood
products.  The majority of the company is owned and controlled by
Madison Dearborn Partners, LLC, with minority positions owned by
OfficeMax and management.


BORDERS GROUP: Will Reconstruct Board of Directors
--------------------------------------------------
Jeffrey A. Trachtenberg at The Wall Street Journal reports that
Borders Group Inc. said it will reconstruct its board of
directors, three months after it overhauled its top management.

According to WSJ, directors Edna Medford and Michael Weiss don't
want to be re-elected at the annual meeting on May 21.  WSJ
relates that they won't be replaced, which will cut the board to
eight from 10 directors.  The report says that five directors who
are seeking re-election to the board will step down in the coming
months.

Citing Borders, WSJ said the board members who will leave the
Company after successors have been appointed include:

     -- Don Campbell,
     -- Joel Cohen,
     -- Amy Lane,
     -- Brian Light, and
     -- Larry Pollock.

WSJ quoted Borders spokesperson Anne Roman as saying, "We're
conducting an external search to allow us to select the best-
qualified new members."

Borders has laid off almost 900 employees since the start of the
year to reduce expenses and debt, WSJ relates.  According to the
report, Borders said it had cut its debt by $218 million for the
fiscal year ended January 31, 2009, slashed inventory by about
$326.8 million, and reduced expenses by $96.5 million.

                       About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com-- describes itself as a
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide. Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.

As reported by the Troubled Company Reporter on April 7, 2009, Jim
McTevia, managing partner of Bingham Farms-based turnaround firm
McTevia & Associates, said that downsizing and cuts in inventory
most likely wouldn't staunch, and Borders would probably be forced
to file for Chapter 11 bankruptcy protection this year.


BSC DEV'T: Court Names Morris Horwitz as Statler Towers' Trustee
----------------------------------------------------------------
Wgrz.com reports that the U.S. Bankruptcy Court for the Western
District of New York has appointed Morris Horwitz as the trustee
for BSC Development BUF LLC's Statler Towers.

According to Wgrz.com, the Court placed Statler Towers into
Chapter 11 and could put the property up for auction as early as
May.

Mr. Horwitz, says Wgrz.com, will:

     -- run Statler Towers,
     -- accept tenant lease payments,
     -- start paying its utlity bills and upkeep,
     -- be responsible for making Statler Towers' May 4 payment to
        National Fuel.

Wgrz.com states that Statler Towers' former owner, British
Developer Bashar Issa, owes National Fuel more than $200,000.
National Fuel said that it will turn off the building's power if a
weekly payment won't be made in May, according to the report.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case No. 09-11550).


CADENCE HI HOPE: Voluntary Chapter 11 Case Summary
--------------------------------------------------

Debtor: Cadence Hi Hope Ranch LLC
         6720 N. Scottsdale DR., #335
         Scottsdale, AZ 85253

Bankruptcy Case No.: 09-08331

Chapter 11 Petition Date: April 23, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Philip R. Rudd, Esq.
                  Polsinelli Shughart PC
                  3636 N. Central, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2000
                  Fax: (602) 264-7033
                  Email: prudd@polsinelli.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 its petition.

The petition was signed by Guadalupe Medina.


CHARTER COMMUNICATIONS: Nasdaq to Delist Shares Effective May 4
---------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Charter Communications, Inc.,
effective at the opening of the trading session on May 4, 2009.
Based on a review of the information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Marketplace Rules 5100,
5110(b), and IM-5100-1.

The Company was notified of the Staffs determination on March 27,
2009.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on April 7, 2009.

                   About Charter Communications

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

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

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

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

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


CHRISTIAN T. LOZANO: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------

Debtor: Christian T. Lozano
         28321 Horizon Road
         Cathedral City, CA 92234

Bankruptcy Case No.: 09-17990

Chapter 11 Petition Date: April 23, 2009

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

Judge: Meredith A. Jury

Debtor's Counsel: Daniel C. Sever, Esq.
                  41-750 Rancho Las Palmas Ste N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  Email: dansever@severlegal.

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

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

A full-text copy of Mr. Lozano's petition, including its list of
13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-17990.pdf

The petition was signed by Mr. Lozano.


CHRYSLER LLC: Gov't Denies Report on Bankruptcy Filing This week
----------------------------------------------------------------
Wifr.com reports that the U.S. government has denied a report
suggesting that Chrysler LLC may be filing for Chapter 11
bankruptcy as soon as this week.

According to The New York Times, Chrysler has reached an agreement
with the U.S. Treasury Department which would have the Company
filing for Chapter 11 bankruptcy protection.  Wifr.com states that
health benefits and pensions are protected under the agreement and
Fiat SpA will still be able to complete a proposed deal with
Chrysler.

John Crawley at Reuters relates that the auto task force's demands
for aggressive restructuring of General Motors Corp and Chrysler
could push one or both companies into court within weeks.  The
report says that a Chapter 11 filing would raise the possibility
of pension defaults, reduced benefits, and long-term liabilities
for Pension Benefit Guaranty Corp, the deficit-ridden government
agency that insures them.

Bloomberg quoted Gary Chaison, Clark University's labor relations
expert, as saying, "There are too many workers [almost 800,000]
involved.  The social implications are too big.  I think any type
of bankruptcy would have to protect the collective bargaining
agreement and the pensions."

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 23, 2009,
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default Rating of Chrysler LLC to C from Ca.
Moody's also reassessed the company's estimated family recovery
rate in the event of default.

According to the TCR 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.


CHRYSLER LLC: Dollar Thrifty Has Potential Credit Exposure
----------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., provided an update on its
credit exposure to Chrysler LLC and General Motors Corporation.

The Company said it has no credit exposure to GM.  It has,
however, potential exposure to Chrysler, its principal supplier,
comprised of:

   -- Approximately $11 million in trade receivables from Chrysler
      Under incentive and vehicle repurchase programs.

   -- Approximately $5 million in estimated exposure for residual
      Value guarantees provided by Chrysler on approximately 690
      program vehicles that have been returned to auction but not
      yet sold.  Vehicles have been at auction an average of 172
      days.  At the time of sale, Chrysler will be obligated to
      pay the Company the difference between the auction price of
      the vehicle and the residual value agreed by the parties at
      the time of purchase.  Auction proceeds will be paid
      directly to the Company by the auction.

   -- Approximately $23 million in estimated exposure for residual
      Value guarantees on approximately 3,600 program vehicles
      currently in the Company's rental fleet.  These vehicles are
      subject to return to auction in the third and fourth
      quarters of 2009.  In the event of a Chrysler bankruptcy,
      the Company has the ability to extend the holding period of
      these vehicles by converting them to risk vehicles.  This
      would allow the Company to generate additional revenue over
      the useful life of the vehicle to offset the cost of the
      loss of the residual value guarantee.

"These are extremely difficult times in the automotive industry
and there is significant uncertainty surrounding the impact of a
bankruptcy of GM or Chrysler.  We have aggressively reduced our
exposure to Chrysler from over $215 million as of December 31,
2008 to a more manageable level, and we expect additional
reductions going forward," said Scott L. Thompson, President and
Chief Executive Officer.  "Our reduced exposure is a result of
decisive actions over the last six months to reposition the
Company.  These actions included changing our fleet mix from high
program vehicle content to a predominately risk vehicle fleet,
ceasing orders of certain program vehicles, modifying the timing
of vehicle incentive payments, extending holding periods and
executing a secondary supply agreement with Ford Motor Company.
We believe these actions will significantly mitigate the direct
impact on us in the event of a Chrysler bankruptcy."

              About Dollar Thrifty Automotive Group

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

                          *     *     *

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

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


COACHMEN INDUSTRIES: Gabelli, et al., Disclose 14.74% Equity Stake
------------------------------------------------------------------
Gabelli Funds, LLC; GAMCO Asset Management Inc.; MJG Associates,
Inc.; Teton Advisors, Inc.; GGCP, Inc.; GAMCO Investors, Inc.; and
Mario J. Gabelli informed the Securities and Exchange Commission
in a Schedule 13D filing that they hold 2,356,250 shares of
Coachmen Industries, Inc., representing 14.74% of the 15,982,386
shares outstanding as reported in the Company's most recent Form
10-K for the fiscal year ended December 31, 2008.

The Company shares are held by:

     Gabelli Funds                543,200      3.40%
     GAMCO                        701,650      4.39%
     Teton Advisors             1,109,900      6.94%
     MJG Associates                 1,500      0.01%

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

Coachmen had $107.4 million in total assets and $54.7 million in
total liabilities as of December 31, 2008.  The Company posted a
net loss of $69.0 million in 2008 compared to net loss of
$38.7 million in 2007, and $31.8 million in 2006.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm --
Ernst & Young LLP -- said despite the Company's sale of the assets
related to its RV Segment, the Company's recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent upon its ability to obtain financing or other sources of
capital.  The Company is currently working with a bridge loan
lender to put in place a $6 million bridge loan.

Coachmen temporarily closed a plant in Rutherfordton, North
Carolina early in March.  The Company plans to reopen the facility
when the market recovers and demand is sufficient.  "[T]iming
depends on market conditions," the Company said.

NYSE Regulation, Inc., suspended the trading of the Company's
common stock on April 9, 2009, because the Company did not
maintain an average global market capitalization of at least
$15.0 million over a consecutive 30 trading-day period.


CORNERSTONE MINISTRIES: Court Confirms Joint Chapter 11 Plan
------------------------------------------------------------
The Hon. Robert E. Brizendine of the United States Bankruptcy
Court the Northern District of Georgia confirmed the joint Chapter
11 plan of liquidation dated Jan. 27, 2009, filed by Cornerstone
Ministries Investments Inc. and the Official Committee of
Unsecured Creditors.

Judge Brizendine overruled a single objection lodged by Edwin F.
Patterson, who requested that bondholders be paid in full before
other classes of creditors are paid, because there is no legal or
evidentiary basis for his protest.

The joint plan proposes to liquidate the Debtor's assets and
distribute the proceeds from liquidation to creditors.  The assets
are principally (i) mortgage loans, owned property and equity in
entities that own or control property and similar investments the
Debtor held when it filed for bankruptcy or has since obtained as
a result of actions taken before or during the bankruptcy case,
and (ii) litigation claims that the Debtor holds against certain
parties.

Under the joint plan, a plan administrator will manage the
liquidation of the Debtor's assets and a plan committee, which
will be initially be composed of members of the Unsecured
Committee, to oversee and supervise the plan administrator's
duties.

The Debtor and Committee estimated that unsecured creditors or
bondholders will recover between 9% and 36% of the face amount of
their claims from the liquidation of the Debtor's mortgage loans
and other similar investments compared with 7% and 34% under the
earlier version of the plan.  However, bondholders may elect to
contribute their non-estate claims to a private actions trust in
addition to distributions on their bond claim.  An appropriate
share of net recoveries from the private action trust will be
given to the bondholders based upon the amount of their claims
against the Debtor.  Unsecured creditors asserted $261,859,000 in
claims the aggregate.

Furthermore, the Debtor's secured creditors holding $87,341,000 in
claims will receive full payment on their secured claim in
periodic installment over a time period and equity interests,
totaling $1,506,000, will be cancelled under the joint plan.

The joint plan classified claims against, and interests and liens
in, the Debtor in eight classes.

A full-text copy of the Debtor and Committee's Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?3bd7

A full-text copy of the Debtor and committee's Joint Chapter 11
Plan of Liquidation is available for free at:

               http://ResearchArchives.com/t/s?3bd8

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.  The company
filed for Chapter 11 protection on February 10, 2008 (N.D. Ga.
Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins and
Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  The U.S.
Trustee for Region 21 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Dennis J. Connolly, Esq.,
William S. Sugden, Esq., and Sage M. Sigler, Esq., at Alston &
Bird LLP, represent the Committee.  As of March 1, 2008, the
Debtors' summary of schedules showed $187,661,169 in total assets
and $178,586,731 in total debts.


CRUSADER ENERGY: Gunn Oil Group Objects to Use of Cash Collateral
-----------------------------------------------------------------
Gunn Oil Company, Cogent Exploration, Ltd. Co. and Apollo
Exploration, LLC object to any proposed order granting Crusader
Energy Group Inc. and its affiliated debtors' authority to use the
pre-petition lenders' cash collateral to the extent that the
Debtors seek to prime or otherwise subordinate any lien held by
them against various Texas oil and gas leases which were
transferred to them by Crusader on August 15, 2008.

The Gunn Oil Group tell the Court that they entered into a
Purchase and Sale Agreement dated July 15, 2008, relating to the
leases covering tracts of land located in Oldham, Potter, Hartley
and Moore Counties, Texas.

Pursuant to the PSA, Crusader, as operator, executed to the Gunn
Oil Group a Joint Operating Agreement, dated August 12, 2008.

Three days later, the Gunn Oil Group transferred the leases to
Crusader.  The assignment contains an express exception to the
title granted to the title granted to Crusader for the Gunn Oil
Group's rights to both the PSA and the JOA.

The Gunn Oil Group tells the Court that Crusader has not paid the
entire purchase price for the leases.  Accordingly, as Crusader's
vendors, the Gunn Oil Group is entitled to an implied vendor's
lien against the leases sold by them to Crusader to secure the
payment of the purchase price.

Specifically, the Gunn Oil Group asserts that:

  -- the motion seeks to grant replacement liens to the pre-
     petition lenders, which includes the leases.  The motion
     does not, on its face, seek to prime any existing lien
     holders, including the Gunn Oil Group.

  -- the interim order grants the prepetition lenders adequate
     protection liens in all of the Debtor's real property, but
     contains no express statement that the adequate protection
     liens are subject to any existing liens.

  -- it is unclear whether the provisions for "Challenge Rights"
     and a "Challenge  Period" in the interim order apply to, or
     require any action by, the members of the Gunn Oil Group to
     protect the priority of their vendor's lien as against any
     adequate protection lien.

As reported in the Troubled Company Reporter on April 15, 2009,
Crusader Energy worked out an agreement with its secured lenders
for the temporary use of cash until a final hearing on April 28.

Crusader's debt includes $30 million owed to the first-lien
creditor and $250 million to second-lien debt holders.  Unsecured
claims are some $49 million, a court filing says.

Crusader said the options in bankruptcy include a sale of "all or
substantially all" of the assets.

As reported in the Troubled Company Reporter on April 8, 2009,
Crusader Energy is party to a second amended and restated credit
agreement dated as of June 26, 2008, as amended, with Union Bank
of California, N.A., as administrative agent, and other lenders.
The aggregate principal amount of the advances currently
outstanding under the first lien credit agreement is approximately
$30,000,000.

Crusader is also party under a second lien credit agreement dated
as of July 17, 2008, with JPMorgan Chase Bank, N.A., as
administrative agent, and other lenders.  The aggregate principal
balance outstanding under the second lien credit agreement is
approximately $249,750,000.  Each of the Debtor's subsidiaries has
guaranteed the obligations under the credit agreements.

The first lien lenders allege that the obligations under the first
lien credit agreement are secured by a first lien on all of the
material assets of the Debtors, and the second lien lenders allege
that the obligations under the second lien credit agreement are
secured by a subordinate lien on all of the material assets of the
Debtors.  In addition, the first lien lenders and the second lien
lenders allege that the Debtor has pledged to them the Debtor's
rights, title and interest in the equity of each of the Debtor's
subsidiaries.

As of the petition date, unsecured claims aggregate approximately
$49,080,950, which amount excludes deficiency claims under the
credit agreements, if any.

Certain parties, including contractors and subcontractors, allege
that they have provided goods and services to the Debtors, and
have asserted that they have perfected statutory liens on, and
security interests in, certain leaseholds and the related property
and equipment.

The Debtors will use the cash collateral, including cash proceeds,
to continue the operation of their businesses.

The Debtors propose to adequately protect their prepetition
lenders' alleged interest in the prepetition collateral in this
manner:

   1. The Debtors believe that the value of the prepetition
      collateral substantially exceeds the sum total of the
      indebtedness to the first lien lenders, and the resulting
      equity cushion will protect the first lien lenders against
      any decrease in the value of their interests in the
      prepetition collateral for the duration of the requested
      use of their cash collateral and other prepetition
      collateral interests.

   2. The Debtors will make interest payments to the first lien
      lenders in the amounts and at the times set forth in
      the interim budget.

   3. The Debtors will grant the prepetition lenders replacement
      liens in their prepetition collateral, subject to prior
      perfected and unavoidable liens and security interests and
      to the extent of any decrease in the value of the
      prepetition lenders' interests as a result of the Debtors'
      use of cash collateral, the Debtors propose to grant the
      prepetition lenders replacement liens upon: (a) all assets
      in which the prepetition lenders held a validly perfected
      lien as of the petition date; (b) all property acquired by
      the Debtors after the petition date that is of the exact
      nature, kind or character of the prepetition collateral;
      and (c) all cash and receivables that are the proceeds,
      product, offspring or profits of the prepetition collateral.
      The Debtors anticipate that those replacement liens will
      adequately protect the prepetition lenders for the use of
      cash collateral.

   4. The Debtors will provide the prepetition lenders with ample
      information relating to projected revenues and expenses,
      actual revenue and expenses, and variances from the Interim
      Budget.  This information will enable the prepetition
      lenders to monitor their interests in the prepetition
      collateral and cash collateral.

The Debtors will grant the trade lien holders replacement liens in
their collateral.  The Debtors anticipate that those replacement
liens will adequately protect the Trade Lien Holders for the use
of cash collateral.

The Debtors will use cash collateral in accordance with a budget.
A full-text copy of the Budget is available for free at:

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

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the Debtors
as counsel.  Holland N. Oneil, Esq., Michael S. Haynes, Esq., and
Richard McCoy Roberson, Esq., at Gardere, Wynne & Sewell,
represent the Official Committee of Unsecured Creditors as
counsel.


DAYTON SUPERIOR: Can Hire Kurtzman Carson as Notice & Claims Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Dayton Superior Corporation permission to employ Kurtzman
Carson Consultants LLC as notice, claims and balloting agent.

KCC is expected to:

   i) distribute required notices to parties-in-interest;

  ii) receive, examine, maintain and docket all proofs of claim
      and proofs of interest filed in the Chapter 11 case and
      maintain the associated claims registers;

iii) if necessary, solicit, collect and tabulate acceptances and
      rejections of the Debtor's Plan of Reorganization from
      parties entitled to vote; and

  iv) provide other administrative services that the court, the
      Clerk's Office, and the Debtor may require in connection
      with the Chapter 11 case.

Michael Frishberg, vice president of corporate restructuring
services for KCC, told the Court that prior to Dayton Superior's
petition date, KCC received a 50,000 retainer.

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

                       About Dayton Superior

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


DEL MONTE CORP: Moody's Upgrades Senior Debt Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service upgraded the senior subordinated debt
rating of Del Monte Corporation to B1 from B2, following the
company's significant reduction in senior debt over the past year,
as well as the company's speculative grade liquidity rating to
SGL-2 from SGL-3.  Moody's affirmed Del Monte's other ratings,
including its corporate family and probability of default ratings
at Ba3.  The rating outlook is stable.

Rating upgraded:

  -- $250 million 6.75% senior subordinated notes due 2015 and
     $450 million 8.625% senior subordinated notes due 2012 to B1
     (LGD5, 80%) from B2 (LGD5, 85%)

  -- Speculative grade liquidity rating to SGL-2 from SGL-3

Ratings affirmed, and certain LGD assessments adjusted:

  -- Corporate family rating at Ba3

  -- Probability of default rating at Ba3

  -- Senior secured revolving credit agreement, Term Loan A and
     Term Loan B at Ba2; LGD to LGD2/28% from LGD3/34%

Del Monte's financial policy has targeted debt reduction, with
reported debt balances falling over $400 million in the twelve
months ended January 25, 2009.  Much of this decrease was funded
with the proceeds from the sale of StarKist in October.  The
upgrade in the ratings of Del Monte's subordinated debt
instruments reflects the fact that there is a smaller amount of
more senior debt in the capital structure.

The affirmation of Del Monte's long-term ratings incorporates
Moody's expectation that internal cash flow generation will remain
robust as the company's significant market positions allow it to
pass along price increases to offset cost pressures.  In addition
to debt reduction, the absence of share repurchases in the last
twelve months has also boosted credit metrics; shareholder
enhancement has been limited to dividends which can be easily
financed with internally generated free cash flow.

The upgrade in Del Monte's speculative grade liquidity rating to
SGL-2 (good liquidity) reflects the likelihood of more comfortable
covenant cushion and free cash flow levels given the lower debt
levels.  Moody's believes that free cash flow generation over the
next twelve months will be sufficient to fund working capital,
maintenance capital expenditures, shareholder enhancement and
scheduled debt payments.  However, the company will likely need to
draw under its $450 million revolving credit agreement due
February 2011 to cover seasonal needs.  The current portion of
long term debt at the end of January 2009 was modest at a
manageable $30.7 million.  Moody's anticipates that Del Monte will
comply with covenants, with adequate cushion.  Alternative sources
of liquidity are limited since all assets are encumbered.

Moody's most recent rating action on April 14, 2008 lowered Del
Monte's speculative grade liquidity rating to SGL-3 and affirmed
the company's other ratings with a stable outlook.

Headquartered in San Francisco, California, Del Monte Corporation
is one of the largest producers, distributors and marketers of
premium quality branded food and pet products for the U.S. retail
market.  Revenues for the twelve months ended January 25, 2009,
excluding StarKist in fiscal 2009, were approximately
$3.6 billion.


DELPHI CORP: Gains Court Approval to Amend Accommodation Agreement
------------------------------------------------------------------
Delphi Corp. said that during its April 23, 2009 Omnibus Hearing,
the Bankruptcy Court for the Southern District of New York
approved its request to enter into a Second Supplement to the
Second Amendment to its Accommodation Agreement with certain
participating lenders.  Delphi is continuing its discussions with
GM and the Auto Task Force and working with its other stakeholders
in an effort to successfully resolve Delphi's reorganization
cases.

                  Delphi Defaults DIP Agreement,
                   Enters Into Second Amendment

Delphi Corp. and its debtor affiliates sought approval of a
"second amendment" to their DIP Accommodation Agreement executed
with JP Morgan Chase Bank, N.A., and certain lenders under the
$4.35 billion DIP Credit Facilities on March 31, 2009.  The
Debtors and the DIP Lenders agreed to modify the DIP Accommodation
Agreement to avoid an early termination of the DIP Accommodation
Period.

Delphi Vice President and Chief Financial Officer John D. Sheehan
said that as of March 31, 2009, about $308 million was outstanding
under the Tranche A Facility, another $416 million was outstanding
under the Tranche B Term Loan, and $2.75 billion was outstanding
under the Tranche C Term Loan.

The First Amendment to the DIP Accommodation Agreement dated
January 30, 2009, created a new cash collateral basket, which
allowed the Debtors to deposit up to $117 million in cash and
certain permitted securities in an account or accounts controlled
by the DIP Agent, with the amount of those deposits to be included
in the Debtors' Accommodation Period borrowing base.  The DIP
Accommodation Amendment provides that the Cash Collateral could be
released to the Debtors, if:

  (a) they satisfy milestones on the filing of modifications to
      their First Amended Joint Plan of Reorganization that are
      satisfactory to the requisite percentage of DIP Lenders;

  (b) they obtain an increase with General Motors Corporation's
      commitment to $450 million under the GM Liquidity Support
      Agreement by March 24, 2009; and

  (c) after effectuating the release of the Incremental
      Borrowing Base Cash Collateral, (i) there is no continuing
      default or event of default under the Second Amended and
      Restated Credit Agreement or the DIP Accommodation
      Agreement; and (ii) they would comply with the covenant
      relating to their Accommodation Period borrowing base.

If the Debtors do not satisfy the requirements under the DIP
Accommodation Agreement, they would be required to apply the
Incremental Borrowing Base Cash Collateral to the repayment of
Tranches A and B of the DIP Credit Facilities.  Moreover, the DIP
Accommodation First Amendment provides for a reduction from
$100 million to $50 million of the minimum liquidity availability
the Debtors must maintain.  The minimum liquidity would revert to
$100 million, however, on the earlier of (i) the date when U.S.
President Barack Obama's Designee notified GM that it is not
permitted under GM's Loan Security Agreement with the U.S.
Department of Treasury to increase its commitments to $350
million, or (ii) March 25, 2009.

The Debtors and the requisite Participant DIP Lenders also entered
into a supplemental amendment to the DIP Accommodation Agreement
on February 24, 2009.  The DIP First Amendment Supplement modified
certain milestones, including (i) the date by which the Debtors
were required to file modifications to their Confirmed Plan
through April 2, 2009, and (ii) the date by which the Bankruptcy
Court's approval of a modified disclosure statement must be
obtained through May 2, 2009.  The Supplemental Amendment does not
alter the June 30, 2009 or May 5, 2009 potential termination dates
of the DIP Accommodation Period.

To satisfy the DIP Accommodation First Amendment, the Debtors and
GM executed on February 27, 2009, GM Amendment No. 4 to the
Delphi-GM Agreement whereby GM agreed to increase the aggregate
principal amount under the GM-Delphi Agreement from $300 million
to $350 million.  The Debtors and GM also executed GM Amendment
No. 5 to the GM-Delphi Agreement, which further increased GM's
commitments from $350 million to $450 million, on March 3, 2009.
The $100 million increase under the GM-Delphi Agreement was
contingent on GM's exercising its option to purchase the Debtors'
global steering and halfshaft business pursuant to an Amended
Master Restructuring Agreement.  The Debtors then filed motions,
seeking approval of GM Amendment Nos. 4 and 5 to the GM-Delphi
Agreement and the Option Exercise Agreement, which were scheduled
for hearing on March 24, 2009.

However, the Treasury Department notified GM and the Debtors of
its objection to the GM Amendments and Option Exercise Agreement
and its need for an opportunity to review those transactions and
several alternatives with respect to the Debtors' emergence from
Chapter 11.  The Court then adjourned the March 24 hearing Motions
to April 2, 2009, to allow discussions with respect to the GM-
related Agreements and the Debtors' overall reorganization
framework to progress.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said that due to the adjournment
of the March 24 hearing, (i) the Debtors were unable to obtain
approval of their agreements with GM to increase GM's commitments
under the GM Arrangement to $450 million on March 24, and
(ii) the Debtors' filing of modifications to their Confirmed Plan
by April 2, 2009, was deemed impracticable.

To avoid the negative consequences, the Debtors and the
Participant DIP Lenders entered into the DIP Accommodation Second
Amendment on March 31.  The salient terms of the DIP Accommodation
Second Amendment are:

  A. The Debtors' obligation to apply the Incremental Borrowing
     Base Cash Collateral to the repayment of the DIP Facility
     as a result of not meeting the March 24 milestone would be
     suspended until April 8, 2009.  The Debtors would not be
     required to use the Incremental Borrowing Base Cash
     Collateral to paydown the DIP Facility on April 8, 2009, if
     by April 7, 2009, they are able:

       (i) to effectuate the increase of GM's commitments to
           $450 million under the GM-Delphi Agreement; and

      (ii) provide to the DIP Lenders an agreement among the
           Debtors, GM and the Treasury Department on a timeline
           for the resolution of the Debtors' Chapter 11 cases.

     The milestones as to the Debtors' filing of the Confirmed
     Plan modifications and obtaining approval of the
     accompanying disclosure statement for those modifications
     would also be replaced with the deadlines to be set in a
     "Timeline Agreement."  If the requisite percentage of the
     Participant DIP Lenders determine that the Timeline
     Agreement is satisfactory and the Debtors accomplish the
     events in the Timeline Agreement, the Debtors would be able
     to access the Incremental Borrowing Base Cash Collateral,
     subject to the limitations under the DIP Accommodation
     Agreement.  It would constitute an Accommodation Default,
     however, if:

       (i) within five days of the Debtors' delivery of the
           Timeline Agreement, the requisite Participating DIP
           Lenders notify the Debtors that the Timeline
           Agreement is not satisfactory to them;

      (ii) any of the events set forth in the Timeline Agreement
           do not occur by the agreed dates; or

     (iii) the requisite Participant DIP Lenders notify the
           Debtors that proposed plan modifications filed in
           accordance with the Timeline Agreement are not
           satisfactory within 10 days of the filing.

  B. The DIP Accommodation Agreement covenant with respect to
     the Debtors' Minimum Liquidity Amount would be reduced to
     $25 million, through and including April 7, 2009; and would
     revert to $100 million on April 8, 2009, unless the
     $450 million of GM commitments under the GM-Delphi
     Agreement is in effect on or before April 7, 2009.

  C. The Debtors may only access Borrowing Base Cash Collateral
     to the extent:

        (i) the Borrowing Base Cash Collateral does not fall
            below a minimum balance as set forth in the DIP
            Accommodation Second Amendment; and

       (ii) funds are not available to pay current ordinary
            course operating expenses, including up to
            $10 million for settlement of the pending appeals of
            the Court's Provisional Salaried OPEB Termination
            Order and Final Salaried OPEB Termination Order.

  C. JPMorgan, as Administrative Agent, and the DIP Lenders,
     subject to limitations under the DIP Accommodation
     Agreement, have the right to participate in material
     negotiations and discussions between the Debtors and third
     parties in connection with the Debtors' emergence from
     Chapter 11, including negotiations and discussions with GM
     and the U.S. Treasury Department relating to material
     transactions or arrangements.

  D. The DIP Accommodation Second Amendment contains certain fee
     and expense provisions, including the payment to the
     Participant DIP Lenders that consented to the DIP
     Accommodation Second Amendment of an amendment fee of 25
     basis points.  Other fee and expense provisions are
     contained in separate fee and expense letters, which the
     parties have agreed to be kept confidential.

The DIP Lenders conditioned their consent to the DIP Accommodation
Second Amendment on receiving certain additional protections:

  1. Specifically, it would be an Accommodation Default if,
     without the consent of the requisite Participant DIP
     Lenders, the Debtors proceed with the hearing on the Option
     Exercise Agreement or sell the Steering Business to GM.
     Accordingly, the Debtors, GM and the Treasury Department
     will have to work together to determine what course of
     action to take with respect to the Steering Business, Mr.
     Butler says.

  2. The Debtors have to agree that the DIP Accommodation
     Agreement could not be supplemented, waived, or modified
     without consent of both a majority of Tranche A and Tranche
     B Participant Lenders and a majority of Tranche A, Tranche
     B and Tranche C Participant Lenders, notwithstanding the
     termination of the Accommodation Period.

Mr. Butler said the Debtors' entry into the DIP Accommodation
Second Amendment is a necessary step to enable the Debtors to
maintain operations with sufficient and uninterrupted liquidity as
they continue their complex emergence negotiations with their
stakeholders and the Treasury Department and formulate
modifications to their Confirmed Plan.

A full-text copy of the DIP Accommodation Second Amendment
executed on March 31, 2009, is available for free at:

  http://bankrupt.com/misc/Delphi_2ndDIPAccommAmendmnt.pdf

                   Auto Task Force Participates in
                       Delphi's Reorganization

The Auto Task Force of the U.S. Department of the Treasury had
opposed an extension of the DIP Accommodation Second Amendment
through April 7, 2009.  The Treasury Department asked the Court to
deny approval of the DIP Accommodation Second Amendment.

The Treasury Department maintained that it will need time through
April 30 to;

  (i) undertake its due diligence of the GM-Delphi relationship
      and assess whether to reconsider its objection to GM's
      commitment to fund the Debtors with $150 million pursuant
      to Amendment Nos. 4 and 5 to the GM-Delphi Agreement: and

(ii) sit with all relevant stakeholders to attempt to reach a
      comprehensive solution that permits the Debtors to emerge
      from Chapter 11.

The Treasury Department also said its right to prohibit GM from
funding the Debtors with $150 million is unequivocal.  John J.
Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, reminded the Court that under the Loan and Security
Agreement with GM, the Treasury Department is entitled to prohibit
borrowers from engaging in "material transactions," which refer to
transactions not in the ordinary course of business that exceed
$100 million.  Thus, the Treasury Department objected to GM's
funding of the Debtors and reserved the right to reconsider its
objection upon obtaining more thorough review of the transactions
and needs of the Debtors and GM.

Mr. Rapisardi further related that the Treasury Department has
informed the Debtors that any further funding by GM can only be
made in conjunction with the requisite parties' resolving the
Debtors' liquidity needs in bankruptcy, including emergence
funding, as well as GM's risks associated with continuity of
supply of auto parts.  He said the Treasury Department's position
is that a standstill agreement that preserves the status-quo
through April 30, 2009, will provide it and other interested
parties, including Delphi, the Lenders, the unsecured creditors
and GM, breathing space to assemble a modified restructuring plan
that is mutually beneficial to GM and the Debtors and their
creditors.  As evidence of its good faith, Mr. Rapisardi pointed
out, the Treasury Department is prepared to provide with the Court
interim updates assessing progress towards a global resolution
during this 30-day period.

              Interim Approval of Second Amendment

Judge Drain approved, on an interim basis, the DIP Accommodation
Second Amendment, as supplemented, on April 3, 2009.  The DIP
Second Amendment Supplement was presented during an April 2
hearing.

The DIP Second Amendment has been supplemented with these
milestones:

  * April 6, 2009   All previously collected interest
                    payments with respect to the Tranche C Term
                    Loan for $86 million, will have been applied
                    ratably as repayments of principal
                    outstanding under the Tranche A Facility and
                    Tranche B Term Loan.

  * April 17, 2009  The Debtors are required to deliver to
                    the Agent a detailed term sheet, which has
                    been agreed to by GM and the Treasury
                    Department, that sets forth the global
                    resolution of matters relating to GM's
                    contribution to the resolution of the
                    Debtors' Chapter 11 cases, including all
                    transactions between the Debtors and GM
                    relevant to the resolution.  If the Debtors
                    fail to meet the April 17, 2009 milestone,
                    they will be required to satisfy the
                    Repayment Obligation due on April 20, 2009.
                    Both failures to meet the April 17, 2009
                    milestone and satisfy the Repayment
                    Obligation constitute an event of
                    default under the DIP Accommodation
                    Agreement.

  * April 25, 2009  Early termination of the DIP Accommodation
                    Agreement in the event a majority of the
                    Tranche A and Tranche B Lenders and a
                    majority of all DIP Lenders have not
                    notified the Debtors that the Term Sheet is
                    satisfactory on or before April 24, 2009.

The Minimum Borrowing Base Cash Collateral Balance has also been
amended to mean:

  -- $160 million, through and including April 18, 2009,

  -- $140 million, from April 19, 2009 until the Term Sheet has
     been approved by the DIP Lenders, and

  -- $47 million through the remaining term of the DIP
      Accommodation Agreement.

A full-text copy of the DIP Second Amendment Supplement executed
on April 3, 2009, is available for free at:

  http://bankrupt.com/misc/Delphi_DIP2ndAmendmentSupplmnt.pdf

As of April 3, 2009, the Treasury Department and GM have
expressed support for the DIP Second Amendment Supplement and
have begun discussions with the Debtors to agree on the Term
Sheet that is to be accomplished by April 17, 2009.

                Plan Modification Hearing on May 21

In line with the interim approval of the "second amendment" to the
Debtors' DIP Accommodation Agreement, the Debtors were initially
given until April 17, by the Accommodation Pact Parties to file
modifications to the Confirmed First Amended Joint Plan of
Reorganization.

Delphi Bankruptcy News reports that the Preliminary Plan
Modification Hearing has been adjourned to May 21, 2009, at 10:00
a.m.  The Hearing was originally scheduled for April 23, 2009.

Delphi Bankruptcy News notes that the Preliminary Plan
Modification Hearing has been adjourned six times.  Under the
original schedule, the Debtors contemplated an October 23, 2008
preliminary hearing and emergence from bankruptcy by December 31,
2008.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court Approves Disbandment of Shareholders' Panel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Delphi Corporation to disband the Official
Committee of Equity Security Holders as a result of changed
circumstances in Delphi's chapter 11 reorganization cases.

As reported by the Troubled Company Reporter on April 15, 2009,
Delphi asked Judge Robert Drain to enter an order directing the
Office of the United States Trustee to (a) disband the Equity
Committee effective as of March 6, 2009 or, alternatively, (b)
suspend the activities of the Equity Committee and its counsel,
Fried, Frank, Harris, Shriver & Jacobson LLP, its financial
advisors, Houlihan Lokey Howard & Zukin Capital, Inc., and its
conflicts counsel, Farrell Fritz, P.C., subject to reactivation
upon application to the Court and notice to the U.S. Trustee.

The Court issued a bench decision on March 22, 2006 directing the
U.S. Trustee to appoint an equity committee.  Appaloosa Management
L.P., which then held a 15.2% stake in Delphi, requested for the
committee's appointment.  Seven parties, including institutional
members Brandes Investment Partners, L.P., and D.C. Capital
Partners, L.P., and Pardus European Special Opportunities Master
Fund, L.P., were appointed to the Committee.  The Equity Committee
is now comprised of four individual investors, Luqman Yacub, James
E. Bishop, Sr., and James H. Kelly, and James N. Koury, as trustee
of the Koury Family Trust, after other members resigned.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said the circumstances which
existed in March 2006 that provided the basis for the appointment
of the Equity Committee have changed dramatically since then.
Because equity security holders will almost certainly receive no
distributions in these chapter 11 cases, the costs to the Debtors'
estates of continuing to maintain the Equity Committee can no
longer be justified.

In their motion filed with the Court, the Debtors said they have
worked tirelessly to effectuate their transformation plan, and,
achieved confirmation of their Chapter 11 Plan.  When the Court
entered the confirmation order on January 25, 2008, the total
business enterprise value associated with the Plan was $12.8
billion based upon an agreed negotiated value with the Debtors'
principal stakeholders.  The Confirmed Plan for an estimated 100%
recovery for unsecured claims aggregating up to $3.69 billion, and
a $348 million recovery (in the form of new stock and warrants to
purchase stock) for holders of existing stock in Delphi.

After the closing on Delphi's Confirmed Plan was suspended on
April 4, 2008, Delphi undertook to reaffirm the business plan
embodied in the Confirmed Plan.  This reaffirmed business plan for
2008-2011 was attached to the Modified Disclosure Statement filed
on October 3, 2008, as part of the Plan Modification Motion.  The
mid-point of the total enterprise business valuation associated
with the Debtors' revised reorganization plan was $7.2 billion.
Because of that reduced valuation, the revised proposed
distributions to creditors and equity security holders in the
modified plan filed on October 3, 2008 were materially less than
under the Confirmed Plan.

Mr. Butler said that, after the Debtors developed and filed the
revised plan, the global automotive industry took a dramatic turn
for the worse.  During the fourth quarter of 2008 and the first
quarter of 2009, domestic and global vehicle sales and production
plummeted dramatically to lows not seen in decades.  Additionally,
the global credit and capital markets remain frozen, which has had
a significant negative impact on the Debtors' businesses as well
as those of other automotive suppliers and OEMs.  The severity of
these economic crises has led governments around the world,
including the United States, to take protective actions aimed at
avoiding the financial collapse of key participants in the global
automotive industry.

Facing these significant economic challenges, the Debtors are
negotiating with their stakeholders which have a continuing
economic interest in the Debtors' reorganization cases to
formulate further plan modifications.  In connection with those
discussions, the Debtors are making further revisions to their
business plan consistent with the recent North American vehicle
production volume declines, the global slowdown in vehicle sales,
and the ongoing economic recession.  Although no formal revised
business plan has been completed, it is anticipated that the total
business enterprise value associated with the revised plan will be
substantially below the valuation range contained in the Plan
Modification Motion and may be equivalent to, or even less than,
the amount of the Debtors' postpetition obligations, including the
DIP credit facility, Mr. Butler said.

According to Mr. Butler, as of April 13, Tranches A and B of the
Debtors' DIP credit facility are trading at 78.5% of the face
amount of such debt and Tranche C of the DIP credit facility is
trading at approximately 14.8% of the face amount. In addition,
trading activity in the Debtors' prepetition bonds is currently
sporadic, with asking prices ranging from one to three percent of
the face amount of such bonds and some recent trades taking place
at a price lower than one percent of the face amount.

It is now clear that there is no substantial likelihood of a
meaningful distribution to the Debtors' equity security holders,
Mr. Butler asserted.  Thus, the rationale which formed the basis
for the appointment of the Equity Committee, as articulated by
this Court in its 2006 Decision, is no longer operative.

The Debtors also expressed concern on the ongoing cost to their
estates of the Equity Committee.  The four professional firms that
have been retained to represent the Equity Committee over the
course of these chapter 11 cases have collectively accrued more
than $19 million of fees and expenses, including both fees and
expenses that have been awarded by Court order through September
30, 2007, and amounts subsequently billed through February 2009.
Any further costs of the Equity Committee are no longer
justifiable, Mr. Butler said.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------

Debtor: Delta Group, LLC
           dba Chappy Mall
         P. O. Box 2324
         Branson, MO 6561

Bankruptcy Case No.: 09-60851

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: Raymond I. Plaster, Esq.
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  Email: riplaster@rip-pc.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 its petition.

The petition was signed by Christina Tsahiridis, managing member
of the Company.


DOLLAR THRIFTY: Discloses Credit Exposure to Chrysler and GM
------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., provided an update on its
credit exposure to Chrysler LLC and General Motors Corporation.

The Company said it has no credit exposure to GM.  It has,
however, potential exposure to Chrysler, its principal supplier,
comprised of:

   -- Approximately $11 million in trade receivables from Chrysler
      Under incentive and vehicle repurchase programs.

   -- Approximately $5 million in estimated exposure for residual
      Value guarantees provided by Chrysler on approximately 690
      program vehicles that have been returned to auction but not
      yet sold.  Vehicles have been at auction an average of 172
      days.  At the time of sale, Chrysler will be obligated to
      pay the Company the difference between the auction price of
      the vehicle and the residual value agreed by the parties at
      the time of purchase.  Auction proceeds will be paid
      directly to the Company by the auction.

   -- Approximately $23 million in estimated exposure for residual
      Value guarantees on approximately 3,600 program vehicles
      currently in the Company's rental fleet.  These vehicles are
      subject to return to auction in the third and fourth
      quarters of 2009.  In the event of a Chrysler bankruptcy,
      the Company has the ability to extend the holding period of
      these vehicles by converting them to risk vehicles.  This
      would allow the Company to generate additional revenue over
      the useful life of the vehicle to offset the cost of the
      loss of the residual value guarantee.

"These are extremely difficult times in the automotive industry
and there is significant uncertainty surrounding the impact of a
bankruptcy of GM or Chrysler.  We have aggressively reduced our
exposure to Chrysler from over $215 million as of December 31,
2008 to a more manageable level, and we expect additional
reductions going forward," said Scott L. Thompson, President and
Chief Executive Officer.  "Our reduced exposure is a result of
decisive actions over the last six months to reposition the
Company.  These actions included changing our fleet mix from high
program vehicle content to a predominately risk vehicle fleet,
ceasing orders of certain program vehicles, modifying the timing
of vehicle incentive payments, extending holding periods and
executing a secondary supply agreement with Ford Motor Company.
We believe these actions will significantly mitigate the direct
impact on us in the event of a Chrysler bankruptcy."

              About Dollar Thrifty Automotive Group

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

                          *     *     *

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

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


DOLLAR THRIFTY: Board Approves 2009 Compensation Plan for Execs
---------------------------------------------------------------
The Board of Directors of Dollar Thrifty Automotive Group, Inc.
approved the 2009 Executive Incentive Compensation Plan, its
annual bonus plan for executive officers, effective April 14,
2009.

The Incentive Compensation Plan provides participants with the
opportunity to earn an annual bonus based on a percentage of the
Company's earnings before interest, taxes, depreciation and
amortization.

The bonus will be paid in cash to participating executives if
actual EBITDA for the performance period equals or exceeds the
pre-established threshold.  The Incentive Awards allocated to
participants vary based on the participant's position and level of
responsibility within the Company.

Each executive officer's targeted level of Incentive Award is
based on a percentage of his or her base salary:

                                             Target Award
    Named                                (as a Percentage
    Executive Officer     Title           of Base Salary)
    -----------------     -----          ----------------
    Scott L. Thompson     President and         100%
                          Chief Executive
                          Officer

    R. Scott Anderson     Senior Executive       75%
                          Vice President

    H. Clifford           Executive Vice         75%
    Buster III            President and
                          Chief Financial
                          Officer

    Vicki J. Vaniman      Executive Vice         60%
                          President

    James S. Duffy        Vice President         35%

Upon achievement of the pre-established performance goals,
management will recommend to the Board individual participant
awards for approval.  It is anticipated that if the targeted level
of EBITDA is attained or exceeded, the payout under the Incentive
Compensation Plan would occur by March 15, 2010.

The Incentive Compensation Plan also includes a mechanism for
forfeiture and, if applicable, repayment by the participant of
awards where a participant engages in 'Detrimental Activity' as
defined in the plan.  In addition, executives who also participate
in the Company's Executive Retention Bonus Plan will only be
entitled to receive the greater of their bonus under the Incentive
Compensation Plan or their award under the Retention Bonus Plan.

              About Dollar Thrifty Automotive Group

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

                          *     *     *

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

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


DOUGLAS JACKSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------

Joint Debtors: Douglas Jackson
               Holly Jackson
               5019 Carefree Trail
               Parker, CO 80134

Bankruptcy Case No.: 09-17308

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: Aaron A. Garber, Esq.
                 303 E. 17th Ave., Ste. 500
                 Denver, CO 80203
                 Tel: 303-832-2400
                 Email: aag@kutnerlaw.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/cob09-17308.pdf

The petition was signed by the Jacksons.


DREIER LLP: Auction of Office Furniture on April 30
---------------------------------------------------
ClearBid, Inc. will conduct a final bankruptcy public auction sale
of office and designer furniture from the Dreier, LLP law firm
located at 499 Park Ave., New York, on April 30, 2009, at 11:00
a.m.

The assets to be sold consist of executive office furniture, Dell
PC's, LCD monitors, HP printers, peripherals, large law library
and more.

Please see http://www.clearbid.com/for further details.

                         About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.  Mr. Dreier has been charged by the U.S. government for
conspiracy, securities fraud and wire fraud before the U.S.
District Court for the Southern District of New York (Manhattan)
(Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S.D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


EPIX PHARMA: Files Amendment to Exchange Offer Documents
--------------------------------------------------------
EPIX Pharmaceuticals, Inc., filed Amendment No. 1 to Schedule TO
to amend and supplement its Tender Offer Statement on Schedule TO
filed on April 7, 2009, with the Securities and Exchange
Commission, in connection with the Company's offer to repurchase
its 3.00% Convertible Senior Notes Due 2024.

As reported by the Troubled Company Reporter on April 8, EPIX
Pharmaceuticals commenced an exchange offer for all of its
$100 million aggregate principal amount of 3.00% Convertible
Senior Notes due 2024.  EPIX is offering to exchange the Notes for
shares of common stock and a cash payment.

The Offer to Exchange and Consent Solicitation expires at
12:00 a.m., New York City time, on May 5, 2009, unless the
Exchange Offer and Consent Solicitation is extended by the Company
with the consent of the holders of at least 75% in outstanding
principal amount of the Notes.  The original deadline was May 4.

The Exchange Offer is being made in connection with the Company's
sale of certain of its patents relating to, and rights to
commercialization of, MS-325 -- formerly marketed as Vasovist,
gadofosveset trisodium by Bayer Schering Pharma AG, Germany -- in
certain territories, pursuant to an Asset Purchase Agreement
between the Company and Lantheus Medical Imaging, Inc.  The
aggregate cash payment of up to $18,000,000 to be paid to the
holders of Notes that tender in the Exchange Offer will be funded
primarily from the net proceeds of the Product Sale, which were
received by the Company upon completion of the Product Sale on
April 6, 2009.

A full-text copy of Amendment No. 1 is available at no charge at:

             http://ResearchArchives.com/t/s?3be2

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The Company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


EPIX PHARMA: Needs At Least $50MM By August to Keep Itself Afloat
-----------------------------------------------------------------
EPIX Pharmaceuticals, Inc., disclosed in a filing with the
Securities and Exchange Commission that it is looking to raise at
least $50 million from a capital raising transaction prior to the
end of August 2009.

As of December 31, 2008, the Company had $24.6 million of cash and
cash equivalents to fund future operations.  It believes that its
cash and cash equivalents, along with anticipated revenue that it
expects to earn during the first half of 2009, will fund its
operations only through the end of August 2009.  If it is unable
to obtain additional capital to fund operations beyond August
2009, it will not be able to sustain operations and would be
required to cease operations or seek bankruptcy protection.

In March, the Company tried to reduce its cost structure by
eliminating approximately 50% of its workforce, narrowing the
focus of its research and development efforts to its lead clinical
programs, PRX-03140 being developed for the treatment of
Alzheimer's disease and PRX-08066 being developed for the
treatment of pulmonary hypertension associated with chronic
obstructive pulmonary disease, and it partnered preclinical
programs with SmithKline Beecham Corporation (GlaxoSmithKline) and
Cystic Fibrosis Foundation Therapeutics, Incorporated.  It also
reduced its research and development obligations under its
collaboration agreement with GlaxoSmithKline through September 13,
2009, for programs other than the PRX-03140 program.  The Company
noted that, in addition to reducing its future net expenses, these
efforts also significantly reduced its ability to achieve
projected revenues.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


EZ RENT TO OWN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------

Debtor: EZ Rent To Own, Inc.
        1165 Northgate Road
        Bossier City, LA 71112

Bankruptcy Case No.: 09-11159

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Debtor's Counsel: Ralph Scott Bowie, Jr., Esq.
                  Daye, Bowie & Beresko, APLC
                  400 Travis, Suite 700
                  Shreveport, LA 71101
                  Tel: (318) 221-0600
                  Fax: (318) 221-8158
                  Email: rsbowie@bellsouth.net

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

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

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

           http://bankrupt.com/misc/lawb09-11159.pdf

The petition was signed by Jarome Greenberg, chairman of the board
of the Company.


FIRST BANK OF BEVERLY HILLS: FDIC Appointed as Receiver
-------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of First Bank of Beverly Hills, Calabasas,
California.  The bank was closed Friday by the California
Department of Financial Institutions, which appointed the FDIC as
receiver.

For insured deposits placed directly with the bank and not through
a broker, the FDIC will mail these customers checks for their
insured funds on Monday.  For insured deposits from brokers, the
FDIC will pay the brokers directly once brokers provide the FDIC
with the necessary documents.  Brokered deposit customers should
contact their brokers directly about the status of their accounts.

First Bank of Beverly Hills, as of December 31, 2008, had total
assets of $1.5 billion and total deposits of $1 billion.  It is
estimated that the bank has $179,000 of uninsured deposits.

Customers who have questions about the transaction can call the
FDIC toll free at 1-800-523-8089.  Interested parties can also
visit the FDIC's Web site at:

   http://www.fdic.gov/bank/individual/failed/beverlyhills.html.

First Bank of Beverly Hills is the 28th FDIC-insured institution
to fail this year and the fourth in California.  The last bank to
be closed in the state was County Bank, Merced, on February 6,
2009.  The FDIC estimates the cost of the failure to its Deposit
Insurance Fund to be approximately $394 million.

Congress created the Federal Deposit Insurance Corporation --
http://www.fdic.gov-- in 1933 to restore public confidence in the
nation's banking system.  The FDIC insures deposits at the
nation's 8,305 banks and savings associations and it promotes the
safety and soundness of these institutions by identifying,
monitoring and addressing risks to which they are exposed.  The
FDIC receives no federal tax dollars -- insured financial
institutions fund its operations.


FIRST BANK OF IDAHO: FDIC Appointed as Receiver
-----------------------------------------------
First Bank of Idaho, FSB, Ketchum, Idaho, was closed Friday by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with U.S.
Bank, Minneapolis, Minnesota, to assume all of the deposits,
excluding those from brokers, of First Bank of Idaho.

The failed bank had seven offices in Idaho and Wyoming.  All seven
offices will reopen on Monday as branches of U.S. Bank.
Depositors of First Bank of Idaho will automatically become
depositors of U.S. Bank.  The two drive-up windows with Saturday
hours reopen Saturday and operated under normal business hours.

Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until U.S. Bank can fully
integrate the deposit records of First Bank of Idaho.

Over the weekend, depositors of First Bank of Idaho can access
their money by writing checks or using ATM or debit cards.  Checks
drawn on the bank will continue to be processed.  Loan customers
should continue to make their payments as usual.

As of December 31, 2008, First Bank of Idaho had total assets of
approximately $488.9 million and total deposits of $374.0 million.
U.S. Bank paid a premium of 0.55 percent to acquire the deposits
of First Bank of Idaho.

U.S. Bank will not assume $112.8 million in brokered deposits held
by First Bank of Idaho.  The FDIC will pay the brokers directly
for the amount of their funds.  Customers who placed money with
brokers should contact them directly for more information about
the status of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2845.  Customers who would like more
information about the transaction can also visit the FDIC's Web
site at

   http://www.fdic.gov/bank/individual/failed/firstbankidaho.html

In addition to acquiring the failed banks deposits, U.S. Bank
agreed to purchase approximately $17.8 million in assets.  The
FDIC will retain any remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $191.2 million.  U.S. Bank's acquisition of the deposits
of First Bank of Idaho was the "least costly" resolution for the
FDIC's Deposit Insurance Fund compared to alternatives.  First
Bank of Idaho is the 29th bank to fail in the nation this year and
the first in the state.  The last FDIC-insured institution to fail
in Idaho was Northwestern Federal Savings and Loan Association,
Boise, on August 26, 1988.

Congress created the Federal Deposit Insurance Corporation --
http://www.fdic.gov-- in 1933 to restore public confidence in the
nation's banking system.  The FDIC insures deposits at the
nation's 8,305 banks and savings associations and it promotes the
safety and soundness of these institutions by identifying,
monitoring and addressing risks to which they are exposed.  The
FDIC receives no federal tax dollars -- insured financial
institutions fund its operations.


FIRST INDUSTRIAL: Moody's Downgrades Senior Debt Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of First
Industrial Realty Trust and First Industrial L.P. (senior
unsecured debt to Ba1, from Baa3).  The ratings remain on review
for possible downgrade.

This rating action reflects Moody's view that First Industrial's
performance will continue to suffer from the exacerbating economic
downturn, and that its constrained liquidity position and
potential erosion of the cushion under its covenants as a result
of weaker earnings are no longer consistent with an investment
grade rating.

Moody's expects First Industrial's earnings to deteriorate in the
upcoming quarters as the current broad-based recession takes a
toll on demand for industrial space, leasing velocity and rents.
In addition to addressing its annual rent roll and stabilizing its
development pipeline, Moody's also believes that First Industrial
may have to mitigate the effects of unexpected tenant bankruptcies
as a variety of firms succumb to the present severe economic
downturn.

In tandem with the anticipated earnings pressure, Moody's expects
First Industrial's debt protection measures, such as fixed charge
coverage and debt/EBITDA, to weaken materially over the coming
quarters.  Most significantly, Moody's is concerned about the
cushion First Industrial has with respect to its bank and bond
covenants, and the REIT's ability to remain in compliance with its
covenants in the deteriorating market environment.

Offsetting these negatives, First Industrial benefits from a
geographically diverse and virtually unencumbered portfolio with
laddered debt expirations and no material debt maturities until
2011 (after the upcoming June 2009 $125 million re-financing,
which is expected to be completed on a secured basis).  Although
the REIT's secured debt will increase as it works to raise funds
by pledging properties, Moody's believes First Industrial's
secured leverage will likely remain low in comparison to its peers
in the rating category.

During its review, Moody's will focus on First Industrial's
liquidity and the re-financing of the June 2009 maturity.  For the
rating outlook to be revised to stable, First Industrial's
earnings would need to stabilize as evidenced by maintaining a
fixed charge coverage of approximately 2.0X over several quarters
while limiting leverage to 65% debt/gross assets or below 7X
debt/EBITDA and secured debt below 20% of gross assets.  Moody's
does not expect this to occur in the near-term.  Also, maintaining
covenant compliance and adequate liquidity would be key for a
stable outlook.

Negative rating pressure would occur from further earnings
deterioration leading to a decline in fixed charge closer to 1.5X,
leverage increasing to above 70% debt/gross assets, secured debt
rising above 25% of gross assets, or any liquidity challenges or
covenant violations.  The latter could result in a multiple-notch
downgrade.

These ratings were downgraded and maintained on review for
possible downgrade:

* First Industrial L.P. -- Senior debt to Ba1 from Baa3; senior
  debt shelf to (P)Ba1 from (P)Baa3

* First Industrial Realty Trust, Inc. -- Preferred stock at to Ba2
  from Ba1; preferred stock shelf to (P)Ba2 from (P)Ba1

Moody's last rating action with respect to First Industrial was on
March 5, 2009, when Moody's downgraded the ratings of First
Industrial L.P. to Baa3 from Baa2 (senior unsecured) and First
Industrial Realty Trust, Inc. to Ba1 from Baa3 (preferred stock)
and placed the ratings on review for possible downgrade.


First Industrial Realty Trust, Inc. [NYSE:] is an industrial real
estate investment trust that controls over 70 million square feet
of warehouse, manufacturing and light industrial assets, in
addition to over 680 acres of developable land in more than 30
markets in the United States and Canada.  At December 31, 2008,
First Industrial had $3.2 billion in assets and $864 million in
book equity.


FOOT LOCKER: Moody's Confirms Corporate Family Rating at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service confirmed Foot Locker, Inc.'s debt
ratings, including its Ba3 corporate family and probability of
default ratings and the B1 rating on its 8.5% senior, unsecured
notes.  The ratings outlook is negative.  This concludes the
review for possible downgrade that was initiated on November 25,
2008.

Despite reporting a 7.3% decline in same store sales in the fourth
quarter fiscal 2008, Foot Locker's adjusted operating margin
improved on lower operating expenses and reduced inventory levels,
which led to lower than expected promotional activity.  Although
Debt/EBITDA, adjusted for significant non-cash impairment charges,
remains high, the metric declined below 6.0x.  The confirmation
reflects Foot Locker's credible market position, moderate scale,
and global diversification; as well as its very good liquidity and
modest level of funded debt, which is currently below its excess
cash level.

The negative outlook reflects the company's high lease adjusted
financial leverage and limited room for adverse shocks due to the
ongoing weak retail sales environment.  A downgrade could stem
from any deterioration in same store sales, margins or credit
metrics versus current expectations, or more aggressive financial
policies such as share repurchases.  The outlook could be
stabilized should credit metrics sustainably improve, and the
company maintains, or improves, comparable store sales relative to
its peers.

These ratings were confirmed / LGD assessments revised:

  -- Corporate family rating at Ba3;
  -- Probability of default rating at Ba3;
  -- Senior unsecured notes at B1 (LGD4, 64%).

The rating outlook is negative.

Moody's last rating action for Foot Locker was on November 25,
2008 when all ratings were placed on review for a possible
downgrade.

Foot Locker, Inc., is a specialty athletic retailer, operating
over 3,600 stores in 21 countries in North America, Europe, and
Australia.  Store nameplates include Foot Locker, Footaction, Lady
Foot Locker, Kids Foot Locker, Champs Sports, while its direct-to-
customer channel is Footlocker.com/Eastbay/CCS.  Revenue for the
fiscal year ended January 31, 2009 exceeded $5.2 billion.


FORD MOTOR: Posts $1.4BB Q1 2009 Net Loss, Won't Seek Fed Loan
--------------------------------------------------------------
Ford Motor Company reported a first quarter net loss of $1.4
billion. This compares with net income of $70 million the first
quarter of 2008.

Ford's first quarter 2009 pre-tax operating loss, excluding
special items, was approximately $2 billion, a decline from a
profit of $686 million a year ago.  On an after-tax basis, Ford
lost $1.8 billion in the first quarter, compared with a profit of
$477 million a year ago.

"Our results in the first quarter reflected the extremely
difficult business environment and weak demand for autos around
the world," said Ford President and CEO Alan Mulally.  "Despite
the challenges, Ford made strong progress on our transformation
plan by gaining share with strong new products, slowing operating-
related cash outflows, reducing outstanding debt, lowering our
structural costs and reaching new agreements with the UAW."

Ford finished the first quarter with $21.3 billion in Automotive
gross cash and reiterated that based on current planning
assumptions it does not expect to seek a bridge loan from the U.S.
government.

In the first quarter, Ford took a number of actions to strengthen
its overall business, and also started discussions with interested
parties regarding the sale of Volvo.

Ford and Ford Motor Credit Company executed actions to reduce
Ford's debt obligations by $10.1 billion at par value and lower
the company's annual cash interest payments by more than $500
million.  Of that $10.1 billion, $2.4 billion in debt obligations
were reduced in the first quarter and will be reflected in Ford's
first quarter financial statements.  The remainder was reduced on
April 8, 2009, and will be reflected in Ford's second quarter
results.  In addition, as previously announced, Ford drew $10.1
billion under its secured revolving credit facility, providing
protection against the instability of the capital markets and the
uncertain state of the global economy.

Additionally, Ford negotiated and ratified modifications to its
collective bargaining agreement with the United Auto Workers union
that will lower the company's overall labor costs in the U.S. by
about $500 million annually.  The company announced a new buyout
program for U.S. hourly employees that will be completed in the
second quarter.  Ford also reached an agreement in principle with
the UAW which, subject to court and other approvals, would allow
the company to settle up to half of its future cash VEBA
obligations with Ford common stock.

Based on current planning assumptions, Ford said it remains on
track to meet or beat its financial targets, including the target
for its overall and North American Automotive pre-tax results to
be breakeven or better in 2011, excluding special items.

Ford reiterated that it expects operating-related cash outflows in
2009 to be significantly less than 2008.

"The successful debt restructuring, coupled with previously
announced agreements with the United Auto Workers, will strengthen
Ford's balance sheet and will result in significant savings going
forward," said Lewis Booth, Ford executive vice president and
chief financial officer.  "On the product side, our global lineup
has never been stronger.  We remain hopeful that the government
stimulus actions around the world will help improve auto demand,
particularly in the second half of this year."

Meanwhile, Ford said its Ford Credit unit reported a pre-tax loss
of $36 million in the first quarter, compared with a pre-tax
profit of $32 million a year ago.  The decline was primarily
explained by lower volume and a higher provision for credit
losses, partly offset by lower depreciation expense for leased
vehicles and lower net losses related to market valuation
adjustments to derivatives.

For said Other Financial Services reported a loss of $26 million
in the first quarter, a $58 million decline from a year ago.  The
decline primarily reflects non-recurrence of gains related to real
estate transactions.

Despite the severe global downturn, Ford said it continues to make
progress on all four pillars of its plan:

   -- Aggressively restructuring to operate profitably at the
      current demand and changing model mix

   -- Accelerating the development of new products that customers
      want and value

   -- Financing the plan and improving the balance sheet

   -- Working together effectively as one team, leveraging Ford's
      global assets

In addition to the key restructuring actions discussed, Ford also
continues a collaborative effort to reduce its dealer levels, with
a 14 percent reduction since 2005, consolidate and realign its
suppliers, and reduce salaried and other overhead costs.  With the
$1.9 billion of first quarter Automotive structural cost
reductions, Ford is on track to exceed its target to reduce
Automotive structural costs by $4 billion in 2009.

"Clearly, these continue to be challenging days for the global
auto industry.  I remain encouraged by the progress Ford is making
to allow us to operate through the downturn and emerge as a lean,
globally integrated automaker poised for profitable growth when
the economy rebounds," Mulally said.  "Ford continues to take
decisive actions working with all of our stakeholders to ensure
our long-term competitiveness."

                         About Ford Motor

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

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

                          *     *     *

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

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


FORD MOTOR: Expects Deal for Volvo Within Next 12 Months
--------------------------------------------------------
Ford Motor Company said it is probable that it will dispose of its
Volvo operations within the next 12 months.

In the first quarter, Ford started discussions with interested
parties regarding the sale of Volvo.

Ford has classified Volvo as held for sale in preparation of its
first quarter 2009 financial statements.  It has conducted held-
for-sale impairment testing for Volvo, and concluded on April 21,
2009, that it would have a $650 million impairment charge to be
reflected in its financial statements for the first quarter of
2009.

                         About Ford Motor

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

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

                          *     *     *

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

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


FORD MOTOR CREDIT: Posts $13 Million First Quarter Net Loss
-----------------------------------------------------------
Ford Motor Credit Company reported a net loss of $13 million in
the first quarter of 2009, a decrease of $37 million from net
income of $24 million a year earlier.  On a pre-tax basis, Ford
Motor Credit reported a loss of $36 million in the first quarter,
compared with earnings of $32 million in the previous year.

The decrease in pre-tax earnings primarily reflected lower volume
and a higher provision for credit losses, offset partially by
lower depreciation expense for leased vehicles and lower net
losses related to market valuation adjustments to derivatives.
Lower operating costs were offset partially by other expenses,
including restructuring costs.

"Like the rest of the industry, Ford Motor Credit continues to be
affected by credit market constraints, reduced vehicle sales, low
consumer confidence, and job contraction in difficult economic
conditions," said Mike Bannister, Ford Motor Credit chairman and
CEO.  "However, we continue to provide consistent levels of
support to Ford Motor Company dealers and customers in the
downturn through our strong business and prudent lending
practices."

On March 31, 2009, Ford Motor Credit's on-balance sheet net
receivables totaled $104 billion, compared with $116 billion at
year-end 2008.  Managed receivables were $106 billion on March 31,
2009, down from $118 billion on December 31, 2008.  The lower
receivables primarily reflected lower North America and Europe
receivables, mainly due to lower industry volumes, lower dealer
stocks, and the transition of Jaguar, Land Rover, and Mazda
financing to other finance providers.

On March 31, 2009, managed leverage was 10 to 1.  During the
quarter, Ford Motor Credit used $1.1 billion of cash to purchase a
portion of Ford Motor Company's senior secured term loan debt.
Ford Motor Credit distributed the term loan debt to its immediate
parent, Ford Holdings LLC, whereupon it was forgiven.

                  About Ford Motor Credit Company

Ford Motor Credit Company LLC -- http://www.fordcredit.com-- is
one of the world's largest automotive finance companies and has
supported the sale of Ford Motor Company products since 1959. Ford
Motor Credit is an indirect, wholly owned subsidiary of Ford. It
provides automotive financing for Ford, Lincoln, Mercury and Volvo
dealers and customers.

                         About Ford Motor

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

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

                           *     *     *

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

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


GAINEY CORP: Court Extends Plan Filing Period to June 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
extended Gainey Corp. and its affiliated debtors' exclusive
periods to file a bankruptcy plan to June 1, 2009, and to solicit
acceptances of that plan to July 15, 2009.

In papers filed with the Court, the Debtors related that this will
be their final request for the extension of their exclusive
periods.  The Debtors said that they will use the requested
extension to engage in new discussions with possible equity
investors and financiers.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John T.
Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors
as counsel.  Alixpartners, LLC is the Debtors' restructuring and
financial consultant.  Virchow Krause and Company, LLP is the
Debtors' financial advisor.  Eric David Novetsky, Esq., Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind,
Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe,
Raitt, Heuer & Weiss, PC, represent the Official Committee of
Unsecured Creditors as counsel.  In its schedules, Gainey Corp.
listed total assets of $32,634,336 and total debts of
$226,766,249.


GAINEY CORP: May Continue to Use Cash Collateral Until April 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan has
extended Gainey Corp. and its affiliated debtors' authority to use
Wachovia Bank and other pre-petition lenders' cash collateral
until July 17, 2009, in accordance with a budget.  In relation to
its February 11 cash collateral order, the Court also extended the
time for the filing of a Plan of Reorganization by the Debtors
until June 1, 2009.

Failure to file a plan by June 1, 2009, will constitute a default
under the Cash Collateral order.  All other terms of the Court's
final cash collateral order are unchanged.

As reported in the Troubled Company Reporter on January 19, 2009,
as of the petition date, the Debtors owed prepetition lenders a
total of $239,437,045, secured by substantially all of the
Debtors' personal property assets and a mortgage on certain real
property owned by Lester Coggins Trucking, Inc., in Okahumpka,
Florida.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on
October 14, 2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields,
Esq., John T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.   In its
schedules, Gainey Corp. listed total assets of $32,634,336 and
total debts of $226,766,249.


GENERAL GROWTH: Wilmington Trust Named to Creditors' Committee
--------------------------------------------------------------
Wilmington Trust has been appointed by the United States Trustee
to the unsecured creditors' committee in the bankruptcy of General
Growth Properties.  Wilmington Trust provides trustee services for
certain holders of debt and trust preferred securities issued by
General Growth Properties.

Wilmington Trust is not a direct holder of debt issued by any GGP
entity and has no credit exposure, unsecured or otherwise, to GGP.
Wilmington Trust is paid a fee for providing trust services such
as those involved in the GGP case.  GGP's filing has no effect on
Wilmington Trust's balance sheet, credit quality, or financial
condition.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities.  Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                       About Wilmington Trust

Wilmington Trust Corporation (WL) is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman Islands, the
Channel Islands, London, Dublin, Frankfurt, Luxembourg, and
Amsterdam.

                       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: Moody's Reviews Ratings on 15 Rake Bonds
--------------------------------------------------------
Moody's Investors Service placed the ratings of 15 rake or non-
pooled bonds from six CMBS transactions on review for possible
downgrade due to concerns about potential non-reimbursed trust
expenses and interest shortfalls related to the Chapter 11
bankruptcy filing of General Growth Properties and affiliates on
April 16, 2009.  In these transactions, Moody's rated promise is
to the timely payment of interest and ultimate payment of
principal by the final rated distribution date.  Moody's action
reflects the possibility that non-reimbursed trust expenses and
interest shortfalls may cause a disruption in the timely payment
of interest on the rake or non-pooled bonds.

Like non-pooled bonds, rake bonds are exposed to the first loss
occurring on a single loan, or to the non-reimbursed trust
expenses and interest shortfalls that may occur as a result of the
loan being transferred to special servicing.  There is no benefit
from the pooling of cash flows from other loans.  As a result,
special servicing fees, legal expenses, and other trust expenses
may create interest shortfalls that could negatively impact the
non-rated or rated classes in reverse sequential order.  In some
cases, these shortfalls and expenses may not be reimbursed by the
loan borrower upon the return of the loan to master servicing.

The bankruptcy filing includes 158 properties. Of these, 46
properties are in 39 Moody's rated U.S. CMBS transactions.
Moody's has reviewed the 39 deals and has concluded that no action
is warranted at this time on the remaining 33 deals where pooled
GGP loans were subject to the Chapter 11 filing.  Moody's will
continue to monitor the GGP bankruptcy case and the transactions
with exposure to GGP; if there are any material changes, rating
actions will be taken, if warranted.

In Moody's review, Moody's concluded that the GGP exposure was not
material in some deals.  In others, prior rating actions reflected
a below-investment grade underlying rating for the asset
commensurate with the current risk.  Finally, in the remaining
deals, amortization and improved property performance, along with
bond level paydowns and increased credit enhancement, mitigated
the increased probability of default and expected loss associated
with GGP's bankruptcy filing.  In addition, when interest
shortfalls and non-reimbursed trust expenses occur in the
transactions in which the GGP affected loans are pooled, there is
a non-rated class or classes that have an appropriate low rating
to absorb these shortfalls.

Moody's rating action is:

Citigroup Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C5

  -- Class AMP-1, $40,000,000, currently rated Baa2, on review for
     possible downgrade; previously downgraded to Baa2 from Baa1
     on 2/9/2009

  -- Class AMP-2, $48,000,000, currently rated Baa3; on review for
     possible downgrade; previously downgraded to Baa3 from Baa2
     on 2/9/2009

  -- Class AMP-3, $27,000,000, currently rated Ba1, on review for
     possible downgrade; previously downgraded to Ba1 from Baa3 on
     2/9/2009.

These classes are supported by a B note secured by the borrower's
interest in Ala Moana Center, a 2.0 million square foot regional
mall and office component located in Honolulu, Hawaii.  The Ala
Moana Center is the dominant retail center in its trade area and
is considered the world's largest open-air shopping center.  The
property recently completed an expansion that included a 200,000
square foot Nordstrom department store as well as 100,000 square
feet of additional retail space.

Moody's prior full review is summarized in a press release dated
February 9, 2009.

Gallery at Harborplace Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2000-C5C

  -- Class B-1, $3,200,000, currently rated Baa2, on review for
     possible downgrade; previously downgraded to Baa2 from A3 on
     3/11/2009

  -- Class B-2, $5,100,000, currently rated Ba1, on review for
     possible downgrade; previously downgraded to Ba1 from Baa2 on
     3/11/2009

  -- Class B-3, $2,200,000, currently rated Ba2, on review for
     possible downgrade; previously downgraded to Ba2 from Baa3 on
     3/11/2009

These classes are supported by a B note secured by the borrower's
interest in Gallery at Harborplace, a 404,000 square foot office
and retail mixed use complex located within the Inner Harbor
development in Baltimore, Maryland.  The property was developed in
1987 by The Rouse Company which was acquired by GGP in 2004.

Moody's prior full review is summarized in a press release dated
March 11, 2009.

GE Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2003-C2

  -- Class BLVD-1, $1,706,377, currently rated A2, on review for
     possible downgrade; previously affirmed at A2 on 11/7/2007

  -- Class BLVD-2, $2,501,000, currently rated A3, on review for
     possible downgrade; previously affirmed at A3 on 11/7/2007

  -- Class BLVD-3, $4,502,000, currently rated Baa1, on review for
     possible downgrade; previously affirmed at Baa1 on 11/7/2007

  -- Class BLVD-4, $3,549,000, currently rated Baa2, on review for
     possible downgrade; previously affirmed at Baa2 on 11/7/2007

  -- Class BLVD-5, $7,960,750, currently rated Baa3, on review for
     possible downgrade; previously affirmed at Baa3 on 11/7/2007

These classes are supported by a B note secured by the borrower's
interest in Boulevard Mall, a 1.2 million square foot shopping
center located in Las Vegas, Nevada.  The center is anchored by
Sears, Dillard's, Macy's and J.C. Penney.

Moody's prior full review is summarized in a press release dated
November 7, 2007.

GS Mortgage Securities Corporation II, Commercial Pass-Through
Certificates, Series 2001-GL III

  -- Class F-NFC, $10,460,000, currently rated Aa3, on review for
     possible downgrade; previously downgraded to Aa3 from Aa2 on
     3/19/2009

  -- Class G-NFC, $5,910,569, currently rated A1, on review for
     possible downgrade; previously downgraded to A1 from Aa3 on
     7/31/2008

These classes are supported by a B note secured by the borrower's
interest in Northridge Fashion Center, a 1.4 million square foot
regional mall located in Northridge, California.  The mall is
anchored by Macy's, Sears and J.C. Penney.

Moody's prior full review is summarized in a press release dated
July 31, 2008.

Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2004-C14

  -- Class PP, $37,145,889, currently rated Ba1, on review for
     possible downgrade; previously affirmed at Ba1 on 5/4/2007

The class is supported by a B note secured by the borrower's
interest in Park Place Mall, a 1.0 million square foot regional
mall located in Tucson, Arizona.  The center is anchored by Sears,
Dillard's and Macy's.

Moody's prior full review is summarized in a press release dated
May 4, 2007.

Wachovia Bank Commercial Mortgage Trust 2006-C26, Commercial Pass-
Through Certificates, Series 2006-C26

  -- Class WM, $10,000,000, currently rated Baa3, on review for
     possible downgrade; previously affirmed at Baa3 on 2/10/2009

The class is supported by a B note secured by the borrower's
interest in Woodlands Mall, 1.4 million square foot mall located
in Woodlands, Texas.  The center is anchored by Dillard's,
Foley's, Sears and J.C. Penney.

Moody's prior full review is summarized in a press release dated
February 10, 2009.


GENERAL MOTORS: Morrison & Foerster Offers Bankruptcy Blueprint
---------------------------------------------------------------
Morrison & Foerster partner Larry Engel, an experienced corporate
bankruptcy and restructuring attorney, lay out likely scenario
if Treasury succeeds in putting General Motors Corp. into
pre-arranged Chapter 11 for quick surgery.

Bankruptcy attorneys at Morrison & Foerster have written a piece
working through a host of key concerns certain to arise should GM
go into Chapter 11 proceedings.

In light of recent reports indicating that the U.S. Department of
the Treasury and GM are working on a plan for a "surgical"
prepackaged Chapter 11 filing by June 1, 2009, this memorandum
highlights some of the major issues Morrison & Foerster expects a
significant number of the firm's clients -- including existing
creditors and potential investors -- will confront in the event of
a GM bankruptcy filing.  Morrison & Foerster expects that any GM
filing, whether it is "prepackaged" or not, will be one of the
largest and most complex cases ever filed, involving a broad swath
of parties and a novel set of legal issues never before faced by
U.S. bankruptcy courts.  Notwithstanding the various challenges a
GM bankruptcy will inevitably bring, its proposed features will
present significant opportunities for clients, especially for
those who identify and grasp key issues early on.

As the details surrounding GM's reorganization plan are currently
being negotiated, this memorandum is a preliminary overview based
on Morrison & Foerster's collective knowledge of a variety of
automobile industry-related issues and the firm's expertise in the
secondary loan trading market, as well as the firm's broad-based
expertise in "mega"-sized bankruptcy cases across various
jurisdictions (U.S. and foreign).  This memorandum does not
constitute legal advice and is not intended to provide a
comprehensive summary of all issues that may arise in any GM
bankruptcy, or all issues relevant to each of the firm's clients.

              Debtor-in-Possession Financing Issues

Government-Sponsored DIP

Perhaps the most unique feature of any GM filing will involve the
extent of Treasury's role either as a DIP lender (possibly in
conjunction with conduit lenders who are experienced in
structuring DIP loans) or as a provider of credit support for a
DIP loan, which loan could total $70 billion.  As a DIP lender,
the U.S. Government would play a significant role in directing the
management of GM's bankruptcy case and be entitled to a "super
priority" claim, which would be required to be paid before all
other administrative claims and secured claims pursuant to a GM
plan of reorganization.

Besides "super priority" status, Treasury (and any conduit) would
be able to charge fees and dictate many of the terms of borrowings
(including related milestones and covenants).  Treasury may
require the grant of a security interest in GM's unencumbered
assets, wherever located, including leasehold interests.  There
may be DIP agreement provisions that allow DIP lenders to have
unfettered control over any unencumbered property.  Therefore, it
will be critical for parties to understand how the proposed DIP
structure works, and whether it seeks to encumber property
(located in the U.S. and abroad) otherwise subject to a grant or
pledge, existing third-party agreement, or applicable law.

Loan Trading Issues Involving GM Debt

Financial institutions currently trading GM debt (or potentially
trading a U.S. Government-backed DIP loan) will also need to have
a comprehensive understanding of any GM DIP facility, especially
as it may impact a lender's ability to continue trading GM debt.
Assuming the GM DIP facility looks to recent multi-billion dollar
bankruptcy court-approved DIP facilities as a guide, the GM DIP
facility may allow existing GM lenders to participate in the
funding of the DIP loan.  Should this occur, the DIP facility may
contain both a new money loan component and a roll-up loan
component, allowing existing and eligible lenders to put up
additional cash and reap certain DIP lender benefits, including
lucrative new terms.

Based on the firm's experience counseling lenders, agents, and
secondary market participants on DIP facilities (including the
recent Lyondell and Aleris DIP facilities), participation in DIP
facilities can be problematic for certain entities, including
CDO/CLO funds.  If a GM DIP facility seeks the participation of
existing lenders (or potentially new investors), parties in the
secondary loan market should not only understand how their rights
as a prepetition lender may be affected, but also whether they
will be able to clear the necessary hurdles in order to
participate.

Lenders should also understand how a GM DIP facility will treat
existing senior secured debt.  The unprecedented nature of a GM
bankruptcy filing will raise a host of novel questions for both
existing and potential DIP lenders, including:

     -- whether existing lenders be treated as a separate and
        superior tranche in a DIP facility,

     -- whether they be entitled to full voting rights on most
        issues concerning the DIP facility, and

     -- given the likelihood that Treasury will fund and guarantee
        most of any GM DIP facility, to what extent the Treasury
        will exert pressure on existing GM lenders (many of whom
        the U.S. Government has large equity stakes in) as a means
        of steering a GM bankruptcy case.

Whatever priority structure is proposed in the DIP facility will
be announced in the first days of a bankruptcy filing, and
vigilance is needed for existing lenders to protect their rights.

          Liquidation Issues and Acquisition Opportunities

Splitting GM in Two

According to recent reports, Treasury officials are examining one
potential outcome in which the "good GM" enters and exits
bankruptcy protection in as little as two weeks, using $5 billion
to $7 billion in federal financing.  Less desirable assets,
including unwanted brands, affiliates, factories, plants, and
health care obligations, would be left in the "old GM," which
would be liquidated over several years.  Putting aside the
question of whether GM assets can successfully be divided (given
GM's overlapping platforms, technology, and production), asset
sales in any GM bankruptcy are likely to be very expensive.
According to recent reports, GM may require more than $70 billion
from the U.S. Government, depending on the costs to unwind GM's
pension plan.  Assuming these plans take hold, old GM will be
under significant pressure to sell assets promptly pursuant to a
series of "section 363" bankruptcy sales.

Sale Process

Section 363 bankruptcy sales could present a golden opportunity
for investors, including non-U.S. investors, focused on purchasing
hard assets, equity, technology, brands, and other intellectual
property, and/or other intangible assets.  In a typical section
363 sale, assets generally are transferred on an "as-is" basis
without warranties, but free of liens, adverse interests, and
claims.  The buyer would purchase only those assets and related
contracts it actually wants, and leave behind unwanted assets.
Assets can be sold free and clear of a lender's security interest
and most other creditor claims, although the lender's security
interest likely will attach to the seller's proceeds from the
sale.  In addition, most bankruptcy sales also allow the buyer to
cut off claims for "successor liability," which could otherwise
arise in sales outside of bankruptcy.  Not all liabilities are cut
off, however.  Certain types of environmental claims, for example,
may be brought against transferees of the relevant asset.

In a typical section 363 sale, an interested buyer enters into an
asset purchase agreement with the debtor(s).  The debtor then
files a motion with the bankruptcy court to approve the agreement,
subject to higher and better offers that may be received in an
auction-like process before a hearing to approve the agreement.
The interested buyer is known as a "stalking horse."  The stalking
horse buyer normally negotiates various deal protections for
itself, including a break-up fee designed to compensate the buyer
if it is outbid.  In addition, a stalking horse buyer will
negotiate auction procedures specifying how competing bids will be
made, including limitations on due diligence for competing bids.
For these reasons, there are distinct advantages to being a
stalking horse bidder in appropriate circumstances.

Many section 363 sales are accomplished within an average of 30-45
days, although some sales may take up to 90 days.  In either
situation, the winning bidder often is the buyer with the best
ability to quickly evaluate the desired assets and react quickly
to competing bids from other parties, usually on the same day.
Indeed, the key to reaping the benefits of a section 363 sale
involves knowing how to identify strategically sound opportunities
and using the bankruptcy process as a powerful tool to help manage
the sale process.  Advance preparation is critical.  With the
appropriate protections and procedures in place, investors will be
able to obtain desirable assets in a GM bankruptcy in a cost-
efficient and relatively quick manner.

                         Pension Plan Issues

Recent reports indicate that GM faces a $13.5 billion shortfall on
its pension plan, with $98 billion in liabilities and
$84.5 billion in assets as of the close of 2008.  GM's pension
plan, if terminated, could potentially sink the Pension Benefit
Guaranty Corporation, a quasi-government corporation created by
Congress in 1974 to protect pension programs of bankrupt
companies.  A bailout of the PBGC might be required before a GM
case could be resolved.

Measured by participants, GM's pension plan would be the largest
taken over by the PBGC.  So far, GM has declined to disclose
pension benefits or discuss what might happen to its pension plan
as part of a bankruptcy filing.  If GM looks to prior bankruptcy
precedent, such as the landmark LTV Corporation steel company
bankruptcy, there is a possibility that after any bankruptcy
filing, GM will take back responsibility for its pension plans,
negotiate new terms with the United Auto Workers union, and agree
to make up a large portion of lost benefits.(2) For creditors-at-
large, this means that if GM decides to unwind its pension plan,
the significant costs associated with such termination might not
be dischargeable in a GM bankruptcy, and GM might require
additional funding from the U.S. Government and/or any DIP lender
to cover these costs.

                              Vendor Issues

Critical Vendor Status

GM trade creditors and vendors are likely to wonder whether a GM
filing will result in a significant delay in payment on a
prepetition invoice.  Under the critical vendor doctrine, however,
during the first days of its bankruptcy case, GM may request that
the bankruptcy court authorize it to make immediate payment of
certain vendors' prepetition claims (both domestic and foreign),
in exchange for a commitment by vendors to continue to sell to GM
on a post-petition basis under the same or better terms.

A request to make payments to critical vendors will be carefully
scrutinized.  Approval of such a request would have the effect of
elevating the priority of an otherwise non-priority prepetition
claim, ensuring payment in full.  A request to pay the prepetition
claims of critical vendors will be subject to the approval of the
bankruptcy court upon notice to creditors, including the DIP
lender(s), the unsecured creditors' committee, and other parties
in interest.   In making its determination, the court will
analyze, among other things, whether: (i) the vendor's contract
was terminated before the bankruptcy filing or whether the
automatic stay of the bankruptcy filing requires the vendor to
continue its supply to the debtor despite nonpayment of the
prepetition invoice; (ii) the vendor is holding critical finished
goods or supplies that the vendor can assert a lien on to satisfy
its prepetition invoice; and (iii) the vendor is in a foreign
jurisdiction and may not be able to be compelled to continue to
supply if it is not paid.

Reclamation

In addition to the possible critical vendor protections, GM
suppliers may also be able to take advantage of Bankruptcy Code
provisions enacted in 2005 that give priority to reclamation
claims.  These claims arise under state law and are governed by
section 546(c) of the Bankruptcy Code.

Reclamation generally refers to a trade creditor's right to
reclaim goods shipped on credit to an insolvent customer shortly
before the customer files for bankruptcy.  For example, where a
debtor receives goods while insolvent within 45 days before the
petition date, a seller has 45 days after receipt of the goods to
demand reclamation.  If this period expires before the
commencement of a debtor's case, a seller has 20 days after the
petition date to assert the reclamation claim.  If a seller of
goods fails to provide notice of the reclamation claim, the seller
may assert an administrative expense claim -- for example, a claim
that is paid in full after bankruptcy court approval -- for the
value of any goods received by the debtor within 20 days before
the petition date.  Accordingly, reclamation treatment may result
in a creditor obtaining a more favorable recovery on its
prepetition unsecured claim than the creditor would have received
as a general unsecured creditor.

At a minimum, trade creditors should be able to identify their GM
counterparties, including any guarantors, under their respective
agreements.  In order to reap any reclamation claim benefits,
trade creditors will need to act quickly, understand any specific
GM reclamation procedures that GM may seek to have the court
approve in its bankruptcy case (such as requiring the filing of a
reclamation proof of claim), and keep accurate records detailing
the shipment to and receipt of any goods by GM.

Treatment of Executory Contracts

Under the Bankruptcy Code, GM will be obligated to preserve and
maximize the value of its estate by rejecting burdensome executory
contracts and assuming (and in some cases also assigning)
beneficial ones.  Essentially, executory contracts are contracts
on which performance remains due, to some extent, by GM and the
counterparty to the contract.  Examples include employment
contracts, maintenance agreements, service contracts, supply
contracts, typical lease agreements, and franchise agreements.

Assumption of an executory contract (or unexpired lease) occurs
when a debtor elects to remain obligated under the terms and
provisions of the agreement and, in exchange, is entitled to enjoy
the benefits of the agreement.  Assumption of a contract elevates
a creditor's current and future damage claims to administrative
expense priority status (meaning they get paid in full).  Except
in certain situations dealing with personal service contracts and
intellectual property licenses, if an executory contract or
unexpired lease is assumed, it may also be assigned to a third
party, provided that the prepetition payment defaults are cured
and adequate assurance of the purchaser's future performance is
given.  Rejection of an executory contract occurs when the debtor
elects to terminate the agreement and thereby forfeit the benefits
of the agreement.  Apart from certain executory contracts which
the Bankruptcy Code requires to be assumed or rejected within a
specific time period (such as a lease for nonresidential real
property), most debtors do not assume or reject an executory
contract until either a plan of reorganization is confirmed or the
executory contract is sold pursuant to a section 363 sale.

Rejection of Supply Contracts

Many GM vendors across the U.S. and the world are also in a
precarious financial situation.  A GM filing and a rejection of
their supply contracts could potentially put these vendors into
bankruptcy.(4)  Although GM could decide to renegotiate or reject
certain supply contracts in order to lower its own cost-of-goods,
given the financial stress that the supply chain is already
experiencing, GM will have to make sure that its decision to
reject supply contracts does not have the effect of driving
suppliers out of business and thereby jeopardizing production.

If GM decides to reject a supply contract, it has the practical
effect of terminating the contract, giving rise to a prepetition
rejection damages claim.  GM must reject the contract in its
entirety, and unless the contract or lease is subject to a special
rule (i.e., involving a non- residential real estate lease), GM
may assume or reject a supply contract at any time before
confirmation of its plan.

Auto Supplier Support Programs

As a means of reassuring GM suppliers, Treasury released a
statement on April 8, 2009, regarding the launch by Chrysler LLC
and GM of their respective Auto Supplier Support Programs (the
"ASSP").  Although the specific details of these programs are
presently unknown, it appears the ASSP apply to any receivable
created with respect to goods shipped after March 19, 2009, made
on qualifying commercial terms.  Backed by Treasury, the ASSP are
designed to help stabilize the auto supply base and restore credit
flows in the automotive sector.  According to Treasury, the ASSP
will provide supply companies with access to liquidity and protect
American jobs while giving GM and Chrysler reliable access to the
parts they need.

Impact of a General Motors Corp. Bankruptcy Filing on GM
Affiliates

A bankruptcy filing by GM will not necessarily include a filing of
all of GM's domestic or foreign subsidiaries or other affiliates.
Non-debtor affiliates will be empowered to continue doing business
in the ordinary course.  Even creditors of entities not seeking
bankruptcy protection should evaluate their contracts and pay
attention to the requests for relief made in a GM bankruptcy case.
As noted above, GM may seek court approval to sell its stock in
and/or the assets of its domestic and foreign affiliates.  In
addition, a DIP financing request may be conditioned on a pledge
of assets and/or a guaranty of a GM affiliate that is not a debtor
in the bankruptcy case.

Conclusion

The issues described are a few of the many complex issues that
could arise from a GM bankruptcy filing.  As events progress,
Morrison & Foerster will be updating its clients and friends on
key developments.

An open question remains regarding the relative priority of the GM
bailout funds totaling $13.4 billion to date.

LTV eventually sought bankruptcy protection again and liquidated
in 2002, at which point the PBGC assumed the company's pension
liabilities.

Although collective bargaining agreements are no longer considered
executory contracts, sections 1113(b) and (c) of the Bankruptcy
Code set forth the statutory requirements for judicial approval or
rejection of a collective bargaining agreement.

In addition to supply contracts, GM would have the ability to
renegotiate or reject burdensome dealership and franchise
agreements, thereby streamlining its dealership network.  To the
extent GM intends to sell off some of its brands in a section 363
sale, dealers whose agreements are rejected would have unsecured
claims that would likely be dealt with as part of any GM
prepackaged plan.

                      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: Dollar Thrifty Says It Has No Credit Exposure
-------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., provided an update on its
credit exposure to Chrysler LLC and General Motors Corporation.

The Company said it has no credit exposure to GM.  It has,
however, potential exposure to Chrysler, its principal supplier,
comprised of:

   -- Approximately $11 million in trade receivables from Chrysler
      Under incentive and vehicle repurchase programs.

   -- Approximately $5 million in estimated exposure for residual
      Value guarantees provided by Chrysler on approximately 690
      program vehicles that have been returned to auction but not
      yet sold.  Vehicles have been at auction an average of 172
      days.  At the time of sale, Chrysler will be obligated to
      pay the Company the difference between the auction price of
      the vehicle and the residual value agreed by the parties at
      the time of purchase.  Auction proceeds will be paid
      directly to the Company by the auction.

   -- Approximately $23 million in estimated exposure for residual
      Value guarantees on approximately 3,600 program vehicles
      currently in the Company's rental fleet.  These vehicles are
      subject to return to auction in the third and fourth
      quarters of 2009.  In the event of a Chrysler bankruptcy,
      the Company has the ability to extend the holding period of
      these vehicles by converting them to risk vehicles.  This
      would allow the Company to generate additional revenue over
      the useful life of the vehicle to offset the cost of the
      loss of the residual value guarantee.

"These are extremely difficult times in the automotive industry
and there is significant uncertainty surrounding the impact of a
bankruptcy of GM or Chrysler.  We have aggressively reduced our
exposure to Chrysler from over $215 million as of December 31,
2008 to a more manageable level, and we expect additional
reductions going forward," said Scott L. Thompson, President and
Chief Executive Officer.  "Our reduced exposure is a result of
decisive actions over the last six months to reposition the
Company.  These actions included changing our fleet mix from high
program vehicle content to a predominately risk vehicle fleet,
ceasing orders of certain program vehicles, modifying the timing
of vehicle incentive payments, extending holding periods and
executing a secondary supply agreement with Ford Motor Company.
We believe these actions will significantly mitigate the direct
impact on us in the event of a Chrysler bankruptcy."

              About Dollar Thrifty Automotive Group

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

                          *     *     *

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

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


HOLLYWOOD THEATERS: Restructuring Doubts Cue Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Hollywood Theaters, Inc., to Caa2 from B3 and its probability
of default rating to Caa3 from Caa1.  The action reflects
heightened default risk and concern about Hollywood's ability to
refinance its first lien credit facility maturing July 31, 2009,
given ongoing weakness in credit market conditions and the absence
of any definitive progress to effect the same since Moody's prior
downgrade in the fourth quarter of 2008.  The company lacks the
internal sources to repay this obligation.

The downgrade of the PDR to Caa3 incorporates Moody's concern that
the company will determine a restructuring of debt obligations
represents the best solution to its imminent refinancing needs,
given the challenging credit markets.  The one notch gap between
the CFR (Caa2) and the PDR (Caa3) underscores Moody's view that,
in the event of a default, lenders could reasonably expect to
realize above average recovery based on the underlying cash flow
generating ability and moderate leverage profile (6 times debt-to-
EBITDA as of September 30, 2008, as per Moody's standard
adjustments; total debt-to-EBITDA as defined by the company's
credit agreement was 4.65 times) of the company.

Moody's also downgraded security ratings and placed all ratings
under review for further possible downgrade.  If the company
restructures obligations such that lenders receive less than par
value, Moody's would likely consider it a default and lower the
PDR further and change the CFR and instrument ratings based on
expected lender recovery in that default scenario.

Hollywood Theaters, Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Senior Secured First Lien Bank Credit Facility, Downgraded to
     Caa1, LGD2, 25%, from B2

  -- Senior Secured Second Lien Bank Credit Facility, Downgraded
     to Ca, LGD5, 73%, from Caa2

  -- Outlook, Changed To Rating Under Review From Negative

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

The most recent rating action for Hollywood Theaters, Inc., was on
December 18, 2008, when Moody's downgraded the corporate family
rating to B3 from B2 and the probability of default rating to Caa1
from B2.

Hollywood Theaters, Inc., headquartered in Portland, Oregon, is a
regional theater exhibition company operating approximately 50
theaters and 525 screens primarily located in the Southwest and
West Coast.  Revenue for the last twelve months ending
September 30, 2008, was approximately $131 million.


HUNTINGTON BANCSHARES: Fitch Cuts Preferred Stock Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings downgrades Huntington Bancshares' long-term Issuer
Default Rating to 'BBB' from 'A-'.  The Rating Outlook is
Negative.

The rating action reflects Fitch's view that HBAN's earnings will
be pressured for the remainder of 2009 as nonperforming loans and
credit costs continue to rise.  Additionally, the company's low
tangible common equity position limits its financial flexibility
given asset quality deterioration and net losses occurring in its
core loan portfolio.  Although Fitch recognizes HBAN's efforts to
shore up its common equity position, the recent initiatives have
not resulted in a significant boost to capital.

The company reported a $2.4 billion net loss for first quarter
2009 (1Q09), which includes a $2.6 billion goodwill impairment
charge and a $159.9 million one-time tax benefit from the Franklin
Credit Management Corporation restructuring.  Capital ratios
improved slightly driven mainly by restructuring of the FCMC
relationship, the conversion of about 24% of convertible preferred
stock into common equity, which added $134 million, and an
approximate 5% reduction in total assets.  The company also
reduced its common stock dividend, which should conserve
$180 million annually.  Further, HBAN announced its board approved
an 'Equity Increment Issuance' Program, which allows for the
issuance of up to 10% of outstanding shares with an aggregate
price of $100 million.  Nonetheless, given the expectation for
weak earnings performance, internal capital generation is lacking.

Excluding FCMC, HBAN's asset quality trends reflect the impact of
the continued economic weakness across Ohio and Michigan, most
notably in portfolios exposed to the housing downturn.  To date,
NCOs have remained at manageable levels, however, continued
weakness in the housing sector coupled with the economic
challenges within HBAN's footprint, will translate into an
increase in net losses.

Positively, Fitch believes that HBAN is effectively managing its
troubled FCMC relationship including the company's recent
announcement to bring the FCMC assets onto its balance sheet.  To
date, HBAN has charged-off approximately $650 million of the
$1.2 billion outstanding loans, reflecting a carrying value of
$574 million.

The company maintains a sound liquidity position and has solid
core deposit funding, which support its ratings.  In February
2009, under the Treasury's Liquidity Guarantee Program, HBAN
issued $600 million of senior unsecured debt.  For 1Q09, core
deposits grew by 9% (annualized) on a linked quarter basis.
Further, HBAN's auto securitization program is another vehicle of
liquidity, which has been approved through the government TALF
program.  The holding company maintains sufficient cash
($1.1 billion) to support near-term obligations.

Fitch has also downgraded HBAN's preferred rating.  In addition to
performance challenges, the rating action was driven by a high
level of preferred in the capital structure, increased servicing
costs on preferred, and, to a lesser degree, the potential for
dividend deferral to conserve capital.  Presently, the capital
structure contains a considerable amount of preferred
($1.77 billion, which includes $1.4 billion of CPP) and trust
preferred securities ($803.7 million), totaling $2.57 billion
compared to tangible common equity of $2.30 billion at March 31,
2009.

Fitch has taken these actions on HBAN and its subsidiaries:

Huntington Bancshares, Incorporated

  -- Issuer Default Rating downgraded to 'BBB' from 'A-'; Outlook
     Negative

  -- Short-term IDR downgraded to 'F2' from 'F1';

  -- Individual downgraded to 'C' from 'B/C';

  -- Preferred stock downgrade to 'BB' from 'BBB+;

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

Huntington National Bank

  -- Long-term deposits downgraded to 'A-' from 'A'; Outlook
     Negative

  -- Long-term IDR downgraded to 'BBB+' from 'A-';

  -- Senior unsecured downgraded to 'BBB+' from 'A-';

  -- Subordinated debt downgraded to 'BBB' from 'BBB+';

  -- Short-term IDR downgraded to 'F2' from 'F1';

  -- Short-term deposits affirmed at 'F1';

  -- Individual downgraded to 'C' from 'B/C';

  -- Support affirmed at '5';

  -- Support Floor affirmed at 'NF';

(FDIC debt guaranteed under TLGP)

  -- Long-term debt affirmed at 'AAA';
  -- Short-term debt affirmed at 'F1+'.

Huntington Capital I-III

  -- Preferred stock downgraded to 'BB+' from 'BBB+'.

Sky Bank

  -- Subordinated debt downgraded to 'BBB' from 'BBB+';
  -- Short-term deposits affirmed at 'F1'.

Sky Financial Capital Trust I-IV

  -- Preferred stock downgraded to 'BB+' from 'BBB+'.


INNOVATIVE COMPANIES: Wants Access to Citibank's Cash Collateral
----------------------------------------------------------------
The Innovative Companies LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of New York to:

   a) authorize the Debtors to use cash securing repayment of the
      Citibank, N.A. loan to finance their reorganization;

   b) grant Citibank, N.A., as the prepetition lender under the
      credit facility, adequate protection in the form of (1) a
      replacement lien and (2) an adequate protection claim.

To fund the Debtors' expansion and to manage cash flow, on
December 20, 2004, Citibank provided the Debtors with a certain
credit facility, whereby Citibank agreed to provide the Debtors
with a $15 million revolving line of credit, a term loan in the
amount of $1.7 million, and certain letters of credit.  The
Debtors' obligations under the term note have been satisfied and
the credit facility was subsequently amended, thereby increasing
Citibank's total commitment to $30 million.

The Citibank loan is secured by an interest and lien in the
Debtors' assets.  In addition, Citibank has a lien and security
interest in any profits and proceeds generated from the cash
collateral.

Although the Debtors were current in their monthly payments to
Citibank, in December 2008, Citibank determined that the Debtors
were overextended on their borrowing base.  Based on Citibank's
determination that the Debtors were over-extended, Citibank
decided to freeze and sweep $2.7 million from the Debtors
operating accounts.  Citibank's actions caused the Debtors to
default on obligations to suppliers and prevented the Debtors from
paying officers, directors and employees.

Citibank, thereafter commenced litigation in the Supreme Court of
the State of New York, Suffolk County, against the Debtors seeking
to foreclose on its liens and liquidate all of the assets.
Subsequently, multiple forbearance agreements have been
negotiated, requiring significant paydowns to Citibank and other
business concessions.

Citibank has refused to further extend the forbearance period.

The Debtors did not have the financial resources to make the
payment.  The Debtors said they have been attempting to obtain
financing from a third-party, and recently have been successful in
their attempt to secure a commitment letter from Wells Fargo
Business Credit, a third party financing entity.

The Debtors secured a $20 million credit facility from Wells Fargo
to refinance the credit facility.  The Debtors also employed an
investment banking firm to help them evaluate a potential sale of
some of their divisions.

A full-text copy of the Budget is available for free at:

         http://bankrupt.com/misc/innovative13wkbudget.pdf

                  About The Innovative Companies

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


INNOVATIVE COMPANIES: Wants to Hire Moritt Hock as Bankr. Counsel
------------------------------------------------------------------
The Innovative Companies LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of New York for
permission to employ Moritt Hock Hamroff & Horowitz LLP as their
bankruptcy counsel.

Moritt Hock will:

   a) protect and preserve the estates of the Debtors, including
      the prosecution of actions on the Debtors' behalf, the
      defense of any actions commenced against the Debtors, the
      prosecution of and negotiation in respect of all litigation
      in which the Debtors are involved, and prepare objections to
      claims filed against the estates;

   b) prepare on behalf of the Debtors, as debtor-in-possession,
      of all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      the estates herein;

   c) negotiate and prepare on behalf of the Debtors of Chapter 11
      Plan, disclosure statement and all related documents;

   d) represent the Debtors in connection with any sales, leases
      or other uses of property of the estates and all other legal
      issues in connection therewith; and

   e) perform all other necessary legal services in connection
      with the Chapter 11 cases.

Leslie A. Berkoff, Esq., a partner at Moritt Hock, tells the Court
that the Debtors paid the firm a $120,000 retainer for fees, costs
and expenses incurred commencing April 17, 2009.  In addition,
prior to the Debtors' petition date, Moritt Hock received $290,000
for services rendered prepetition related to their negotiations
and litigation with Citibank N.A.

Ms. Berkoff adds that her hourly rate is $385, while the hourly
rates of other professionals in her firm who will work on the
Chapter 11 cases are:

     Marc L. Hamroff, partner                     $475
     Lee J. Mendelson, partner                    $340
     Stephen E. Turman, senior associate          $300
     Theresa A. Driscoll, senior associate        $300
     Brett P. Garver, senior associate            $310
     Brandi P. Klineberg, associate               $255
     Carol Lynne Huvar, paralegal                 $105
     Patricia A. Yates, paralegal                 $135
     Bonnie Rothenberg, paralegal                 $135

Ms. Berkoff assures the Court that her firm is a "disiniterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Moritt Hock can be reached at:

     Moritt Hock Hamroff Horowitz LLP
     400 Garden City Plaza, Suite 202
     Garden City, NY 11530
     Tel: (516) 873-2000
     Fax: (516) 873-2010

                  About The Innovative Companies

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D. N.Y. Lead Case No. 09-72669).  The Company said
it had $10 million to $50 million in assets and debts.


INNOVATIVE COMPANIES: Court Extends Schedules Filing Until May 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended until May 18, 2009, The Innovative Companies LLC and its
debtor-affiliates' time to file their (i) schedules of assets and
liabilities; and (ii) their statement of financial affairs.

The Debtors related that the time and energy expended in
negotiating with Citibank, N.A. and meeting its demands has not
allowed them time to prepare a full and compete set of schedules
and the statement.

The Debtors add that the extension is for their best interest.

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


J.M. PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------

Debtor: J.M. Products, Inc.
        2501 State Street, Suite 400
        Little Rock, AR 72206

Bankruptcy Case No.: 09-12828

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Sheila F. Campbell, Esq.
                  Sheila Campbell, P.A.
                  P.O. Box 34007
                  Little Rock, AR 72203
                  (501) 374-0700
                  Email: campbl@sbcglobal.net

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/areb09-12828.pdf

The petition was signed by Michael W. Joshua, president of the
Company.


JULIE GEORGIADIS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------

Debtor: Julie Georgiadis
        5209 Lawn Avenue
        Western Springs, IL 60558

Bankruptcy Case No.: 09-14448

Chapter 11 Petition Date: April 22, 2009

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

Judge: John H. Squires

Debtor's Counsel: Ariel Weissberg, Esq.
                  Weissberg & Associates, Ltd
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: (312) 663-1514
                  Email: ariel@weissberglaw.com

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

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

A full-text copy of Ms. Georgiadis' petition, including a list of
her 3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ilnb09-14448.pdf

The petition was signed by Ms. Georgiadis.


KGEN LLC: Moody's Confirms 'B1' Rating on Senior Credit Facilities
------------------------------------------------------------------
Moody's Investors Service has confirmed the B1 rating on KGen
LLC's senior secured credit facilities and revised the outlook to
negative.  This concludes the review for possible downgrade
initiated on December 2 in conjunction with the downgrade of
KGen's rating to B1 from Ba3.  The confirmation reflects Moody's
expectation that the company is no longer likely to underperform
its budget for fiscal year 2009 by a significant amount, nor is
the company expected to draw on its debt service reserve.  While
it has made a draw on its revolving credit facility, this
demonstrates that the company has the ability to access a
substantial amount of committed external liquidity, significantly
increasing its operating flexibility.  The negative outlook
considers the possibility that the company will experience a
compression of merchant margins due to lower gas prices, as well
as reduced demand for electricity in the current economic climate.

While the company has clearly been underperforming, it should be
able to continue servicing its debt from operating cash flows even
if market conditions do not improve.  However, no meaningful
degree of debt pay down will occur unless a substantial
improvement in market conditions occurs.  The company's financial
metrics are very narrow for its current rating, but this is
counterbalanced by its substantial liquidity.  This significantly
improves the company's operating flexibility and should enable it
to withstand a significant decline in merchant margins for a
limited period of time.  The project's assigned rating is
consistent with the indicated rating determined by Moody's Power
Generation Projects methodology.

Based upon the company's performance through the first two
quarters of the current fiscal year, Moody's expects that there
will be a shortfall of approximately $8 million in cash available
for debt service relative to debt service requirements for the
year, after factoring in required deposits to the major
maintenance reserve necessary to fund next year's scheduled major
maintenance expenses.  The company already made this up through a
$10 million draw on its revolving credit facility in March.  There
is nearly $60 million of available capacity remaining under this
facility.

Moody's estimates the company could have $12 million in
unrestricted cash at the end of the current fiscal year, its
annual cash low point.  In addition, KGen Power, the company's
parent, had approximately $36 million in unrestricted cash as of
March 31 (which does not vary significantly by season), which
could potentially be made available to KGen if necessary.  Taken
together, these potential sources of liquidity significantly
enhance the company's operating flexibility.

Cash flows have remained fairly stable for the past four years
(including the current fiscal year), with cash gross margins
ranging between a low of approximately $90 million in 2007 to a
high of $100 million in 2008.  Roughly $50 million of this is
derived from the company's tolling agreement with Georgia Power
Company (sr. unsec. A2) for the full output of Murray unit 1 (one
of the company's combined cycle units), equal to 630 MW.  This
toll extends through May 31, 2012.  The balance of the company's
gross margin is derived from a combination of merchant sales and
short term hedging agreements.  Moody's estimates that the company
could withstand a decline in these cash flows of approximately 50%
over the next fiscal year before it is forced to access its
revolver again or draw on its debt service reserve fund, though
this would leave it with virtually no other cash.

If market conditions remain roughly stable, Moody's estimates that
the company could actually generate $14 million in excess cash
flow next year, more than enough to repay the draw on the
revolver, despite an increase in expected major maintenance costs
to nearly $27 in fiscal year 2010 from $17 million this year.
Because of a decline in scheduled major maintenance These year,
coupled with the requirement that major maintenance be funded a
year in advance, the project will be able to finance expected
major maintenance expenditures in FY 2010 through draws on its
major maintenance reserve.  However, Moody's expects future major
maintenance expenses will limit the company's ability to
accumulate cash or pay down debt barring an improvement in market
conditions.

Only after the company accumulates a balance of $50 million in
unrestricted cash will it begin to repay debt or make
distributions to equity.  At that point, the cash sweep will be
limited to a maximum of 75% of excess cash flow (or such lower
amount as is necessary for it to achieve its targeted debt
amortization, subject to a minimum of 50%), with the balance
distributed to equity.  While any unrestricted cash balances will
ultimately be available to lenders, the cash sweep provisions are
somewhat weaker than many comparable transactions.

Management has indicated an increased willingness to enter into
short-to-medium term hedges at below replacement cost.  To date,
however, the company has only entered into a few hedges covering
relatively limited portions of its capacity for limited periods of
time, such as a 4.5 year PPA for 250-280 MWs of capacity from
Sandersville, the company's peaking unit, commencing in 2011 and a
four month toll for 50% of Murray II's capacity.

The negative outlook reflects Moody's expectation that the company
may experience a meaningful decline in merchant margins in the
coming fiscal year due the decline in gas prices coupled with
decreases in demand for electricity stemming from the current
economic downturn.  Depending upon the extent of this margin
compression and the degree to which the company has to rely on its
balance sheet or further draws on its revolver, the rating could
face downward pressure.  The rating is unlikely to be upgraded
unless market conditions improve sufficiently to permit the
company to pay down a substantial portion of its debt and it
enters into additional hedges for meaningful periods and amounts
of its generating capacity.

The last rating action on the project debt occurred on December 2,
2008, when the rating downgraded to B1 from Ba3 and placed under
review for possible further downgrade.

Based in Houston, Texas, KGen is a power generating company formed
in 2004 as a vehicle to purchase and hold a portfolio of power
generation assets from Duke Energy.  KGen owns a portfolio of one
simple cycle and four combined cycle gas fired generating
facilities serving the Entergy, Southern, and TVA subregions of
SERC, with a total capacity of 3,030 MWs.  One of the facilities
comprising approximately 20% of the total capacity is under
contract with Georgia Power (Senior Unsecured debt rated A2) until
2012.  The other facilities are completely merchant.  The project
benefits from very low leverage relative to similar power projects
rated by Moody's located in other parts of the country.  However,
this is not sufficient to mitigate its significant merchant
exposure and the generally unfavorable nature of the SERC market,
which is the least deregulated wholesale energy market in the
country and is characterized by significant market power exercised
by the load serving entities, a lack of transparency and
liquidity, and an excess of gas-fired generating capacity.


LA HOTEL: Wants to Use Cash Securing Repayment for GE Capital Loan
------------------------------------------------------------------
LA Hotel Venture, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to:

   a) authorize the use of any and all cash securing repayment of
      secured loans, pursuant to a budget;

   b) authorize the Debtor to exceed any line item in the budget
      by 20%, long as the total overage does not exceed 110% of
      the total budget amount;

   c) order all parties in possession of funds in which the estate
      holds an interest to immediately turn over the funds to the
      Debtor;

   d) order GE Capital, Bank of America and Wells Fargo Bank to
      turn over to the Debtor all cash and cash equivalents of the
      estate, in their possession or subject to their control; and

   e) find that the interest of the lenders in the cash collateral
      are adequately protected.

Substantially all of the Debtors' assets are subject to a lien in
favor of a lending group led by GE Capital.  The lien held by the
lenders secures a senior loan with an outstanding balance of
$97 million.

As of April 14, the Debtor owed $3 million to unsecured creditors.

The Debtor proposes to grant the lenders:

   1. a replacement lien on all postpetition assets having the
      same priority and scope as the lenders' prepetition lien;

   2. a lien on all postpetition assets of the estate to the
      extent necessary to enable the lenders to recover losses;
      and

   3. a biweekly cash usage reports and monthly income statements
      and operating reports.

The Debtor tells the Court that revenues generated from services
are generally not cash collateral and that it has the right to use
these funds without restriction in the ordinary course of
business.

                    About LA Hotel Venture, LLC

Headquartered in Los Angeles, California, LA Hotel Venture, LLC
dba Los Angeles Marriott Downtown owns L.A.'s Marriott Hotel.
The Company filed for Chapter 11 on April 15, 2009 (Bankr. C. D.
Calif. Case No. 09-18746).  Garrick A. Hollander, Esq., and Marc
J. Winthrop, Esq., at Winthrop Couchot represent the Debtor on its
restructuring efforts.  The Debtor's assets ranges from
$50 million to $100 million while its debts from $100 million to
$500 million.


LEHMAN BROTHERS: LB 2080's Voluntary Chapter 11 Case Summary
------------------------------------------------------------

Debtor: Lehman Brothers Holdings Inc.
        745 Seventh Avenue
        New York, NY 10019

Bankruptcy Case No.: 08-13555

Type of Business: The Debtor is an investment bank.  The
                  company serves the financial needs of
                  corporations, governments and municipalities,
                  institutional clients, and high net worth
                  individuals worldwide.  Founded in 1850, Lehman
                  Brothers is involved in equity and fixed income
                  sales, trading and research, investment
                  banking, private investment management, asset
                  management and private equity.  The company
                  operates in three segments: Capital Markets,
                  Investment Banking, and Investment Management.
                  It has regional headquarters in London and
                  Tokyo, and operates in a network of offices
                  around the world.  It has about 28,000 full-
                  time employees.

                  See http://www.lehman.com/

Debtor-affiliates filing separate Chapter 11 petitions April 23,
2009:

        Entity                                     Case No.
        ------                                     --------
LB 2080 Kalakaua Owners LLC                        09-12516

Debtor-affiliates filing separate Chapter 11 petitions Feb. 11,
2009:

        Entity                                     Case No.
        ------                                     --------
Structured Asset Securities Corporation            09-10558
LB Rose Ranch LLC                                  09-10560

Debtor-affiliates filing separate Chapter 11 petitions Sep. 15,
2008:

        Entity                                     Case No.
        ------                                     --------
LB 745 LLC                                         08-13600
PAMI Statler Arms LLC                              08-13664
Lehman Brothers Commodity Services Inc.            08-13885
Lehman Brothers Finance SA                         08-13887
Lehman Brothers Special Financing Inc.             08-13888
Lehman Brothers Derivative Products Inc.           08-13899
Lehman Commercial Paper Inc.                       08-13900
Lehman Brothers Commercial Corporation             08-13901
Lehman Brothers Financial Products Inc.            08-13902
Fundo de Investimento Multimercado Credito Privado 08-13903
Lehman Scottish Finance L.P.                       08-13904
CES Aviation LLC                                   08-13905
CES Aviation V LLC                                 08-13906
CES Aviation IX LLC                                08-13907
East Dover Limited                                 08-13908

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

Debtor's Counsel: Harvey R. Miller, Esq.
                  harvey.miller@weil.com
                  Richard P. Krasnow, Esq.
                  Lori R. Fife, Esq.
                  Shai Y. Waisman, Esq.
                  Jacqueline Marcus, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com/

                  Total Assets           Total Debts
                  ------------           -----------
Lehman Brothers   $639 billion            $613 billion

LB 745            More than $1 billion    More than $1 billion

Lehman Brothers   More than $1 billion    More than $1 billion
Commodity

Lehman Brothers   More than $1 billion    More than $1 billion
Finance

Lehman Brothers   More than $1 billion    More than $1 billion
Special

Lehman Brothers   More than $1 billion    More than $1 billion
Derivative

Lehman Commercial More than $1 billion    More than $1 billion
Paper

Lehman Brothers   More than $1 billion    More than $1 billion
Commercial

Lehman Brothers   More than $1 billion    More than $1 billion
Financial

Fundo de          More than $1 billion    More than $1 billion
Investimento

Lehman Scottish   More than $1 billion    More than $1 billion
Finance

CES Aviation      More than $1 billion    More than $1 billion
LLC

CES Aviation      More than $1 billion    More than $1 billion
V LLC

CES Aviation      More than $1 billion    More than $1 billion
IX LLC

East Dover        More than $1 billion    More than $1 billion
Limited

PAMI Statler      $20 million             $38 million

A. Lehman Brothers' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citibank, N.A., as indenture   bond debt         $138,000,000,000
trustee, and The Bank of New
York Mellon Corporation (with
respect to the Euro Medium
Term Notes only, as indenture
trustee, under the Lehman
Brothers Holdings. Senior
Notes.

Citibank, N.A.
399 Park Avenue
New York, NY 10043
Attn: Wafaa Orfy
Tel: (800) 422-2066
Fax: (212) 816-5773

The Bank of New York
One Canada Square
Canary Wharf, London E14 5AL
Attn: Raymond Morison
Tel: 44-207-964-8800

The Bank of New York           bond debt          $15,000,000,000
Mellon Corporation, as
indenture trustee under the
Lehman Brothers Holdings
Inc. subordinated debt.

The Bank of New York
Mellon Corporation
101 Barclay Street
New York, NY 10286
Attn: Chris O'Mahoney
Tel: (212) 815-4107
Fax: (212) 815-4000

AOZORA                         bank loan          $463,000,000
1-3-1 Kudan-Minami
Chiyoda-ku, Tokyo 102-8660
Tel: 81-3-5212-9631
Fax: 81-3-3265-9810

Mizuho Corporate Bank Ltd.     bank loan          $289,000,000
Global Syndicated Financi
Division
1-3-3, Marunochi, Chiyoda-ku
Tokyo, Japan 100-8210

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360
Fax: (212) 282-4487

Citibank N.A. Hong Kong        bank loan          $275,000,000
Branch
Financial Institutions Group
Asia Pacific
44f Citibank Tower
3 Garden Rd.
Central Hong Kong

Michael Mauerstein
MD - FIG
388 Greenwich Street
New York, NY 10013
Tel: (212) 816-3431

BNP Paribas                    bank loan          $250,000,000
787 7th Avenue
New York, NY 10019
Tel: (212) 841-2084

Shinesi Bank Ltd.              bank loan          $231,000,000
1-8, Uchisaiwaicho 2-
Chome
Chiyoda-ku, Tokyo 100-8501
Tel: 81-3-5511-5377
Fax: 81-3-4560-2834

UFJ bank Limited               bank loan          $185,000,000
2-7-1, Marunouchi
Chiyoda-ku, TKY 100-8388

Stephen Small
vice president
head of financial
institutions
Bank of Tokyo-Mitsubishi
UFJ Trust Company
1251 Avenue of the Americas
New York, New York
10020-1104
Tel: (212) 782-4352
Fax: (212) 782-6445

Sumitomo Mitsubishi            bank loan          $177,000,000
Bank Corp.
13-6 Nihobashi-
Kodenma-Cho, Chuo-ku,
Tokyo, 103-0001

Yas Imai
Senior Vice President
Head of Financial
Institution Group
Sumitomo Mistui Banking
Corporation
277 Park Avenue
New York, NY 10172
Tel: (212) 224-4031
Fax: (212) 224-4384

Svenska Handelsbanken          letter of credit   $140,610,543
153 E. 53rd St., 37th floor
New York, NY 10022
Tel: (212) 258,9487

KBC Bank                       letter of credit
$100,000,000
125 W. 55th St.
New York, NY 10019
Tel: (212) 258-9487

Mizuho Corporate Bank Ltd.     bank loan          $93,000,000
1-3-3, Marunouchi
Chiyoda-ku, TKY 100-8219

Timothy White
Managing Director - Head of
Originations Corporate and
Investment Bank Department
1251 Avenue of the Americas
32nd floor
New York, NY 10020-1104
Tel: (212) 282-3360

Shinkin Central Bank           bank loan          $93,000,000
8-1, Kyobashi 3-Chome
Chuo-ku, Tokyo 104-0031

Shuji Yamada
Deputy General Manager
Financial Institution Dept.
Shinkin Central Bank
3-7, Yaesu 1-chome, Chuo-ku
Tokyo 104-0028
Tel: 81-3-5202-7679
Fax: 81-3-3278-7051

The Bank of Nova Scotia        bank loan          $93,000,000
Singapore Branch
1 Raffles Quay #201-01
One Raffles Quay North
Tower
Singapore 0485583

George Neofitidis
Director Financial
Institutions Group
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-5379
Fax: (212) 225-5254

Chuo Mitsui Trust & Banking   bank loan           $93,000,000
3-33-1 Shiba, Minato-ku,
Tokyo, 105-0014
Tel: 81-3-5232-8953
Fax: 81-3-5232-8981

Lloyds Bank                   letter of credit    $75,381,654
1251 Avenue of the Americas
39th Floor
P.O. Box 4873
New York, NY 10163
Tel: (212) 930-8967
Fax: (212) 930-5098

Hua Nan Commercial Bank       bank loan           $59,000,000
Ltd.
38 Chung-King South
Road Section 1
Taipei, Taiwan

Bank of China                 bank loan           $50,000,000
New York Branch
410 Madison Avenue
New York, NY 10017
Tel: (212) 936-3101
Fax: (212) 758-3824

Nippon Life Insurance Co.     bank loan           $46,000,000
1-6-6, Marunouchi,
Chiyoda-ku, Tokyo 100-8288

Takayuki Murai
Deputy General Manager
Corporate Finance Dept. #1
Nippon Life Insurance Co.
Tel: 81-3-5533-9814
Fax: 81-3-5533-5208

ANZ Banking Group             bank loan           $44,000,000
Limited
18th Floor Kyobo Building
1 Chongro 1 Ku,
Chongro Ka,
Seoul, Korea

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Standard Chartered Bank       bank loan           $41,000,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

Standard Chartered Bank       letter of credit    $36,114,000
One Madison Avenue
New York, NY 10010-3603

Bill Hughes
SVP-FIG
Standard Chartered bank
One Madison Avenue
New York, NY 10010-3603
Tel: (212) 667-0355
Fax: (212) 667-0273

First Commercial Bank         bank loan           $25,000,000
Co. Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017

Jason C. Lee
Deputy General Manager
First Commercial Bank Co.
Ltd.
New York Agency
750 3rd Avenue, 34th Floor
New York, NY 10017
Tel: (212) 599-6868
Fax: (212) 599-6133

Bank of Taiwan                bank loan           $25,000,000
New York Agency
100 Wall Street, 11th Floor
New York, NY 1005

Eunice S.J. Yeh
Senior Vice President &
General Manager
100 Wall Street, 11th floor
New York, NY 10005
Tel: (212) 968-0580
Fax: (212) 968-8370

DnB NOR Bank ASA              bank loan           $25,000,000
NO-0021, Olso, Norway
Stranden 21, Aker Brygge
Tel: 47 22 9487 46
Fax: 47 22 48 29 84

Australia and New Zealand     bank loan           $25,000,000
Banking Group Limited
Melbourne Office
Level 6, 100 Queen
Street Victoria
Melbourne, VIC 3000
Australia

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Australia National Bank       letter of credit    $12,588,235
1177 Avenue of the
Americas, 6th Floor
New York, NY 10036

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

National Australia Bank       letter of credit    $10,294,163
245 Park Avenue, 28th Fl.
New York, NY 10167

Michael Halevi
Director, Financial
Institutions
ANZ Banking Group
1177 Avenue of Americas
New York, NY 10036
Tel: (212) 810-9871
Fax: (212) 801-9715

Taipei Fubon Bank, New        bank loan           $10,000,000
York Agency
100 Wall Street, 14th floor
NY NY 10005
Tel: (212) 968-9888
Fax: (212) 968-9800

B. LB 745's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rocky-Forty-Ninth LLC          ground lease      $0
c/o The Rockefeller Group
1221 Avenue of the Americas
New York, NY 10020

C. PAMI Statler's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Steingass                      trade debt        $76,372
754 Progress Drive
Medina, OH 44256

Statler Arms Garage LLC        litigation        $50,000
1111 Euclid Ave.               claim
Cleveland, OH 44115

Illuminating                   trade debt        $40,182
P.O. Box 3638
Akron, OH 44309

TD Security                    trade debt        $19,795
P.O. Box 81357
Cleveland, OH 44181

Marble Care                    trade debt        $16,270
5184 Richmond Rd
Cleveland, OH 44146

IGS                            trade debt        $13,901
P.O. Box 631919
Cincinnati, OH

WCCV                           trade debt        $13,598
3479 State Rd.
Cuyahoga Falls, OH 44223

Demann                         trade debt        $9,350
16919 Walden
Cleveland, OH 44128

Dominion                       trade debt        $5,335
P.O. Box 26225
Richmond, VA 23260

Midwest Realty Advisors, LLC   trade debt        $5,000
37848 Euclid Avenue
Willoughby, OH 44094

RMC                            trade debt        $3,340
P.O. Box 31315
Rochester, NY 14603

Republic Waste                 trade debt        $3,338
P.O. Box 9001826
Louisville, KY 40290

Division Water                 trade debt        $3,124
P.O. Box 94540
Cleveland, OH 44101

NorthEast                      trade debt        $3,088
P.O. Box 9260
Akron, OH 44305

Time Warner                    trade debt        $2,831
P.O. Box 0901
Carol Stream, IL 60132

Best Karpet                    trade debt        $2,689
1477 E 357 street
EastLake, OH 44095

AT&T                           trade debt        $2,232
P.O. 8100
Aurora, IL 60507

Account Temps                  trade debt        $2,087
12400 Collections Drive
Chicago, IL 60693

Rentokil                       trade debt        $1,742
8001 Sweet Valley Dr
Valleyview, OH 44125


LIGHTHOUSE PLACE: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------

Debtor: Lighthouse Place Development, LLC
        16 Oselka Drive
        New Buffalo, MI 49117

Bankruptcy Case No.: 09-04779

Chapter 11 Petition Date: April 23, 2009

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

Judge: James D. Gregg

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  Email: khett57@hotmail.com

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

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

The Debtor disclosed that First Bank and Trust Co. of Illinois,
based in Palatine, Illinois, is their single largest unsecured
creditor, owed $3,649,300 on account of certain mortgage.

The petition was signed by James P. Gierczyk.


LOUISIANA PUBLIC: S&P Downgrades Long-Term Ratings to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
to 'BB' from 'BBB-' on Louisiana Public Facilities Financing
Authority's series 1993 and 1999 bonds, issued for Touro
Infirmary, reflecting ongoing operating and nonoperating losses,
high leverage, and very limited liquidity.  The ratings are being
placed on CreditWatch with negative implications pending the
outcome of an announced affiliation agreement with Louisiana
Children's Medical Center, the parent of Children's Hospital.

More specifically, the rating reflects Touro's depleted liquidity
from operating and investment losses; 68% long-term debt to
capitalization; continued sizable, although moderating operating
losses; and insufficient cash flow to fully cover maximum annual
debt service.

On Feb. 3, 2009, Touro signed a preliminary health system
agreement to affiliate with LCMC.  Pursuant to the agreement
LCMC's governing board will have ultimate authority over both
Touro and Children's, although each hospital will maintain a
separate board and will continue to operate as separate 501c3
organizations.

"Should the agreement with LCMC not be consummated, the rating on
the bonds would likely be lowered as Touro's viability over the
intermediate term will be less certain, particularly given the
weakness in the hospital's balance sheet, continued operating
losses, and challenging payor mix," said Standard & Poor's credit
analyst Karl Propst.  "According to management, the failure to
close on the agreement with Children's would likely result in a
'going concern' opinion from Touro's auditors," said Mr. Propst.

A lower rating is precluded at this time by the added stability
that is expected to come from Touro's affiliation with LCMC,
although benefits from the affiliation will take time to have a
material positive effect on Touro's financial position.
Additional positive rating factors include the hospital's recent
successes with clinical staff recruiting, stronger-than-expected
volumes year to date -- although year-to-date volume improvements
are based on only two months of data, and Touro's substantial
medical residency program with a New Orleans-based medical school

A gross revenue pledge secures the bonds.  On Dec. 31, 2008, Touro
had $91.2 million of long-term debt outstanding.


LYONDELL CHEMICAL: Holding Company Seeks Chapter 11 Protection
--------------------------------------------------------------
LyondellBasell Industries AF S.C.A. has been voluntarily added to
Lyondell Chemical Company's reorganization filing under Chapter 11
of the U.S. Bankruptcy Code to protect the European holding
company against claims by certain financial and U.S. trade
creditors.

LyondellBasell Industries AF S.C.A. is a holding company
incorporated in Luxembourg.  It does not manufacture or sell
products, and has no employees.

LyondellBasell is exercising an option available under U.S. law to
prevent creditors from enforcing guarantees by LyondellBasell AF
S.C.A. for pre-petition obligations of LyondellBasell's U.S.
businesses.  It also prevents bondholders of Senior Notes due in
2015 from potentially pursuing remedies against LyondellBasell AF
S.C.A. after an interest payment due on the notes in February was
not paid. The company obtained a 60-day restraining order from the
U.S. bankruptcy court in February to allow time for LyondellBasell
to protect its European assets from these claims.

Extending Chapter 11 protection to LyondellBasell Industries AF
S.C.A. is not an insolvency proceeding under any European law.  No
LyondellBasell manufacturing operation located outside of the
United States has applied for or become involved in insolvency or
bankruptcy proceedings in its respective home country.

"LyondellBasell continues to conduct business worldwide while the
company develops its reorganization plan as part of the Chapter 11
process," said Ed Dineen, LyondellBasell's Chief Operating
Officer. "All LyondellBasell companies remain committed to
maintaining mutually beneficial relationships with suppliers and
to serving customers as they did before this voluntary action."

                  About LyondellBasell Industries

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

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


LYONDELL CHEMICAL: Two Units' Voluntary Chapter 11 Case Summary
---------------------------------------------------------------

Debtor: Lyondell Chemical Company
       1221 McKinney Street
       Houston, TX 77010

Bankruptcy Case No.: 09-10023

Debtor-affiliates filing separate Chapter 11 petitions on
April 24, 2009:

       Entity                                     Case No.
       ------                                     --------
LyondellBasell Industries AF S.C.A.               09-12518
LyondellBasell AFGP S.a.r.l. Gerber               09-12519

Debtor-affiliates filing separate Chapter 11 petitions on
January 6, 2009:

       Entity                                     Case No.
       ------                                     --------
Basell Finance USA Inc.                            09-10021
HOISU Ltd.                                         09-10022
LBIH LLC                                           09-10025
Lyondell Europe Holdings Inc.                      09-10026
LeMean Property Holdings Corporation               09-10027
Lyondell Houston Refinery Inc.                     09-10028
Lyondell LP4 Inc.                                  09-10029
Lyondell Petrochemical L.P. Inc.                   09-10030
Millennium America Inc.                            09-10031
Circle Steel Corporation                           09-10032
Basell USA Inc.                                    09-10033
Basell North American Inc.                         09-10034
Duke City Lumber Company, Inc.                     09-10035
Equistar Chemicals, LP                             09-10036
Glidco Leasing, Inc.                               09-10037
Houston Refining LP                                09-10038
H.W. Loud Co.                                      09-10039
Glidden Latin America Holdings Inc.                09-10040
HPT 28 Inc.                                        09-10042
HPT 29 Inc.                                        09-10043
ISB Liquidating Company                            09-10044
LBI Acquisition LLC                                09-10045
IMWA Equities II, Co., L.P.                        09-10047
Lyondell Asia Pacific Ltd.
Lyondell Chemical Delaware Company
Lyondell Chemical Espana Co.
Lyondell Chemical Europe Inc.
Lyondell Chemical International Co.
Lyondell Chemical Nederland Ltd.
Lyondell Chemical Products Europe LLC
Lyondell Chemical Properties LP
Lyondell Chemical Technology Management Inc.
Lyondell Chemical Technology 1 Inc.
Lyondell Chemical Technology LP
Lyondell Chimie France LLC
Lyondell-Equistar Holdings Partners
Lyondell Greater China Ltd.
Lyondell LP3 GP LLC
Lyondell LP3 Partners LP
Lyondell (Pelican) Petrochemical LP 1 Inc.
Lyondell Refining Company LLC
Lyondell Refining I LLC
LyondellBasell Advanced Polyolefins USA inc.
LyondellBasell Finance Company
MHC Inc.
Millennium America Holdings Inc.
Millennium Chemicals Inc.
Millennium Holdings LLC
Millennium Petrochemicals GP LLC
Millennium Petrochemicals Inc.
Millennium Petrochemicals LP LLC
Millennium Petrochemicals Partners LP
Millennium Realty Inc.
Millennium Specialty Chemicals Inc.
Millennium US Op Co. LLC
Millennium Worldwide Holdings I Inc.
MWH South America LLC
National Distillers & Chemical Corporation
NDCC International II Inc.
Nell Acquisition (US) LLC
Penn Export Company Inc.
Penn Navigation Company
Penn Shipping Company Inc.
PH Burbank Holdings Inc.
Power Liquidating Company Inc.
Quantum Acceptance Corporation
SCM Plants Inc.
Suburban Propane GP Inc.
Tiona Ltd.
UAR Liquidatiing Inc.
USI Chemicals International Inc.
USI Credit Corp.
USI Puerto Rico Properties Inc.
Walter Kidde & Company Inc.
Wyatt Industries Inc.

Type of Business: The Debtors are refiner of crude oil; a
                 significant producer of gasoline blending
                 components; a global manufacturer of chemicals
                 and polymers, including polyolefins and advanced
                 polyolefins; and the leading developer and
                 licensor of technologies for the production
                 of polymers.

                 Following the acquisition of Lyondell in 2007,
                 LyondellBasell became the world's largest
                 independent producer of polypropylene and
                 advanced polyolefins products, a leading
                 supplier of polyethylene, and a global leader in
                 the development and licensing of polypropylene
                 and polyethylene processes and related catalyst
                 sales.  The group is estimated to generate 2007
                 revenues of USUS$44 billion and EBITDA of
                 US$4.1 billion reflecting strong performance of
                 Lyondell and Basell businesses at the top of the
                 cycle.

                 See http://www.lyondellbasell.com/

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

Judge: Robert E. Gerber

Debtor's Counsel:  Deryck A. Palmer, Esq.
                  deryck.palmer@cwt.com
                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center LLP
                  New York, NY 10281
                  Tel: (212)504-6000
                  Fax: (212)504-6666

Financial Advisor: Evercore Partners
                  55 East 52nd Street
                  New York, NY 10055
                  http://www.evercore.com
                  Tel: 212.857.3100
                  Fax: 212.857.3101

Restructuring
Advisor:           Alix Partners and its subsidiary AP
                  Services LLC

Chief
Restructuring
Officer:           Kevin M. McShea
                  AlixPartners, LLP
                  9 West 57th Street
                  Suite 3420
                  New York, New York 10019
                  http://www.alixpartners.com
                  Tel: 212.490.2500
                  Fax: 212.490.1344

Restructuring
Advisor to
European entities: Clifford Chance LLP

Total Assets: US$27,117,000,000 as of Nov. 13, 2008

Total Debts: US$19,337,000,000 as of Nov. 13, 2008

The Debtor's Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
The Bank of New York           LyondellBasell    US$615,000,000
as Indenture Trustee           Industries AF SCA EUR500,000,000
One Canada Square
48th Floor London
E14 5AL
England

Global Trust Services
Tel: 44-207-570-1784
Fax: 44-207-964-6030

The Bank of New York           Millennium        US$241,395,000
as Indenture Trustee           America Inc.
Attn: Christopher Greene       7.625% Senior
101 Barclay Street, 8 West     unsecured notes
New York, NY 10286             due 2026
Tel: (212) 815-2923
Fax: (212) 815-2704

Petroles Der Venezuela SA      trade debt        US$233,631,019
Attn: Alexis Reyes Balza
Edif Padvsa Torre Dests
Caracas, Venezuela
Tel: 58-212-708-1893
Fax: 58-212-708-3944

BASF Corp                      judgment          US$206,407,918
Attn: Christopher Landau
Kirkland & Ellis LLP
655 15th St., NW, Suite 1200
Washington, DC 20005
Tel: (202) 879-5087
Fax: (202) 879-5200

Sonatrach                      trade debt        US$206,407,918
Attn: F. Benouzid
Djenane El Malik Hydra
Algiers, Algeria 16035
Tel: (213) 2154-8011
Fax: (213) 2154-7700

GIM Channelview Congeneration  trade debt        US$93,237,221
8580 Sheldon Road
Houston, Texas 77049
Tel: (212) 325-2542
Fax: (212) 322-2882

Linde Gas LLC                  trade debt        US$15,120,054
Attn: Ruth Ann Pruitt
Enterprises Texas Pipeline
889760 Expedite Way
Chicago, Il 60695
Tel: (713) 767-4136
Fax: (713) 767-4150

Calpine Corporation            trade debt        US$12,000,000
Attn: Shirley Matthews
12000 Lawndale
Houston, TX 77017
Tel: (713) 456-1331
Fax: (713) 456-1335

Castor Americas Inc.           trade debt        US$10,909,397
360 Madison Avenue, 19th flr.
New York, NY 10017

Enterprises Texas Pipeline     trade debt        US$10,543,050
LLC
Attn: Mike Stevens
1100 Louisiana
Houston, TX 77002
Tel: (713) 381-6900
Fax: (713) 381-6573 or
    (713) 381-788

Chevron Phillips Chemical      trade debt        US$10,276,934
Co.
Attn: Erin Lane
10001 Six Pines Drive
The Woodlands, TX 77381
Tel: (832) 813-4839
Fax: (832) 813-6051

Air Products LLC               trade debt        US$8,940,466
Attn: Ralph Alva
Dept. CH10200
Palatine, IL 60055
Tel: (713) 964-4054
Fax: (800) 545-4548

Air Liquide America Corp.      trade debt        US$8,940,466
1091 PPG Drive
Westlake, LA 70669
Tel: (713) 896-2173
Fax: (713) 642-8030

SAP America Inc.               trade debt        US$7,206,052
3999 W. Chester Pike
New Square, PA 19073
Tel: (610) 661-1000
Fax: (610) 661-4013

Jacobs Filed Services North    trade debt        US$6,800,086
America
Attn: Mike Wagner
1401 Elm Street
Dallas, TX 75202
Tel: (713) 669-8400
Fax: (713) 321-6216

BASF Corporation               trade debt        US$6,673,978
Attn: Gerald Flood
100 Campus Drive
Florham Park, NJ 07932
Tel: (713) 759-3092
Fax: (800) 634-9105

Wyatt Field Service Company    trade debt        US$6,535,171
2060 North Loop West
Houston, TX 77018
Tel: (713) 684-4573
Fax: (713) 937-0931

Kirby Inland Marine            trade debt        US$6,177,481
PO Box 200788
Houston, TX 77216-0788
Tel: (713) 435-1000
Fax: (713) 435-1515

Morris Congeneration LLC       trade debt        US$5,033,947
Attn: Carolyn Gibson
33 South Grand Avenue
Suite 1570
Los Angeles, CA 90071
Tel: (815) 941-0765
Fax: (815) 941-1375

Veolia Environment Services    trade debt        US$4,974,965
Attn: Vance Whatley
PO Box 70610
Chicago, IL 60673
Tel: (713) 307-2113
Fax: (713) 321-6001

Arco Midcon LLC                trade debt        US$4,860,683
Attn: Janet Sabio
15600 JFK Blvd., Suite 300
Houston, TX 77032
Tel: (281) 366-4757
Fax: (713) 986-5426

Union Pacific Railroad         trade debt         US$4,508,100
12567 Collections Center
Drive
Chicago, IL 60693
Tel: (402) 544-0211
Fax: (402) 501-0027

BEELINE.COM Inc.               trade debt        US$3,941,868
12724 Gran Bay Pkwy.
W. Suite 200
Jacksonville, FL 32258
Tel: (713) 309-3203
Fax: (904) 527-5827

Brock Services Ltd.            trade debt        US$3,915,346
Attn: Paul Brown
2022 Humble Place Drive
Humble, TX 77338
Tel: (409) 838-2282
Fax: (713) 321-4582

Chemtrade Refinery Services    trade debt        US$3,765,034
Inc.
Attn: Diana Piva
PO Box 30
Beaumont, TX 77704
Tel: (416) 496-4148
Fax: (281) 446-1729

Norfolk Southern               trade debt        US$3,744,752
Attn: Bridget Baldwin
PO Box 532729
Atlanta, GA 30353
Tel: (404) 529-2209
Fax: (404) 589-6740

Arcardis                       trade debt        US$3,570,657
4815 Prospectus Drive
Durham, NC 27713
Tel: (919) 544-4535
Fax: (281) 497-7258

Computer Services Corp.        trade debt        US$3,509,883
3179 Fairview Park Dr.
Falls Church, VA 22042
Tel: (703) 876-1000
Fax: (703) 641-3990

Westlake Petrochemical         trade debt        US$3,500,314
Corporation
Attn: Peter Kestner
2801 Post Oak Blvd.
Houston, TX 77056
Tel: (713) 585-2921
Fax: (337) 583-4996

Kellog, Brown & Root           trade debt        US$3,410,715
Industrial
PO Box 951009
Dallas, TX 75395
Tel: (214) 752-8300
Fax: (214) 752-8366

Chevron Products Company       trade debt        US$3,403,234
Attn: Valerie Booth
Chevron Products
1400 Smith St.
Houston, TX 77002
Tel: (713) 372-5286
Fax: (281) 582-5732

S&B Engineering &              trade debt        US$3,312,809
Contractors
7825 Park Place Blvd.
Houston, TX 77087
Tel: (713) 845-4024
Fax: (713) 847-5327

Austin Industrial              trade debt        US$3,295,071
PO Box 87888
Houston, TX 77287
Tel: (713) 641-3400
Fax: (713) 641-2424

Catalyst Service Inc.          trade debt        US$3,206,830
Attn: Paul Chaskey
PO Box 201143
Dallas, TX 75320
Tel: (281) 471-5522
Fax: (281) 478-2693

Stolt Tankers                  trade debt        US$3,155,250
800 Connecticut Avenue
4th Floor East
Norwalk, CT 06854
Tel: (203) 838-7100
Fax: (281) 860-5145

CIBO Specialty Chemicals       trade debt        US$3,152,745
Attn: Kendal Goodell
PO Box 3475
Tulsa, OK 74101
Tel: (918) 615-7941
Fax: (918) 615-7023

JV Industrial Companies Ltd.   trade debt        US$3,119,377
2221 Sens Road
La Porte, TX
Tel: (281) 842-9353
Fax: (281) 471-9353

A. Schulman Inc.               trade debt        US$3,101,798
3550 W. Market Street
Suite 300
Akron, OH 44333
Tel: (248) 643-6100
Fax: (248) 643-7839

BP Products North American     trade debt        US$3,089,011
Inc.
PO Box 3092
Houston, TX 77253
Tel: (281) 366-4331
Fax: (281) 366-7546

Tauber Oil Inc.                trade debt        US$3,024,000
PO Box 4645
Houston, TX 77210
Tel: (713) 869-8700
Fax: (713) 879-8069

Burlington Northern Santa Fe   trade debt        US$2,966,815
Attn: Todd Whitmore
3115 Solutions Center
Chicago, IL 60677
Tel: (785) 435-3637
Fax: (785) 436-6767

Basic Industries               trade debt        US$2,847,272
PO Box 1334
Houston, TX 77251
Tel: (225) 756-7660
Fax: (713) 675-8691

ExxonMobil Chemical Co.        trade debt        US$2,847,272
Attn: Deanna Foltyn
13501 Katy Freeway
Houston, TX 77079
Tel: (281) 870-6848
Fax: (304) 747-2154

Sunoco Chemicals               trade debt        US$2,732,611
8811 Strang Road
La Porte, TX 77571
Tel: (281) 476-0303
Fax: (281) 930-2070

CDI Engineering Group Inc.     trade debt        US$2,717,576
PO Box 88924
Chicago, IL 60695-1924
Tel: (713) 354-0602
Fax: (713) 309-2086

Marathon Petroleum Company     trade debt        US$2,705,279
LLC
PO Box 3128
Houston, TX 77253
Tel: (713) 629-6600
Fax: (419) 421-4565

Methanex Methanol Company      trade debt        US$2,674,473
15301 Dallas Pkwy, Suite 1150
Addison, TX 75001
Tel: (972) 308-0412
Fax: (972) 960-7908

Centerpoint Energy Gas Rec.    trade debt        US$2,630,177
LLC-CGSI
Attn: Mary Trevino
PO Box 200905
Houston, TX 77216
Tel: (713) 207-3503
Fax: (713) 951-1689

The petition was signed by vice-president Alan S. Bigman.


MARCOS DIAZ: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------

Debtor: Marcos Devarie Diaz
        aka Marcos Devarie
        dba Centro Cardiovascular Integral
        Aixa Morales Fontanez
        aka Aixa Morales
        P.O. Box 1630
        Caguas, PR 00726

Bankruptcy Case No.: 09-03181

Chapter 11 Petition Date: April 23, 2009

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

Debtor's Counsel: Juan Manuel Suarez Cobo
                  suarezcobo@prtc.net
                  Legal Partners PSC
                  138 Winston Churchill Avenue, Suite 316
                  San Juan, PR 00926-6023
                  Tel: (787) 791-1818
                  Fax: (800) 986-1842

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Doral Bank                                       $1,711,680
P.O. Box 191191
San Juan, PR 00919-1191

Medicoop                                         $261,053
PO Box 194450
San Juan, PR 00919-4450
Tel: (787) 763-8611

Evelio Pena & Assoc                              $221,589
PO Box 363484
San Juan, PR 00936-3484

Depto. de Hacienda                               $175,513

Oriental - Mortgage Servicing                    $116,902

Eurobank Seccion De Cobros                       $71,705

Western Auto Puerto Rico                         $49,722

Pro Engineering Service                          $43,000

Internal Revenue Service                         $56,804
Centralized Insolvency
Operation

Banco Popular De PR                              $26,091

Lantheus Medical Imaging       Financing         $23,371
Radio Pharmaceuticals, Inc.


MARRIOT INTERNATIONAL: Moody's Reviews 'Ba1' Preferred Debt Rating
------------------------------------------------------------------
Moody's Investors Service placed Marriott International Inc.'s
senior unsecured ratings and Prime-2 commercial paper rating on
review for possible downgrade.  This action was in response to
accelerating declines in RevPAR (revenue per available room) that
is likely to cause a material decline in earnings in 2009.
Marriott has taken action to reduce costs and curtail capital
spending and plans to raise cash via timeshare note sales to
generate cash to reduce debt.  However, it is likely that earnings
will decline at a faster pace than the company's ability to reduce
debt causing credit metrics to fall outside comfortable levels for
a Baa2 for a prolonged period of time.

The review for possible downgrade will focus on Marriott's RevPAR
trends and their likely impact on earnings and cash flow, and the
company's ability to reduce debt through other means and keep
credit metrics more in line with current ratings.

Ratings placed on review for possible downgrade:

  -- Senior unsecured ratings at Baa2
  -- Senior unsecured debt shelf at (P)Baa2
  -- Preferred debt shelf at (P)Ba1
  -- Commercial paper rating at Prime-2

Moody's last action on Marriott took place on December 17, 2008
when the company's Baa2 rating was affirmed and the rating outlook
was changed to negative.

Marriott International, Inc. y., is a global operator and
franchisor of hotels in five business segments, Full-Service
Lodging, Select-Service Lodging, Extended-Stay Lodging, and
Timeshare.  The company is headquartered in Bethesda, Maryland.


MCCLATCHY CO: Posts $37.7 Million Net Loss in First Quarter 2009
----------------------------------------------------------------
The McClatchy Company reported a net loss from continuing
operations in the first quarter of 2009 of $37.7 million, or 45
cents per share.  Adjusted for certain items, the loss from
continuing operations was $22.9 million, or 28 cents.

Net loss from continuing operations in the first quarter of 2008
was $993,000, or one cent per share.  Adjusted for certain items,
earnings from continuing operations were $2.8 million, or three
cents in the first quarter of 2008.

Revenues from continuing operations in the first quarter of 2009
were $365.6 million, down 25.1% from the first quarter of 2008.
Advertising revenues were $284.7 million, down 29.5% from the
first quarter of 2008, while circulation revenues were up 0.9% to
$68.5 million.

Results in both the 2009 and 2008 quarters include certain unique
items.  Compensation in 2009 included $19.7 million in severance
and related charges incurred in connection with the restructuring
plan announced by the company on March 9, 2009, while the 2008
quarter included $2.1 million related to restructuring programs
last year. Interest expense in the 2008 quarter included a write-
down of $3.4 million of deferred financing costs related to an
amendment of the company's bank credit agreement.  Both years also
included adjustments related to discrete tax items.

The Company noted that on April 15, 2009, it retired $31 million
of unsecured notes which had matured.  McClatchy has no other debt
maturities until 2011, expects no required pension contributions
until 2010, and has suspended cash dividends.  Management expects
to use cash primarily for debt repayment for the remainder of
2009.

McClatchy chairperson and CEO Gary Pruitt said, "As anticipated,
our advertising revenues in the first quarter of 2009 were weaker
than the fourth quarter of 2008 and reflect the widening economic
recession.  The impact of the downturn had largely been limited to
print advertising in 2008, but in the first quarter of 2009 it
began to have a greater effect on digital advertising as well.
Still, all categories of digital advertising are outperforming
print advertising.  In total, digital advertising revenues
decreased 4.7% in the first quarter of 2009.  Digital advertising
revenues were impacted by employment advertising, the category
most negatively affected by the economic recession and which is
down substantially in print and online.  Excluding employment
advertising, digital advertising revenues grew 28.7% in the first
quarter of 2009.  Also, digital advertising represented 15.3% of
total advertising revenues, up from 11.6% of total advertising for
all of 2008, and average monthly unique visitors to our websites
grew 26.7% in the first quarter of 2009."

"To help offset the impact of declining advertising revenues, we
implemented a number of circulation and cost-related initiatives.
We have increased circulation prices at a number of our newspapers
over the last several months which resulted in circulation revenue
growth of 0.9%.  We have also taken several actions in recent
months to reduce our cost structure, largely on a permanent basis.
Cash expenses, excluding the severance-related expenses, were down
18.0% as the result of the steps we have taken, and we note that
newsprint prices fell sequentially in each month of the quarter.
While we have recorded a good portion of the severance related to
our most recent cost restructuring initiatives in the first
quarter, most of the benefits of these initiatives will be
realized over the next 12 months, starting in the second quarter
of 2009.  We expect lower expenses and improved circulation
revenues to continue to mitigate the impact of advertising revenue
declines throughout 2009," Mr. Pruitt stated.

Mr. Pruitt said, "The economic environment is still weak and, like
everyone else, our visibility on advertising trends is limited.
So far April's revenues are similar to the first quarter.  We will
remain focused on realigning our cost structure as we continue
transitioning our business to a hybrid print and digital media
company.  We remain the leading local media company in some of the
best growth markets in the nation and are working hard to position
the company to benefit from a stronger economy once conditions
improve."

Pat Talamantes, McClatchy's chief financial officer, said, "At the
end of the first quarter debt net of cash on hand was
$2.02 billion, compared to $2.03 billion at the end of 2008.
Based on our trailing 12 months of cash flow, our leverage ratio,
as defined under our credit agreement, was 5.9 times cash flow at
the end of the quarter and our interest coverage ratio was 2.8
times cash flow, both of which are in compliance with the
requirements of our credit agreement.  We have approximately
$145 million in availability under our bank credit lines, and have
no debt maturities until June 2011.  We expect to make further
progress in paying down debt in 2009."

Earnings in the first fiscal quarter of 2009 and 2008 included the
impact of certain events including: the impact of implementing
restructuring plans, write-offs of deferred financing costs
related to amendments to the company's credit agreement in 2008,
and adjustments for certain discrete tax items in both years.

                       The McClatchy Company
          (dollars in thousands, except per share amounts)
    Adjusted (Loss) Income From Continuing Operations

                                             Three Months Ended
                                           March 29,        March 30,
                                             2009             2008
                                           ---------        ---------
    (Dollars in thousands, except per
     share amounts)
    Loss from continuing operations        $(37,724)          $(993)
    Add back certain items, net of tax:
       Restructuring related charges         16,129           1,232
       Write-off of financing costs               -           1,990
       Loss on sale of assets                   115               -
    Certain discrete tax items
     (credits)/charges                       (1,422)            606
    Adjusted (loss) income from
     continuing operations                 $(22,902)         $2,835
    Earnings per share:
    Loss from continuing operations          $(0.45)         $(0.01)
    Adjusted (loss) income from
     continuing operations                   $(0.28)          $0.03

    Non-GAAP measures should not be considered a substitute for
    GAAP measures. However, adjusted income from continuing
    operations provides meaningful supplemental information
    about the company's underlying results of operations,
    and management believes it assists investors and financial
    analysts in analyzing and forecasting future periods.

McClatchy has yet to file its quarterly report on Form 10-Q with
the Securities and Exchange Commission.

                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

On September 17, 2008, Moody's Investor Services downgraded the
Company's corporate credit rating to 'B2' from 'Ba2'.  On
February 6, 2009, Standard & Poor's lowered its corporate credit
rating on the Company to 'CCC+' from `B', with a negative rating
outlook.  The ratings on the Company's bonds were lowered from
'CCC+' to 'CCC-'.

The Troubled Company Reporter said Feb. 10, 2009, that Fitch
Ratings downgraded the Issuer Default Rating and outstanding debt
ratings of McClatchy:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

As reported by the Troubled Company Reporter on April 20, 2009,
McClatchy reported that on April 14, 2009, it was notified by the
New York Stock Exchange that it is not in compliance with the
exchange's continued listing standard for total market
capitalization and shareholders' equity.  NYSE continued listing
standards applicable to the Company include average market
capitalization of no less than $75 million over a 30-trading-day
period and stockholders' equity of no less than $75 million.
McClatchy has 45 days from the receipt of the notice to submit a
plan to the NYSE demonstrating how it intends to comply with the
NYSE's continued listing standards within 18 months from the
receipt of the notice.  McClatchy intends to develop a plan to
bring the company in compliance with the listing standards within
the required timeframe.


MGM COMMERCIAL: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Jackie Noblett at Boston Business Journal reports that MGM
Commercial Wharf LLC has filed for Chapter 11 bankruptcy
protection.

Business Journal relates that MGM Commercial listed $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.

According to Business Journal, MGM Commercial bought Boston Yacht
Haven for $11.7 million in 2005.  The Boston Globe relates that
MGM Commercial would auction Boston Yacht for nonpayment of debt
associated with the property.

Business Journal states that MGM Commercial's founder, Yovette
Mumford, is serving time in state prison due to forgery.
According to the report, Ms. Mumford was found guilty of forging a
letter from her probation officer.  The report states that Ms.
Mumford said in the letter that charges associated with a 2003
fraud conviction had been dropped.


MGM COMMERCIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------

Debtor: MGM Commercial Wharf LLC
        120 Johnson Road
        Winchester, MA 01890

Bankruptcy Case No.: 09-13553

Chapter 11 Petition Date: April 23, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Stephen K. Midgley, Esq.
                  Midgley Law Associates
                  P.O. Box 2577
                  Attleboro Falls, MA 02763
                  Tel: (508) 261-9010
                  Fax: (508) 261-9040
                  Email: midgleylaw@verizon.net

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

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

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

The petition was signed by Garron Markey, general manager of the
Company.


MICHIGAN HERITAGE BANK: FDIC Named as Receiver; Deposits Sold
-------------------------------------------------------------
Michigan Heritage Bank, Farmington Hills, Michigan, was closed
Friday by the Michigan Office of Financial and Insurance
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Level One
Bank, Farmington Hills, Michigan, to assume all of the deposits,
excluding those from brokers, of Michigan Heritage.

The three offices of Michigan Heritage will reopen on Monday as
branches of Level One.  Depositors of Michigan Heritage will
automatically become depositors of Level One. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until Level One can fully
integrate the deposit records of Michigan Heritage.

Over the weekend, depositors of Michigan Heritage can access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed. Loan customers should
continue to make their payments as usual.

As of December 31, 2008, Michigan Heritage had total assets of
approximately $184.6 million and total deposits of $151.7 million.
Level One paid a premium of 1.16 percent to acquire the deposits
of Michigan Heritage.

Level One will not assume $50 million in brokered deposits held by
Michigan Heritage.  The FDIC will pay the brokers directly for the
amount of their funds.  Customers who placed money with brokers
should contact them directly for more information about the status
of their deposits.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9526.  Customers who would like more
information about the transaction can also visit the FDIC's Web
site at:

  http://www.fdic.gov/bank/individual/failed/michiganheritage.html

In addition to acquiring $101.7 million of the failed bank's
deposits, Level One agreed to purchase approximately $46.1 million
in assets.  The FDIC will retain any remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $71.3 million.  Level One's acquisition of all the
deposits of Michigan Heritage was the "least costly" resolution
for the FDIC's Deposit Insurance Fund compared to alternatives.
Michigan Heritage is the 27th bank to fail in the nation this year
and the first in the state.  The last bank to fail in Michigan was
Main Street Bank, Northville, on October 10, 2008.

Congress created the Federal Deposit Insurance Corporation --
http://www.fdic.gov-- in 1933 to restore public confidence in the
nation's banking system.  The FDIC insures deposits at the
nation's 8,305 banks and savings associations and it promotes the
safety and soundness of these institutions by identifying,
monitoring and addressing risks to which they are exposed.  The
FDIC receives no federal tax dollars -- insured financial
institutions fund its operations.


MITCHELL J. MJL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------

Debtor: Mitchell J. MJL Cattle Co., LLC
        2811 Highway 5
        New Franklin, MO 65274

Bankruptcy Case No.: 09-20845

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Debtor's Counsel: James F. B. Daniels, Esq.
                  McDowell Rice Smith & Buchanan
                  605 W. 47th St., Ste. 350
                  Kansas City, MO 64112
                  Tel: (816) 960-7307
                  Fax: (816) 753-9996
                  Email: jdaniels@mcdowellrice.com

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

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

Total Assets: $1,680,400

Total Debts: $2,745,659

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors and a copy of its schedules of
assets and liabilities, is available for free at:

            http://bankrupt.com/misc/mowb09-20845.pdf

The petition was signed by Mitchell J. Leonard.


MKA REAL ESTATE: Involuntary Chapter 11 Case Summary
----------------------------------------------------

Alleged Debtor: MKA Real Estate Opportunity Fund I
                26 Corporate Plaza Dr., Ste. 250
                Newport Beach, CA 92660

Case Number: 09-13613

Debtor-affiliate subject to involuntary Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
MKA Real Estate Qualified Fund I                   09-13616

Involuntary Petition Date: April 23, 2009

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

Judge: Erithe A. Smith

Petitioner's Counsel: Steven T. Gubner, Esq.
                      Ezra Brutzkus Gubner LLP
                      21650 Oxnard St., Ste. 500
                      Woodland Hills, CA 91367
                      Tel: (818) 827-9000

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
John Gates                     breach of contract   $3,000,000
53 Harbor Ridge Dr
Newport Beach, CA 92660

Steven S. Zank                 breach of contract   $500,000
7911 Hershel Ave #306
La Jolla, CA 92037

Noramae Munster                breach of contract   $1,000,000
743 W 38th St
San Pedro, CA 90731


MOBILE ALABAMA: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------

Debtor: Mobile Alabama Associates, LLC
        455 W. Chicago St.
        Coldwater, MI 49036

Bankruptcy Case No.: 09-04796

Chapter 11 Petition Date: April 23, 2009

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

Debtor's Counsel: Larry A. Ver Merris, Esq.
                  Damon, Ver Merris, Boyko & Witte, PLC
                  825 Parchment Drive SE, Suite 100
                  Grand Rapids, MI 49546
                  Tel: (616) 975-9951
                  Email: lav@dvbwlaw.com

Total Assets: $4,500,001

Total Debts: $5,023,473

A full-text copy of the Debtor's petition, including a list of its
12 largest unsecured creditors and its schedules of assets and
liabilities, is available for free at:

            http://bankrupt.com/misc/miwb09-04796.pdf


MONACO COACH: To Sell RV Unit to Navistar for $52 Million
---------------------------------------------------------
Monaco Coach Corporation has signed a definitive agreement to sell
substantially all of the Company's RV manufacturing assets to a
unit of Navistar, Inc. for approximately $52 million.  The Board
of Directors of Monaco Coach Corporation has unanimously approved
the transaction.

The closing of the proposed transaction is scheduled to occur no
later than June 1, 2009, subject to certain closing conditions and
completion of the bankruptcy court approval process, including the
auction process and the entry of a final non-appealable sale order
of the bankruptcy court pursuant to Section 363 of the Bankruptcy
Code authorizing the transfer of the purchased assets to Navistar.

The transaction includes certain manufacturing facilities located
in Indiana and Oregon.  In addition, Navistar will acquire all
brands, intellectual property, inventories and equipment relating
to Monaco's motorized and towable recreational vehicle segments.
Excluded from the transaction are the Motorhome Resorts segment,
the Roadmaster Cargo Trailer business and several industrial
properties.  Monaco continues to work with other interested
parties regarding the acquisition of its Motorhome Resorts segment
and other assets held for sale.

"We are excited to move forward with the tremendous resources of
Navistar, Inc. supporting our great products.  Everyone at the
Company is ready and committed to again build the highest quality
RVs in the industry, offer the best customer support and bring
jobs back into the communities in which we operate.  We appreciate
the patience of our employees, dealers, suppliers and RV owners as
we navigated through this challenging environment," stated Kay
Toolson, Chairman and CEO of Monaco Coach Corporation.

Navistar, with nearly $15 billion in annual sales, is a leading
global manufacturer of commercial vehicles, military vehicles,
diesel engines and related parts and services.

                   Shareholders Out of the Money

Monaco cautions that it presently appears there will be no
proceeds ultimately available to the Company from this transaction
and other potential asset sales sufficient, after payments to
creditors, to result in any distribution to the shareholders of
Monaco.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in $1.49
billion in stockholders' deficit.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


MRU HOLDINGS: Faces Securities Class Action From Brualdi Law Firm
-----------------------------------------------------------------
The Brualdi Law Firm, P.C., said a lawsuit has been commenced in
the United States District Court for the Southern District of New
York on behalf of investors who purchased shares of MRU Holdings,
Inc. (UNCLQ) during the period between July 9, 2007 and September
19, 2008, inclusive for violations of the federal securities laws.

No class has yet been certified in the action.

The complaint charges MRU and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.
The complaint alleges, among other things, that the defendants'
public statements failed to disclose, among other things, that:
(1) the market for Auction Rate Securities, which the Company
issued in its first student loan securitization, was illiquid and
existed at the whim of the broker-dealers; (2) the illusion of
liquidity created by the broker-dealers allowed the Company to
securitize its student loans on favorable terms; (3) that once the
true nature of the ARS market became known, the terms of future
securitizations by the Company would not be favorable to the
Company; and (4) that without the favorable terms available in the
ARS market as a result of manipulation by the broker-dealers, the
Company would not have sufficient capital to originate loans,
making the Company's business model untenable.

On July 7, 2008, the Company revealed the unfavorable terms of its
second securitization, causing the price of its securities to drop
to $2.27 per share -- a one day decline of $0.23 per share, or
9.2%.  Then, on August 18, 2008, Moody's Investors Service placed
the ARSs issued by MRU on review for downgrade, driving the price
of MRU shares even further, to $1.05 per share. After the market
closed on September 5, 2008, the Company ceased originating
student loans, which caused MRU's stock price to fall even
further, closing on September 6, 2008 at $0.71.  Finally, on
February 9, 2009, MRU announced that it had filed a voluntary
petition for bankruptcy.  The Company's shares have been delisted
from the NASDAQ stock exchange, and currently trade at less than
$.01 per share.

The Troubled Company Reporter said April 22 that Murray, Frank &
Sailer LLP filed a class action lawsuit in the Southern District
of New York also on behalf of investors who purchased shares of
MRU Holdings, during the period between July 9, 2007 and September
19, 2008, inclusive.

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At September 30, 2008, the company had
$310 million in total assets and $331 million in total
liabilities, resulting in $20.1 million in shareholders' deficit.

MRU Holdings filed on February 6, 2009, a voluntary petition
seeking relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D.
N.Y. Case No. 09-10530).  As a result of this bankruptcy filing,
the Company has suspended business operations.


MT BALDY RANCH: Voluntary Chapter 11 Case Summary
-------------------------------------------------

Debtor: Mt. Baldy Ranch LLC
        855 W 23rd Street
        Upland, CA 91784

Bankruptcy Case No.: 09-18011

Chapter 11 Petition Date: April 23, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: James W. Biedebach, Esq.
                  3110 Chino Ave Ste 130
                  Chino Hills, CA 91709
                  Tel: (909) 548-4444

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

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

The Company does not have unsecured creditors who are non-
insiders.

The petition was signed by Ronald Curtis, managing member of the
Company.


NAVISTAR INC: To Acquire Monaco Coach's RV Unit for $52 Million
---------------------------------------------------------------
Monaco Coach Corporation has signed a definitive agreement to sell
substantially all of the Company's RV manufacturing assets to a
unit of Navistar, Inc. for approximately $52 million.  The Board
of Directors of Monaco Coach Corporation has unanimously approved
the transaction.

The closing of the proposed transaction is scheduled to occur no
later than June 1, 2009, subject to certain closing conditions and
completion of the bankruptcy court approval process, including the
auction process and the entry of a final non-appealable sale order
of the bankruptcy court pursuant to Section 363 of the Bankruptcy
Code authorizing the transfer of the purchased assets to Navistar.

The transaction includes certain manufacturing facilities located
in Indiana and Oregon.  In addition, Navistar will acquire all
brands, intellectual property, inventories and equipment relating
to Monaco's motorized and towable recreational vehicle segments.
Excluded from the transaction are the Motorhome Resorts segment,
the Roadmaster Cargo Trailer business and several industrial
properties.  Monaco continues to work with other interested
parties regarding the acquisition of its Motorhome Resorts segment
and other assets held for sale.

"We are excited to move forward with the tremendous resources of
Navistar, Inc. supporting our great products.  Everyone at the
Company is ready and committed to again build the highest quality
RVs in the industry, offer the best customer support and bring
jobs back into the communities in which we operate.  We appreciate
the patience of our employees, dealers, suppliers and RV owners as
we navigated through this challenging environment," stated Kay
Toolson, Chairman and CEO of Monaco Coach Corporation.

Navistar, with nearly $15 billion in annual sales, is a leading
global manufacturer of commercial vehicles, military vehicles,
diesel engines and related parts and services.

                   Shareholders Out of the Money

Monaco cautions that it presently appears there will be no
proceeds ultimately available to the Company from this transaction
and other potential asset sales sufficient, after payments to
creditors, to result in any distribution to the shareholders of
Monaco.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in $1.49
billion in stockholders' deficit.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


NEXPAK CORPORATION: Can Access Cash Collateral Until July 31
------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized Nexpak Corporation and its
debtor-affiliates to use, on an interim basis, cash collateral of
their prepetition secured lenders until July 31, 2009.

The Debtors said the prepetition secured lenders made certain
loans to them under an amended and restated credit agreement dated
Dec. 31, 2004.  As of their bankruptcy filing, the Debtors owed
$79 million comprised of:

      $14.5 million revolving loan,
      $15.5 million term loan,
      $12 million multi-advance term loan, and
      $37 million subordinated term loan.

The revolver, term loan and multi-advance term loan obligations
are secured by pari pasu first liens on substantially all of the
Debtors' assets while subordinated term loan obligation are
secured by a second lien on all of the Debtors' assets.

According to the Debtors, proceeds of the cash collateral will be
used to fund their the continuation business operations,
preservation and disposition of their assets as a going concern,
and administration of their estates.  The use of cash collateral
is fair and reasonable and reflect their exercise of prudent
business judgment consistent with their fiduciary duties, the
Debtors said.

The Debtors have provided a budget wherein they may exceed any
line item by 10% in any week, only if, the aggregate amount of the
budget for any week is not exceeded by more than 10%.

As adequate protection, the Debtors granted the prepetition
secured lenders security interest in and lien on the prepetition
collateral and all other of the Debtors' present assets.

A hearing is set for May 5, 2009, at 9:30 a.m., to consider final
approval of the request.  Objections, if any, are due April 29,
2009.

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

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.


NEXPAK CORPORATION: Delaware Claims Approved as Claims Agent
------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized Nexpak Corporation and its
debtor-affiliates to employ Delaware Claims Agency LLC as their
claims, noticing and balloting agent.

The firm is expected to (i) transmit certain designated notices
to appropriate parties as required by the Bankruptcy Code, the
Bankruptcy Rules, and the Delaware Local Rules; (ii) maintain
copies of all proofs of claim and proofs of interest; (iii)
maintain the official claims register; (iv) assist the Debtors
with the dissemination of solicitation materials relating to
any plan and ballot tabulation; and (v) other relevant
administrative services.

The firm will charge the hourly rates agreed to by the Debtors in
connection with the services agreement dated March 31, 2009.

To the best of the Debtors' knowledge, the firm is a disinterested
person as defined in Section 101(14) of the United States
Bankruptcy Code.

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 INT'L: U.S. Trustee Forms Three-Member Creditors Committee
----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Noble International Ltd. and its debtor-
affiliates.

The members of the Committee are:

  1) Dale Willenbring, Chairperson
     DWillenbring@whiteboxadvisors.com
     Whitebox Convertible Arbitrage Partners, L.P.
     3033 Excelsior Boulevard, Suite 300
     Minneapolis, MN 55416
     Tel: (612) 253-6068
     Fax: (312) 253-6100

  2) Greg Stoneback
     greg@metrowelding.com
     Metro Welding Supply Corp.
     12620 Southfield
     Detroit, MI 48223
     Tel: (313) 834-01660
     Fax: (313) 835-3562

  3) Jeff Heisler
     jheisler@metalsusa.com
     Metals USA Specialty Metals Northcentral, Inc.
     3000 Shermer Road
     Northbrook, IL 60062
     Tel: (847) 562-2413
     Fax: (847) 400-8220

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.  The Debtor and its debtor-
affiliates filed for Chapter 11 protection on April 15, 2009
(Bankr. E. D. Mi. Case No. 09-51720).  The Debtors proposed Foley
& Lardner LLP as their general bankruptcy counsel.  The Debtors'
financial condition as of January 10, 2009, showed total assets of
$190,763,000 and total debts of $38,691,000.


NORTH RIVER GROUP: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------

Debtor: North River Group, Inc.
        P.O. Box 17326
        Chattanooga, TN 37415

Bankruptcy Case No.: 09-12527

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: W. Lloyd Stanley, Jr., Esq.
                  633 Chestnut Street, Suite 630
                  Chattanooga, TN 37450-0603
                  Tel: (423) 634-2277
                  Fax: (423) 752-5020
                  Email: nharrison@lstanleylaw.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 6 largest unsecured creditors is available
for free at:

              http://bankrupt.com/misc/tneb09-12527.pdf

The petition was signed by Jerrod Blaiser, president of the
Company.


NYU HOSPITALS: Moody's Upgrades Bond Ratings From 'Ba2'
-------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba2 the rating
assigned to New York University Hospitals Center's outstanding
bonds issued by the Dormitory Authority of the State of New York.
The outlook is stable at this new rating level.  The multi-notch
upgrade and return to investment grade reflects improving
financial performance and a change in governance signaling closer
integration with Aa3-rated New York University (NYU or
University)and its School of Medicine that create a halo effect
for recruitment of physicians, strategic direction, and ultimately
provide for a platform for financial stability.

Legal Security: The outstanding bonds are jointly secured by a
pledge of gross receipts and a mortgage of all health care
facilities of NYUHC.  Sale/leaseback transactions that may include
a portion of the mortgaged property are permitted.  Long term debt
service coverage ratio of at least 1.10 times.  Debt service
reserve fund in place.  Following the withdrawal from the Mount
Sinai NYU Health Obligated Group (MSNYU) in 2006, NYUHC received
approval to substitute New York University as the sole corporate
member of NYUHC.  NYU has the power to elect NYUHC's board of
trustees and to review its mission, strategic plans, financial
plans and budgets and to approve certain transactions.  NYUHC
financial statements are now consolidated with the University's
and the fiscal year of NYUHC has been changed from December 31 to
August 31 as of August 31, 2008, to reflect the new governance
structure.  (A December 31 audit will also be prepared for cost
reporting purposes) NYUHC, together with the NYU School of
Medicine (a division of New York University) are separate entities
(with separate tax identification numbers) functioning as an
integrated academic medical center under the name, NYU Langone
Medical Center.  The debt of NYUHC is not an obligation of NYU and
is separately secured.  For more information on NYU, please see
Moody's report dated April 23, 2009.

Interest Rate Derivatives: None

                            Strengths

* Integrated academic medical center provides opportunities to
  grow market share in the fragmented New York City market.
  Realignment with the School of Medicine and renewed medical
  center model enhances recruitment of physicians, operations and
  philanthropy between the hospital and School of Medicine.

* Programmatic growth aiding physician recruitment that has
  translated into a multi-year trend of increasing volume.
  Designated centers of excellence in cancer, cardiovascular,
  children's services, musculoskeletal and neurosciences are
  growing and generate profit margins.

* Significant and profitable outpatient services and visits,
  contributes to an atypical payer mix for a NYC hospital and
  provides a differentiating niche for the hospital.

* Much improved financial performance with cashflow demonstrating
  steady increases since FY2004.

* Improved contracting ability as an independent organization has
  resulted in increased revenue from payers.

* Improved liquidity although absolute cash is modest for a
  hospital of this size and stature and some of the recent gains
  were lost in the first quarter 2009 because of the market's
  turmoil.

* Majority of debt is fixed rate.

                           Challenges

* Leveraged balance sheet with weak balance sheet indicators,
  characterized by modest cash and high debt load.  Cash balances
  expected to improve on an absolute basis, but days' cash on hand
  is not expected to improve until at least 2010.

* Fragmented New York City market highlighted by the ability of
  physicians to change referral patterns and move volume within
  the market.  Recruitment of significant number of physicians
  critical to meeting volume growth targets in key service lines.

* Reductions in Medicaid funding and graduate education funding
  are expected.

* Integration of NYUHC and the NYU School of Medicine into a more
  aligned academic medical center will include cash transfer to
  NYU School of Medicine to fund shared programs that may limit
  NYUHC balance sheet gains.

* Future debt in the longer term could be material, including
  financing for a new clinical building in the longer term

                   Recent Developments/Results

NYUHC has made great strides in turning its operating losses into
operating profits since the disaffiliation with Mount Sinai
Hospital in 2003 and re-integration with the NYU School of
Medicine and New York University to form a "Medical Center."  By
consolidating the management team responsible for the medical
center's strategic vision, NYUHC has been reinvigorated and able
to drive efficiencies and cost reductions while focusing on growth
opportunities within its key competencies.  The School of Medicine
has historically been the benefactor of significant annual
philanthropy, and by becoming part of the medical center, NYUHC
expects to benefit from these donor relationships as well through
its role as the teaching hospital for the School of Medicine.

The new governance structure is a key component incorporated in
Moody's rating upgrade.  The executive team for NYUHC is the
executive team responsible for the Medical Center.  The executive
team includes the University's Senior Vice President for Health,
which ensures coordination of vision and that the strategic
direction of the Medical Center is met by the School of Medicine
and NYUHC.  This is a relatively new structure, as is the
University becoming the sole member of NYUHC with the power to
elect its board of trustees, review its mission, strategic plans,
financial plans and budgets and approve certain transactions.
This new alignment with the University and inclusion of NYUHC's
financial statements with the consolidating statements of the
University necessitated changing NYUHC's fiscal year end to August
31 for FY2008 to coordinate with the fiscal year of the University
and stresses the new linkage to the University.  While the
University has articulated to Moody's that it does not plan to
provide financial support to NYUHC, Moody's believe that future
cash transfers from NYUHC to the University, the ripple effect of
recruitment of faculty, research programs that will aid clinical
growth and a common institutional identity created by the overlap
of trustees signal closer integration and will provide tangible
benefits to NYUHC over time.  Moody's believe the spirit and
personality of NYUHC has become more integrated with the
University as a result of the restructured governance model which
is a new and improved credit strength.  NYUHC has benefited from
the development of the School of Medicine's new ambulatory care
sites in Manhattan and Queens that have increased referrals to
NYUHC's own outpatient programs.  NYUHC's future plans to build a
new clinical pavilion in the intermediate period for short-stay
and high tech outpatient volume will largely be financed through
philanthropy that has been enhanced by the closer relationship
with the University and School of Medicine.  In the immediate
term, funding for the installation of the EPIC software system
will also be shared with the School of Medicine since the benefits
will accrue to each entity.

Financially, NYUHC's performance has improved in each of the last
four years, reaching an operating profit of $22.2 million for
fiscal year 2008 (ending August 31, 2008) compared to an operating
profit of $11.8 million in FY 2007 ending December 31, 2007
(Moody's excludes investment income from other operating revenue).
Inpatient volume was up 2.3% over the prior year, and outpatient
visits which include its growing cancer program, were up 8.5% over
the prior year.  Improved contract terms for its eight largest
contracts (93% of its managed care revenue) which included
material rate increases for growing service lines and an
increasing case mix index has been the most significant
contributor to the improved performance.  NYUHC continues to meet
the benchmark goals established from its Navigant engagement and
revenue cycle initiatives (days in A/R are low at 45 days) that in
conjunction with length of stay reductions and performance
management have kept NYUHC on an improving financial trend.
Additionally, NYUHC will not transfer $10 million to the School of
Medicine as expected for the current year because of the favorable
performance posted of the School.

The balance sheet remains a limiting credit factor, with cash of
$194.5 million at FYE2008 equating to an improved but still modest
63.3 days of cash on hand.  Liquidity has dropped through
February 28, 2009 (2Q09) to $186.6 million due to market factors
and increased unrealized losses, causing days to decline to 57.3
days of cash on hand (39.2% cash to debt).  Cash is invested in
accordance with the University's investment policy.  NYUHC's total
debt includes $23.5 million outstanding as of December 31, 2008,
of taxable debt that was used to fund NYUHC's 2007 required
pension contribution, which allowed NYUHC to retain its cash but
has exacerbated the leverage measures.  A defined contribution
plan was established for new employees after July 2000 but the
defined benefit plan remains underfunded by $35.7 million at
FYE2008; it will require a $15.9 million contribution in FY2009.

The hospital is limited in its ability to grow cash by its
significant debt load and annual debt service requirements through
at least 2011, before annual MADS declines to $33 million/year
from the current MADS of $44.2 million.  Variable debt is limited
to the Series 2000D bonds ($49.7 million or 13% of total debt
outstanding) which was privately placed following the termination
of the Mount Sinai-NYU Hospitals Center Obligated Group and is not
rated.  Additional, non-rated variable rate debt is outstanding
for patient account receivable financing ($21.8 million) and the
pension loan ($23.5 million) discussed above.  Projections do not
anticipate days cash on hand growing beyond current levels.
Routine capital spending for FY2009 approximates $45 million.  For
FY2009, capital spending has been curtailed as NYUHC reevaluates
its master facilities plan with the School of Medicine.

                             Outlook

The stable outlook is based on Moody's belief that financial
performance will remain at current levels and support stable
coverage of the outstanding debt and the renewed alignment with
NYU provides a platform for financial stability.

                 What could change the rating -- UP

Material improvement in financial performance and cashflow,
evidence of increased University oversight or financial support as
well as additional seasoning of this newer relationship

                What could change the rating -- DOWN

Material reduction in liquidity, downturn in financial
performance, change from current governance structure

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for NYU Hospitals Center for
     FY2007.

  -- Based on financial statements for New York University
     Consolidated Financial Statements for FY2008

  -- First number reflects audit year ended December 31, 2007

  -- Second number reflects audit year August 31, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 37,555; 38,435

* Total operating revenues: $1.12 billion; $1.18 billion

* Moody's-adjusted net revenue available for debt service: $92.7
  million; $114.0 million

* Total debt outstanding: $494.1 million; $478.7 million

* Maximum annual debt service (MADS): $44.160 million; $44.160
  million

* MADS Coverage with reported investment income: 2.26 times; 2.48
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.1 times; 2.6 times

* Debt-to-cash flow: 6.78 times; 5.22 times

* Days cash on hand: 52.1 days; 63.5 days

* Cash-to-debt: 30.7%; 40.6%

* Operating margin: 1.1%; 1.9%

* Operating cash flow margin: 6.7%; 7.5%

Rated Debt (debt outstanding as of August 31, 2008)

  -- Series 2006A, $97.0 million outstanding, Baa2 rating, fixed
     rate

  -- Series 2007A, $166.5 million, Baa2 rating, fixed rate

  -- Series 2007B, $91.0 million; Baa2 rating, fixed rate

The last rating action was on October 30, 2007, when the ratings
of NYU Hospitals Center were affirmed at Ba2 and the positive
outlook was affirmed.


OFFICE MAX: Moody's Downgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Office Max, Inc., to B1 from
Ba2, and affirmed the SGL-2 speculative grade liquidity rating.
The outlook is negative.  These actions conclude the review for
downgrade that was initiated on December 24, 2008.

The downgrade reflects the negative impact on credit metrics
resulting from weak second-half performance for 2008, as well as
Moody's expectation that prospects for improvement for 2009 are
slim.  "The macroeconomy continues to pressure OfficeMax's
operating performance, with the result being a significant
deterioration in key credit metrics," stated Moody's Senior
Analyst Charlie O'Shea.  "With a likely continuation of tough
operating conditions for 2009, OMX will be challenged to improve
its credit metrics to a level more representative of a higher
rating category".

The B1 rating considers OMX's credit metrics, which are weak with
potential for further deterioration.  The rating also focuses on
OMX's competitive position, which is solid despite its number
three position in the segment.  Its revenue balance of 52%
contract and 48% retail is one of the best in the segment, and
this mix should prove beneficial once the economy begins to
recover.  The rating also considers the highly-competitive and
fragmented office supply segment, with competition from larger
indigenous competitors such as Staples and Office Depot, as well
as from discounters and warehouse clubs.  Finally, the rating
considers the potential reduced resilience of the office supply
segment on the whole as all three dedicated retailers are
continuing to experience varying degrees of challenges.  The
negative outlook reflects Moody's expectation that credit metrics
may continue to deteriorate in 2009, which would result in
additional downward rating pressure.

The affirmation of the SGL-2 speculative grade liquidity rating,
representing good liquidity, considers OMX's strong operating cash
flow, with the $475 million generated for FYE 2008 more than
covering capital expenditures of $385 million and dividends of
$45 million.  This enabled the company to fund all cash flow
requirements internally, with the secured unrated $700 million
revolver untapped.  In addition, OMX has suspended its dividend,
which will result in a $45 million annual saving.  Moody's expects
OMX to be able to fund virtually all of its cash flow needs from a
combination of internally generated cash and existing cash
balances, with only minimal draws under the credit facility.

Ratings downgraded and LGD rates adjusted include:

  -- Corporate family rating to B1 from Ba2;

  -- Probability of default rating to B1 from Ba2, and

  -- Senior unsecured notes and debentures to B2 (LGD5, 70%) from
     Ba3 (LGD4, 69%).

Rating affirmed:

  -- Speculative grade liquidity rating of SGL-2.

Rating downgraded and to be withdrawn:

  -- Issuer rating to B1 from Ba2.

The last rating action for Office Max, Inc., was the December 24,
2008 placing of the ratings on review for possible downgrade, and
the affirmation of the SGL-2 speculative grade liquidity rating.

OfficeMax, Incorporated is the third-largest dedicated retailer of
office supplies in the U.S., with annual revenues of around
$8 billion.  It operates 1,024 stores throughout the U.S. and
Mexico, and also maintains a substantial contract business which
caters to commercial customers.


PANAVISION INC: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Panavision Inc. by one notch.  The
corporate credit rating was lowered to 'CCC' from 'CCC+', and the
rating outlook is negative.

"We lowered the ratings because of our concerns about the
company's ability to maintain compliance with financial covenants,
given underperformance in the fourth quarter of 2008 and near-term
covenant stepdowns, and that covenant EBITDA may continue to
decline," said Standard & Poor's credit analyst Tulip Lim.  "The
'CCC' rating reflects Panavision's high leverage, potential for
tightening liquidity, and uncertain growth prospects."

Panavision has a leading position in U.S. feature film and TV
camera rentals. Its exclusive worldwide distribution network
provides it geographic diversity, along with a competitive
advantage in meeting the scheduling and location demands of high-
budget feature film productions.  However, it is exposed to
shifting business conditions in the entertainment industry,
including labor strikes and Hollywood studio pressures that can
cause production cutbacks.

Revenue and EBITDA declined 20% and 12%, respectively, in the
fourth quarter ended Dec. 31, 2008.  While the company generated
EBITDA in the two months ended Feb. 28, 2009, compared with a loss
before interest, taxes, depreciation, and amortization in the
previous year due to significant cost reductions, revenue declined
9% in the period.  S&P believes that the pressure on revenue is
due to a slowdown of production activity after an acceleration in
the first half of 2008 that reflected studios' concerns about a
possible Screen Actors Guild labor action.  The SAG union and the
Alliance of Motion Picture and Television Producers announced on
April 17, 2008 a tentative contract.  Still, S&P is concerned that
overall production activity may continue to decline in 2009
because of the lingering effects of the acceleration in activity
last year and a generally lower level of production activity given
more difficult funding conditions.  This would contribute to
pressure on revenues, which cost reductions may not fully offset,
resulting in EBITDA declines.

Lease-adjusted leverage was high, at roughly 6.3x for the year
ended Feb. 28, 2008, and higher still at about 7x, when including
the preferred stock.  EBITDA coverage of interest and pay-in-kind
preferred dividends was thin at 1.4x.  Discretionary cash flow was
negative for the 12 months ended Feb. 28, 2009.  Historically, the
company has had negative discretionary cash flow.  S&P is
concerned that despite reductions in capital spending, the
company's discretionary cash flow will remain negative because of
the difficult business outlook.


PATRICK CROSBY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------

Debtor: Patrick W. Crosby
        5116 Harbor Lane
        Everett, WA 98203

Bankruptcy Case No.: 09-13894

Chapter 11 Petition Date: April 23, 2009

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

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

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

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

A full-text copy of the Mr. Crosby's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/wawb09-13894.pdf

The petition was signed by Mr. Crosby.


PENNSYLVANIA SN: Files Articles of Dissolution on April 20
----------------------------------------------------------
In a notice dated April 23, 2009, Pennsylvania SN, Inc. --
formerly Shepard Niles, Inc., formerly Shepard Niles Crane & Hoist
Corporation -- said the corporation was dissolved by the filing of
Articles of Dissolution with the Pennsylvania Department of State
on April 20, 2009.

All persons having a claim against the corporation must present
their written claim, on or before June 22, 2009, to this address:

          Pennsylvania SN, Inc.
          Attn: Corporate Secretary
          600 Grant Street, Suite 4600
          Pittsburgh, PA 15210

Any claim that is not received by the corporation prior to
June 22, 2009, will be forever barred.


PETTERS GROUP: May Transfer Polaroid Domain Name to Polaroid Corp.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the transfer to Polaroid Corp. of Petters Group Worldwide
LLC's entire right, title and interest in and to the Polaroid
Internet domain names.

In its order, the Court said the Polaroid domain names have
questionable value to the PGW estate, and Polaroid Corp. asserts
that it possesses superior title to the Polaroid domain names.
Any valid, perfected, and unavoidable liens, claims, encumbrances
and other interests in the Polaroid names, if any, shall attach to
the net sale proceeds with the same priority as existed in the
assets prior to the sale.

As reported in the Troubled Company Reporter on April 17, 2009,
the official committee of unsecured creditors of Petters Company,
Inc., et al., objected to PGW's motion for approval of the
transfer of the Polaroid Internet domain name registrations to
Polaroid Corp., free and clear of all liens and encumbrances.
Polaroid is a subsidiary of PGW.

The Committee said that the request of PGW does not contain
sufficient information for the Committee to analyze the proposed
transaction.  Specifically, the Committee wants to know the
circumstances of the transfer of the domain names from Polaroid to
PGW and if PGW paid any consideration for the domain names, and
the dates of those transfers.

Moreover, the Committee said the proposed order is not clear on
the procedure if PGW decides to forgo its rights to pursue
consideration.  The Committee said PGW should give notice of that
decision to the Committee, and the Committee should have the right
to object.

                 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.


PHOENIX FOOTWEAR: $18.8MM Net Loss in 2008; Going Concern Doubt
---------------------------------------------------------------
Phoenix Footwear Group, Inc., last week reported results for the
fourth quarter and year ended January 3, 2009.  For the fourth
quarter, net sales from continuing operations totaled
$16.5 million, down 15% from sales of $19.4 million in the fourth
quarter of 2007.  For the full 2008 fiscal year, net sales from
continuing operations were $75.1 million, a 9% decrease from
$82.9 million for fiscal 2007.

The Company said net loss from continuing operations was
$14.2 million for the fourth quarter of 2008, compared to a net
loss from continuing operations of $12.8 million for the fourth
quarter of fiscal 2007.  For the full 2008 fiscal year, net losses
from continuing operations totaled $18.8 million.  In fiscal 2007,
the Company recorded a net loss from continuing operations of
$16.6 million.

As of January 3, 2009, the Company had $33.1 million in total
assets, $21.7 million in total liabilities, and $11.3 million in
stockholders' equity.

A full-text copy of the Company's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3be3

"With the economic headwinds, this past year was an especially
challenging one," said Russell Hall, President and CEO of Phoenix
Footwear Group, Inc.  "We are disappointed in our net sales
decline and resulting net loss."

The Company has been in continuing default on its bank debt since
September 27, 2008.  As a result of this and the fact that the
Company has had net losses for the past two fiscal years, the
Company's independent registered public accountants -- Grant
Thornton LLP, in Irvine, California -- have included a going
concern explanatory paragraph in their report on the Company's
financial statements included in the Company's Annual Report on
Form 10-K for the 2008 fiscal year that the Company filed with the
Securities and Exchange Commission.  The announcement of a
qualification is being made in compliance with NYSE Alternext US
Company Guide Rule 610(b) requiring a public announcement of the
receipt of an audit opinion that contains a going concern
qualification and does not reflect any change or amendment to the
consolidated financial statements as filed.

As reported in Troubled company's Reporter on April 29, 2008,
Grant Thornton expressed substantial doubt about Phoenix Footwear
Group's ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
December 29, 2007.

As of December 29, 2007, the Company was not in compliance with
the financial covenants under its credit agreement.  The Company
did not request a waiver for the respective defaults as it was in
the process of replacing the existing facility with a new lender.
In June 2008, the Company entered into a Credit and Security
Agreement with Wells Fargo Bank, N.A., for a three year revolving
line of credit and letters of credit collateralized by all of the
Company's assets and those of its subsidiaries.  Under the
facility, the Company can borrow up to $17.0 million, which,
subject to the satisfaction of certain conditions, may be
increased to $20.0 million.  The credit facility also includes a
$7.5 million letter of credit sub facility.  As of September 27,
2008, the Company was not in compliance with the financial
covenant for income before taxes under its Credit and Security
Agreement with Wells Fargo.

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).


PENNSYLVANIA SN: Files Articles of Dissolution on April 20
----------------------------------------------------------
In a notice dated April 23, 2009, Pennsylvania SN, Inc. --
formerly Shepard Niles, Inc., formerly Shepard Niles Crane & Hoist
Corporation -- said the corporation was dissolved by the filing of
Articles of Dissolution with the Pennsylvania Department of State
on April 20, 2009.

All persons having a claim against the corporation must present
their written claim, on or before June 22, 2009, to this address:

          Pennsylvania SN, Inc.
          Attn: Corporate Secretary
          600 Grant Street, Suite 4600
          Pittsburgh, PA 15210

Any claim that is not received by the corporation prior to
June 22, 2009, will be forever barred.


PETTERS GROUP: May Transfer Polaroid Domain Name to Polaroid Corp.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the transfer to Polaroid Corp. of Petters Group Worldwide
LLC's entire right, title and interest in and to the Polaroid
Internet domain names.

In its order, the Court said the Polaroid domain names have
questionable value to the PGW estate, and Polaroid Corp. asserts
that it possesses superior title to the Polaroid domain names.
Any valid, perfected, and unavoidable liens, claims, encumbrances
and other interests in the Polaroid names, if any, shall attach to
the net sale proceeds with the same priority as existed in the
assets prior to the sale.

As reported in the Troubled Company Reporter on April 17, 2009,
the official committee of unsecured creditors of Petters Company,
Inc., et al., objected to PGW's motion for approval of the
transfer of the Polaroid Internet domain name registrations to
Polaroid Corp., free and clear of all liens and encumbrances.
Polaroid is a subsidiary of PGW.

The Committee said that the request of PGW does not contain
sufficient information for the Committee to analyze the proposed
transaction.  Specifically, the Committee wants to know the
circumstances of the transfer of the domain names from Polaroid to
PGW and if PGW paid any consideration for the domain names, and
the dates of those transfers.

Moreover, the Committee said the proposed order is not clear on
the procedure if PGW decides to forgo its rights to pursue
consideration.  The Committee said PGW should give notice of that
decision to the Committee, and the Committee should have the right
to object.

                 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.


RAVELLO LANDING: Files Amended List of Largest Unsecured Creditors
------------------------------------------------------------------
Ravello Landing, LLC, delivered to the U.S. Bankruptcy Court for
the District of Nevada an amended list of its unsecured creditors,
disclosing:

   Entity                    Nature of Claim       Claim Amount
   ------                    ---------------       ------------
Greg Provenzano              Promissory Note        $58,125
16602 Flying Jib Road
Cornelius, NC 28031

Rahul Thacker MD MHA         Promissory Note        $31,870
396 Cliff Drive
Laguna Beach, CA 92651-0901

Sarpbaul Bhalla              Promissory Note        $30,000
714 Via La Cuesta
Palos Verdes
Peninsula, CA 90274

Greg Provenzano              Promissory Note        $30,000
16602 Flying Jib Road
Cornelius, NC 28031

Mona Family Trust            Promissory Note        $20,000
Attn: Michael Mona
2793 Red Arrow Drive
Las Vegas, NV 89135

United AMS                   Financial Services     $15,384
Attn: Managing Member
8350 W. Sahara Ave., Ste 150
Las Vegas, NV 89117

Arvinder & Ish Brara         Promissory Note        $15,000
15844 Tanberry Drive
Chino Hills, CA 91709

Prakash Family Trust         Promissory Note        $15,000
Attn: Managing Member
14981 Pamlico Rd.
Apple Valley, CA 92307

Touraj & Parand Habishi      Promissory Note        $11,250
2664 Mirabella St.
Henderson, NV 89052

Da Mountain, LLC             Promissory Note        $11,250
Attn: Cathy Jones
8936 Spanish Ridge Ave.
Las Vegas, NV 89148

Rahul Thacker MD MHA         Promissory Note        $11,000
396 Cliff Drive
Laguna Beach, CA 92651-0901

Sarpbaul Bhalla              Promissory Note        $10,000
714 Via La Cuesta
Palos Verdes
Peninsula, CA 90274

Santoro Driggs Walch         Legal Fees              $9,731
Kearney et. al.
Attn: Managing Member
400 S. Fourth St., 3rd Floor
Las Vegas, NV 89101

Robert O. McMaster           Promissory Note         $9,375
10300 W. Charleston Blvd.
No.13-195
Las Vegas, NV 89135

Richard Bell                 Promissory Note         $7,500
2664 Vikings Coves Lane
Las Vegas, NV 89117

Rahul Thacker MD MHA         Promissory Note         $6,000
396 Cliff Drive
Laguna Beach, CA 92651-0901

BJ & Lena Raval              Promissory Note         $5,625
5230 E. Hoodridge Dr.
Scottsdale, AZ 85254

Pramond C. Patel             Promissory Note         $5,625
4542 E. Betty Elyse Lane
Phoenix, AZ 85032

Clark County Assessor                                $5,224
c/o Bankruptcy Clerk
500 S. Grand Central Pkwy
P.O. Box 551401
Las Vegas, NV 89155-1401

Kirit & Gita Rajyaguru       Promissory Note         $3,750
1431 E. Captain Dreyfus Ave.
Phoenix, AZ 85022

                     About Ravello Landing, LLC

Headquartered in Henderson, Nevada, Ravello Landing, LLC --
http://ravellolanding.com/-- owns a single asset real estate.
The Debtor filed for Chapter 11 protection on April 14, 2009
(Bankr. D. Nev. Case No. 09-15672).  Brigid M. Higgins, Esq.,
at Gordon & Silver, Ltd. represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$30,162,526 and total debts of $16,154,355.


RECKSON OPERATING: Moody's Affirms Senior Debt Ratings at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service affirmed the senior debt ratings of
Reckson Operating Partnership, L.P. at Ba2 and revised its outlook
to negative.  Reckson Operating Partnership is an indirect
subsidiary of SL Green Realty Corporation.

The negative outlook reflects the REIT's significant asset
concentration in midtown Manhattan, coupled with rapidly
deteriorating office market fundamentals and property values.
ROP's four largest properties are located in midtown Manhattan and
account for approximately 69% of its annualized rent, and one
property alone accounts for 26% of its annualized rent.  The
negative outlook also reflects SLG's geographic concentration in
midtown Manhattan, tenant and industry concentration.  SLG's top
five tenants account for 23% of its annualized base rent and the
financial services sectors represents 41% at YE08.  Moody's
expects ROP's and SLG's operating performance to experience
pressure over the next few years.

The rating affirmation reflects ROP's strong occupancy, manageable
lease expirations, low leverage (debt as percentage of gross
assets at 28% and net debt to EBITDA at 5.9X at YE08) as well as
its strong fixed charge coverage of 2.5x at YE08 (inclusive of
ground rent).  Although SL Green has provided a guarantee to ROP's
bond obligations, the rating also reflects the structural
subordination of ROP's unsecured bonds to the obligations of SL
Green's operating partnership where substantially all of its
assets are contained.

Moody's noted that SLG's financial metrics are weaker than ROP's.
At YE08, debt as a percentage of gross assets was 52%, net debt to
EBITDA was 7.4X, and secured debt as a percentage of gross assets
was 23%.  These ratios are much higher when factoring in SLG's
proportionate share of joint ventures. Fixed charge coverage was
2.1X at YE08 (inclusive of ground rent).

Moody's indicated that a return to stable outlook would be
predicated upon a stable financial profile (at least maintaining
credit metrics at current levels) during the economic downturn and
upon the New York office market fundamentals stabilizing.  Ratings
would most likely be downgraded should liquidity at SL Green
deteriorate or ROP's financial profile, namely leverage and
unencumbered asset base, deteriorate materially over the
intermediate term, reducing protection to the senior unsecured
bondholders.

These ratings were affirmed with a negative outlook:

* Reckson Operating Partnership, L.P. -- Senior unsecured debt at
  Ba2

Moody's last rating action with respect to Reckson Operating
Partnership, L.P. was on June 1, 2007, when Moody's downgraded the
ratings of ROP to Ba2 from Ba1.  The outlook was stable.

SL Green Realty Corporation is a real estate investment trust
primarily focused on owning and operating office buildings in
Manhattan.  As of December 31, 2008, the REIT owned interests in
63 properties totaling 30.9 million square feet in the New York
Metro area.  At December 31, 2008, the REIT had $11.0 billion in
book assets and $3.9 billion in book equity.


REMEDIATION FINANCIAL: Disclosure Statement Hearing on June 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued to June 25, 2009, at 11:00 a.m., the hearing on RFI
Realty, Inc. and its affiliated debtors' amended disclosure
statement.

The hearing was initially set for April 22, 2009.

The deadline for the Debtors to circulate a redline copy of their
amended disclosure statement is extended through June 9, 2009, and
the deadline for filing statements of remaining unresolved issues
with the Debtors' amended disclosure statement is extended to
June 19, 2009.

As reported in the Troubled Company Reporter on February 17, 2009,
the Bankruptcy Court continued to April 22 the hearing on the
approval of RFI Realty, Inc., Remediation Financial, Inc., Santa
Clarita, L.L.C., and Bermite Recovery, L.L.C.'s amended disclosure
statement.  The deadline for Debtors to circulate a redline copy
of their amended disclosure statement was extended through April
7, 2009; and the deadline for filing statements of remaining
unresolved issues with the Debtors' amended disclosure statement
was extended to April 17, 2009.

As reported in the TCR on Dec. 22, 2008, the Debtors told the
Court that there are certain open issues which continue to affect
the anticipated amendment of the Plan and Disclosure Statement.
On Aug. 12, 2008, the Court approved a release of all claims
related to the now-terminated July 6, 2006 Purchase and Sale
Agreement of nearly 1,000 acres of land in Santa Clarita,
California, between the Debtors and SunCal Santa Clarita, LLC.
The sale of the Debtors' property under the PSA was included in
Debtors' plan, and Debtors have been meeting with interested
parties to explore a new sale.

The Debtors filed their Disclosure Statement and Joint Plan on
Jan. 28, 2005.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is
a real estate developer.  Remediation Financial and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No.
04-17294).  The cases are jointly administered under RFI Realty
Inc.

Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver,
Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker
LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at
Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey, LLP, represent the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of more than $100 million and estimated debts of $10 million to
$50 million.


SILICON GRAPHICS: Nasdaq to Delist Common Stock Effective May 4
---------------------------------------------------------------
NASDAQ Stock Market LLC said in a filing with the Securities and
Exchange Commission that it will remove from listing and
registration the common stock of Silicon Graphics Inc.

Nasdaq will remove from listing the common stock of Silicon
Graphics effective at the opening of the trading session on May 4,
2009.  Based on a review of the information provided by the
Company, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to Marketplace Rule
5550(b)(1).

The Company was notified of the Staffs determination on March 3,
2009.  The Company requested a review of the Staffs determination
before the Listing Qualifications Hearings Panel, but withdrew its
request for a hearing on April 13, 2009, and trading in the
Companys securities was suspended on April 15, 2009.  The Staffs
Determination to delist the Company became final on April 15,
2009.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SILLK MILLS VENTURES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------

Debtor: Sillk Mills Ventures, LLC
        201 Union Lane
        Brielle, NJ 08730

Bankruptcy Case No.: 09-20233

Chapter 11 Petition Date: April 23, 2009

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

Debtor's Counsel: Jules L. Rossi, Esq.
                  Law Office of Jules L. Rossi
                  208 Main Street
                  Asbury Park, NJ 07712
                  (732) 774-5520
                  Fax: (732) 744-5870
                  Email: jlrbk423@aol.com

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

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

Total Assets: $3,951,141

Total Debts: $3,850,164

A full-text copy of the Debtor's petition, including a list of its
7 largest unsecured creditors and its schedules of assets and
liabilities, is available for free at:

             http://bankrupt.com/misc/njb09-20233.pdf

The petition was signed by Richard DePetro, managing member of the
Company.


SOWESTBRECK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------

Debtor:  SoWestBreck, LLC
         dba Carino's Italian
         10 Faraday
         Irvine, CA 92618

Bankruptcy Case No.: 09-13590

Debtor-affiliates filing subject to Chapter 11 petitions in 2008:

        Entity                                     Case No.
        ------                                     --------
StarRibs North LP                                 08-17182
StarRibs South LP                                 08-17183
PalmBreck LP                                      08-17195
Imperial Smokehouse Partners LP                   08-17188
WhitTown Partners LP                              08-17187
DesertBreck LP                                    08-17186
BlueOcean Partners LP                             08-17194
HillBreck LP                                      08-17190
GilBreck LP                                       08-17189
Dogwood Partners LP                               08-17192
OceanCountry LP                                   08-17193
NorBreck LLp                                      08-18409
SoBreck LLP                                       08-17346

Chapter 11 Petition Date: April 23, 2009

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

Judge: Theodor C. Albert

Debtor's Counsel: Garrick A. Hollander, Esq.
                  Winthrop Couchot
                  660 Newport Center Dr., Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4150
                  Fax: (949) 720-4111
                  Email: sconnor@winthropcouchot.com

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

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

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

            http://bankrupt.com/misc/cacb09-13590.pdf

The petition was signed by John D. Gantes.


SPS INC: Case Summary & 1 Largest Unsecured Creditor
----------------------------------------------------

Debtor: SPS, Inc
         PO Box 6301
         Christiansburg, VA 24068

Bankruptcy Case No.: 09-71012

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Michael Dean Hart, Esq.
                  Michael D. Hart, PC
                  P.O. Box 622
                  Roanoke, VA 24004
                  Tel: (540) 342-9736
                  Email: ecm_service@hart.roacoxmail.com

Total Assets: $4,125,300

Total Debts: $3,481,736

The Debtor disclosed that D.M. Woods Excavating is its largest
unsecured creditor, owed $192,000 for services rendered.

A full-text copy of the Debtor's petition, including its schedules
of assets and liabilities, is available for free at:

           http://bankrupt.com/misc/vawb09-71012.pdf

The petition was signed by Sam Simpkins, president of the Company.


SUNTRUST BANKS: Moody's Downgrades Preferred Stock Rating to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service downgraded the senior debt rating of
SunTrust Banks, Inc., to Baa1 from A1, the subordinated debt
rating to Baa2 from A2, and the preferred stock rating to Ba2 from
A3.  The holding company's short-term rating was downgraded to
Prime-2 from Prime-1.

The long-term ratings of SunTrust Bank, the lead bank subsidiary,
were also downgraded.  SunTrust Bank's financial strength rating
was lowered to C- from B, its long-term deposits and senior debt
were lowered to A2 from Aa3, and its subordinated debt rating was
lowered to A3 from A1.  However, the bank's Prime-1 short-term
rating was affirmed.  Following these rating actions, the outlook
on SunTrust and its subsidiaries is negative.

The actions had no impact on the FDIC-guaranteed debt issued by
SunTrust. That debt remains rated Aaa with a stable outlook.

The downgrade of SunTrust's ratings resulted from the significant
credit costs embedded within its loans, in particular its large
commercial and residential real estate portfolios.  These costs
have climbed materially over the past year and, in Moody's
assessment, will remain elevated in the near-term.

Although SunTrust's real estate portfolio is spread throughout its
footprint, it continues to have a notable concentration in
Florida, a particularly challenged market.  In Moody's view, as a
result of the anticipated additional credit costs, SunTrust is
likely to report further losses in 2009.  That will weaken its
capital position.

Therefore, the magnitude of the downgrade reflects the importance
that Moody's placed on SunTrust's capital adequacy.  In
particular, SunTrust's tangible common equity position, after
incorporating an increase in Moody's loss expectations related to
commercial and residential real estate, could decline
meaningfully.

However, SunTrust's earlier capital initiatives mitigated the
severity of Moody's rating action.  Specifically, in 2008,
SunTrust materially strengthened its capital position through the
sale of Coca-Cola stock and through hybrid security and TARP
preferred issuance.  At March 31, 2009, SunTrust's Tier 1 ratio
was 11% and its Moody's tangible common equity to risk-weighted
assets ratio was approximately 7%.  SunTrust's current capital
position, as well as the large reduction in its common dividend,
give it the ability to absorb significant losses.

Nonetheless, Moody's higher loss expectations led to a more
pronounced rating action than anticipated.  Specifically, in
placing SunTrust on review for possible downgrade on March 12,
2009, Moody's noted that it expected some of SunTrust's ratings to
be lowered by up to two notches.  In fact, the action lowered
SunTrust's preferred stock rating five notches, its BFSR four
notches, and its long-term senior and subordinated holding company
ratings three notches.  However, the bank's long-term ratings were
lowered two notches.

The different outcome for SunTrust's various classes of debt were
influenced by Moody's systemic support assumptions for SunTrust,
which have increased in the current environment.  In Moody's
judgment, SunTrust would benefit from a moderate to high level of
systemic support in a period of financial distress due to the
scale of its regional banking franchise in the U.S. Southeast
economy.  That resulted in a two notch lift above the BFSR for its
bank-level debt and deposit ratings and a one notch lift in its
holding company senior and subordinated debt ratings.

However, Moody's does not believe there will be any systemic
support for SunTrust's preferred instruments.  These securities
include SunTrust's Preferred Purchase Securities and its preferred
stock.  The PPS were issued by a holding company subsidiary that
has a forward purchase contract with SunTrust obligating it to
purchase non-cumulative perpetual preferred stock from SunTrust no
later than December 2011.  Since they were issued in October 2006,
Moody's has rated the PPS securities at the same level as
SunTrust's traditional non-cumulative perpetual preferred stock
because of the subsidiary's obligations under the forward purchase
contract.  The Ba2 rating on both SunTrust's PPS and its
traditional preferred stock incorporates Moody's view that
preferred stockholders may be at risk of a dividend suspension in
a stress scenario.

Moody's also notes that SunTrust is one of the banks currently
completing the U.S. government's stress test.  In the event that
the U.S. government required SunTrust to increase its capital,
Moody's believes it is possible that SunTrust may seek to convert
its preferred stock into common stock at terms that are
unfavorable relative to par.  In that scenario, which Moody's
considers to be relatively unlikely, the preferred stock rating
could be lowered further.

As part of its rating action on SunTrust, Moody's also corrected
and downgraded the rating on the $100 million non-cumulative
perpetual preferred stock issued by SunTrust Real Estate
Investment Corporation (Cusip 86788X203) to Baa3 from A1.  Since
2001, Moody's had rated this security on the basis of it being
subordinated debt of SunTrust Bank, as a result of an internal
misclassification.  Based on a review of the terms of this
instrument, holders of this security ultimately have a preferred
stock claim on SunTrust Bank.  Therefore the rating was corrected
from A1 to A2 and then further downgraded to Baa3, due to the
above rating action on SunTrust.  The Baa3 rating is two notches
higher than the Ba2 rating on preferred stock at the holding
company and is in line with the two notch differential between
other long-term ratings at the bank and the holding company.

Regarding the overall negative outlook, Moody's considered the
possibility that a more pronounced economic downturn than is
currently expected would have a direct impact on SunTrust's credit
quality, particularly its portfolios beyond real estate.  That
could further weaken its earnings and add to the downward pressure
on its capital base.

Despite the negative rating actions, Moody's noted several
positive attributes that support SunTrust's ratings even as it
navigates through a difficult near-term environment.  These
include its solid and growing core deposit base, its good
liquidity profile and an attractive franchise in a region that,
while currently stressed, offers significant long-term growth
prospects.

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

Downgrades:

Issuer: National Commerce Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A2

Issuer: SunTrust Bank

  -- Bank Financial Strength Rating, Downgraded to C- from B

  -- Issuer Rating, Downgraded to A2 from Aa3

  -- OSO Senior Unsecured OSO Rating, Downgraded to A2 from Aa3

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A3 to A2 from a range of A1 to Aa3

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A1

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to A2 from
     Aa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A2
     from Aa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from Aa3

Issuer: SunTrust Banks, Inc.

  -- Commercial Paper, Downgraded to P-2 from P-1

  -- Issuer Rating, Downgraded to Baa1 from A1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Baa1 from a range of (P)A3 to (P)A1

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa2 from
     A2

  -- Subordinate Shelf, Downgraded to (P)Baa2 from (P)A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A1

  -- Senior Unsecured Shelf, Downgraded to (P)Baa1 from (P)A1

Issuer: SunTrust Capital I

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A2

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital III

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital IX

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A2

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital VI

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital VIII

  -- Preferred Stock Preferred Stock, Downgraded to Baa2 from A2

  -- Preferred Stock Shelf, Downgraded to (P)Baa1 from (P)A1

Issuer: SunTrust Capital X

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital XI

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital XII

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital XIII

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital XIV

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Capital XV

  -- Preferred Stock Shelf, Downgraded to (P)Baa2 from (P)A2

Issuer: SunTrust Preferred Capital I

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from A3

Issuer: SunTrust Real Estate Investment Corporation

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A1

Outlook Actions:

Issuer: National Commerce Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Banks, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital IX

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital VI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital VIII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital X

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XIII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XIV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Capital XV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: SunTrust Real Estate Investment Corporation

  -- Outlook, Changed To Negative From Rating Under Review

SunTrust Banks, Inc., headquartered in Atlanta, Georgia, reported
assets of $179 billion at March 31, 2009.


TITLE TWO: Scotts Valley City Can't Foreclose on 17.6-Acre Parcel
-----------------------------------------------------------------
The Santa Cruz County has barred Scotts Valley City Council from
foreclosing on Title Two Investments Inc.'s 17.6-acre parcel until
the new fiscal year starts on July 1, according to the county's
rules, Peter Burke and Chuck Anderson at Press Banner reports,
citing City Attorney Kirsten Powell.

According to Press Banner, the land on La Madrona Drive is
proposed for a Scotts Valley Target store.  Due to unpaid taxes
and assessments, it faces city foreclosure, says the report.  The
report states that Scotts Valley was preparing to foreclose on the
site of the proposed Target superstore because Title Two owes more
than $310,000 in back taxes on the property.

Press Banner states that Title Two paid the $174,400 it owed for
delinquent property taxes dating back to April 2008.  Scotts
Valley, says Press Banner, must wait until the end of the fiscal
year to begin the foreclosure process, though the landowner still
owes more than $310,000 in back taxes.

Citing Mr. Powell, Press Banner relates that Title Two's property
tax check for $174,400 has cleared.  Press Banner says that before
the check cleared, the City Council passed a resolution stating
that if the check didn't clear, Mr. Powell was authorized to
pursue foreclosure.

Title Two Investments -- http://www.titletwoinvestments.com/-- is
a full service gunshop, offering firearms of all types including
tactical, and sporting rifles, shotguns, and handguns,
machineguns, silencers, and short barreled weapons, as well as
most gunsmithing services.


TITLEMAX HOLDINGS: Wants to Use Cash Securing Merrill Lynch Loan
----------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia for authority to use cash securing
repayment of the loan from Merrill Lynch Mortgage Capital Inc.
They also ask the Court to approve the form of adequate protection
provided to the secured lenders.

The Debtors cite these reasons for seeking to use their lenders'
cash collateral:

   -- The value of the Debtors' loan receivables, which are
      subject to the secured lenders' lien and security interests,
      exceeds the liabilities owed to the secured lenders;

   -- The Debtors' proposed adequate protection to the secured
      lenders puts them in a better position than they would be
      were the Debtors to comply strictly with their obligations
      under the prepetition credit agreement;

   -- The Debtors' projections show that the secured lenders'
      equity cushion will actually increase postpetition and that
      the Debtors will be able to make significant postpetition
      principal payments;

   -- The Debtors anticipate operating at a significant
      postpetition profit;

   -- The Debtors have significant unsecured creditors including
      subordinate debt holders and trade creditors whose interests
      would be wiped out if the Debtors are not permitted to use
      the cash collateral; and

   -- The Debtors employ approximately 1,800 people in eight
      States who would lose their jobs if the Debtors are forced
      to cease operation.

The Debtors have been unable to secure reasonable proposals to
refinance the prepetition credit agreement.

                         Prepetition Loans

On April 20, 2007, the Debtors entered into a loan and security
agreement with Merrill Lynch, as both agent and lender, and
Fortress Credit Funding I LP, Fortress Credit Funding III LP, and
Fortress Credit Opportunities I, LP.

The maximum amount of the loan facility under the prepetition
credit agreement is $255 million, of which $225 million comprises
the Tranche A maximum amount, and $30 million the Tranche B
maximum amount.  Tranche A advances bear interest at one-month
LIBOR plus a 2.50% margin.  Tranche B advances bear interest at
one-month LIBOR plus a 10% margin.

Pursuant to the prepetition credit agreement, the agent was
granted, for the benefit of the secured lenders, a continuing lien
on and security interest in substantially all of the Debtors'
assets.  The Tranche A and Tranche B advances are secured by the
same collateral.

As of TitleMax Holdings' petition date, the total outstanding
principal amount under the loan facility was approximately
$165 million, all of which consists of Tranche A advances and a
small amount of Tranche B advances.

The prepetition credit agreement has a scheduled maturity date of
April 20, 2009.

In a separate request, the Debtors have sought permission that all
available funds held in their blocked accounts and all funds that
are received into the blocked accounts on or after the petition
date be automatically transferred on a daily basis into the
Debtors' master finance account at SunTrust, rather than their
collection account.

The Debtors propose to grant (a) current cash payment of non-
default rate interest, fees and expenses; (b) superpriority
administrative claims; and (c) a continuing lien on postpetition
generated cash collateral.

The Debtors relate that the secured lenders are adequately
protected because of the existence of a substantial equity
cushion.  The secured lenders are owed approximately $165 million.

As of April 20, 2009, the principal face value of the prepetition
receivables was approximately $208 million.  Thus, the prepetition
receivables have a face value far in excess of the amount owed to
the secured lenders, approximately 126%.

Additionally, the Debtors propose to pay all postpetition interest
so that the total amount owed to the secured lenders will not
increase during the pendency of the bankruptcy and the equity
cushion will not be eroded.

                       Merrill Lynch Objects

Merrill Lynch, as agent to the lenders, objects to the Debtor's
motion to use cash collateral and grant adequate protection.

Merrill Lynch tells the Court that (i) the proposed adequate
protection is inadequate; (ii) notice of the motion was
insufficient; and (iii) the Debtors have proposed no limits on the
amount of cash collateral they seek authority to use.

                       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.  The Company was founded in 1998 and
has 1,800 employees.

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 Schedules Filing Extended Until June 4
---------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia to extend until June 4, 2009, their
time to file (a) schedules of assets and liabilities; (b)
statements of financial affairs; (c) schedules of current income
and expenditures; (d) statements of executory contracts and
unexpired leases; and (e) a list of equity security holders.

The Debtors relate that they would not be able to complete the
schedules and statements by the prescribed 15-day period.  Given
the size and complexity of the Debtors' cases, the preparation of
their schedules and statements would require even greater time and
effort to gather, review and format the required information.  The
Debtors have thousands of creditors and parties-in-interest and
operate their businesses from over 540 locations in over eight
different states.

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.  The Company was founded in 1998 and
has 1,800 employees.

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: Taps Phoenix Management as Financial Advisors
----------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia for authority to employ Phoenix
Management Services, Inc., as their financial advisors.

Phoenix Management will, among other things:

   i) assist the Debtors with preparing for and filing the
      bankruptcy, including assisting with developing financial
      and other information necessary for the filing petitions and
      first day motions;

  ii) assist the Debtors with postpetition bankruptcy reporting
      requirements, including assisting with preparing statements,
      schedules and monthly operating reports; and

iii) assist the Debtors with preparing budgets, addressing
      financing matters, monitoring their working capital position
      and cash budgeting.

Brian Gleason, a managing director of Phoenix Management, tells
the Court that the compensation arrangements for the firm are:

   a) a $225,00 retainer paid prior to the petition date; and

   b) consulting fees from $75 to $475 for professional services
      to be paid on an hourly basis plus out-of-pocket costs.

Mr. Gleason adds that the hourly rates of professionals working on
the Chapter 11 cases are:

     Managing Directors              $395 - $475
     Directors                       $325 - $375
     Vice Presidents                 $225 - $320
     Analysts/Associates             $165 - $220
     Support Staff                    $75 - $125

Mr. Gleason assures the Court that Phoenix Management is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

                    About Titlemax Holdings LLC

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.  The Company was founded in 1998 and
has 1,800 employees.

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: Proposes Stephens Inc. as Investment Banker
--------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia for permission to employ Stephens
Inc. as their investment bankers.

Stephens Inc. will:

   a) review and analyze the Debtors' business, operations and
      financial projections;

   b) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

   c) assist in the determination of a capital structure for the
      Debtors;

   d) assist in the determination of a range of values for the
      Debtors on a going concern basis;

   e) advise the Debtors on tactics and strategies for negotiating
      with the stakeholders;

   f) rendering financial advice to the Debtors and participating
      in meetings or negotiations with the stakeholders and/or
      rating agencies or other appropriate parties in connection
      with any restructuring;

   g) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

   h) advise and assist the Debtors in evaluating potential
      financing transactions by the Debtors, and, subject to
      Stephens' agreement so to act and, if requested by Stephens,
      to execution of appropriate agreements, on behalf of the
      Company, contact potential sources of capital as the Debtors
      may designate and assist the Debtors in implementing a
      financing;

   i) assist the Debtors in preparing appropriate documentation
      required in connection with the restructuring;

   j) assist the Debtors in identifying and evaluating candidates
      for a potential sale transaction, advise the Debtors in
      connection with negotiations and aiding in the consummation
      of a sale transaction;

   k) attend meetings of the Debtors' board of directors and its
      committees with respect to matters on which Stephen have
      been engaged to advise the Debtors;

   l) provide testimony, as necessary, in any proceeding before
      the Bankruptcy Court; and

   m) provide the Debtors with other financial restructuring
      advice.

Bruce Miller, managing director of Stephens Inc., discloses his
firm's compensation:

   a) If Stephens is requested to perform valuation analyses
      beyond the Debtors' cash collateral hearing in their
      Chapter 11 case, the Debtors will pay Stephens a monthly fee
      of $35,000, beginning on the day the Debtors notify Stephens
      that they desire Stephens to perform additional valuation
      analyses and every 30 days thereafter for a minimum of 6
      months.

   b) In the event that the Debtors consummate a financing
      transaction during Stephens engagement, during the
      Bankruptcy Case, or within 15 months after the termination
      of the engagement with lenders or investors other than the
      Creditors, the Debtors will pay Stephens these fees based on
      the gross capital committed in a financial restructuring:
      (i) 1.50% for senior debt; (ii) 3.50% for subordinated debt;
      and (iii) 6.0% for equity or preferred stock; any
      refinancing, raising, or issuance of any form of new equity
      or debt financing by the Company, exclusive of capital
      provided by the Creditors, will constitute a financing
      transaction, regardless of whether or not the transaction is
      effectuated in-court, out-of-court, through the confirmation
      of a plan of reorganization or otherwise under the United
      States Bankruptcy Code, or whether the requisite consents to
      the transactions are obtained in-court or out-of-court.

   c) If, as part of a financial restructuring, the Debtors pursue
      a sale transaction, then Stephens will receive a fee upon
      the closing of a sale transaction if the sale transaction is
      closed during Stephens' engagement, the Bankruptcy Case or
      if the Debtors enter into an agreement, providing for a sale
      transaction during Stephens' engagement or during the
      15 month period after termination of the engagement, which
      is subsequently consummated.  The fee for each sale
      transaction will be 1.75% of the transaction value.

Mr. Miller adds that prior to petition date, the Debtors paid
Stephens a $175,000 retainer.  Mr. Miller assures the Court that
Stephens is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Titlemax Holdings LLC

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.  The Company was founded in 1998 and
has 1,800 employees.

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: Taps Epiq Bankruptcy as Noticing & Claims Agent
------------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia for permission to employ Epiq
Bankruptcy Solutions, LLC, as noticing, claims, and balloting
agent.

Epiq will, among other things:

   i) serve as the Bankruptcy Court's noticing agent to mail
      certain notices to the estates' creditors and parties in
      interest;

  ii) provide computerized claims, claims objections, and
      balloting database services; and

iii) provide expertise, consultation, and assistance in claim and
      ballot processing and other administrative information
      related to the Debtors' bankruptcy cases.

Daniel C. McElhinney, an executive director of Epiq, tells the
Court that the firm received a $50,000 retainer for all services
and costs incurred.

Mr. McElhinney assures the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      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.  The Company was founded in 1998 and
has 1,800 employees.

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.


TRIAD RESOURCES: Hires Barrier Advisors to Manage Bankruptcy Sales
------------------------------------------------------------------
Triad Resources Inc. has retained Barrier Advisors, a Dallas-based
financial advisory and restructuring firm, to manage the Section
363 sales of assets in connection with the Company's Chapter 11
bankruptcy proceedings.

Triad Resources has developed oil and gas properties in the
Appalachian Basin for more than 22 years, and is a pioneer in the
Marcellus Shale play.

Triad Resources has developed and owns an estimated 37.4 Bcfe of
proven oil and natural gas reserves in the Appalachian Basin as
well as the Permian Basin in West Texas and New Mexico.  In
addition, the Company owns an Appalachian pipeline, 150 miles of
associated rights of way, numerous drilling rigs and miscellaneous
service equipment.

"Triad Resources has a varied and appealing collection of assets
that goes well beyond just production and reserves.  The Company's
operating staff, for example, has over 85 years of combined
oilfield expertise in the Appalachian Basin," said Jeff Jones,
Managing Director of Barrier Advisors.  "Barrier's deep expertise
in restructurings and bankruptcies, combined with our experience
in the oil and gas industry is why Triad selected Barrier Advisors
to assist them.  We are delighted to be part of Triad's advisory
team."

                     About Barrier Advisors

Barrier Advisors -- http://www.barrieradvisors.com-- provides
special situations investment banking services, corporate
restructuring services, distressed M&A and distressed company wind
downs for middle-market companies and their stakeholders.

                      About Triad Resources

Reno, Ohio-based Triad Resources, Inc., filed for Chapter 11
bankruptcy protection on December 31, 2008 (Bankr. S.D. Ohio Case
No. 08-62733).  Christopher B. Wick, Esq., Daniel A. DeMarco,
Esq., and Rocco I. Debitetto, Esq., who have offices in Cleveland,
Ohio, represent the Company in its restructuring efforts.  The
Company listed $1,000,001 to $10,000,000 in assets and $1,000,001
to $10,000,000 in debts.


TRIBUNE CO: Court Extends Plan Filing Deadline to August 4
----------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware extends through August 4, 2009, the deadline
for Tribune Company and its debtor affiliates to file their plan
of reorganization.  Judge Carey also extends until October 5,
2009, the deadline for the Debtors to solicit acceptances of the
Plan.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date of a Chapter 11 case
during which a debtor has the exclusive right to file a plan of
reorganization.  Section 1121(c)(3) provides that if the debtor
files a plan within the Exclusive Filing Period, it has an initial
period of 180 days after the Petition Date to obtain acceptance of
that Plan.

James F. Conlan, Esq., at Sidley Austin, LLP, in Chicago,
Illinois, argued that if the Court were to deny the Debtors'
extension request, any party-in-interest would be free to propose
a plan of reorganization for each of the 111 Debtors, which would
potentially foster a chaotic environment at the very time the
Debtors are focusing their efforts on the successful
reorganization of their businesses.  By prematurely terminating
the Debtors' Exclusive Periods, they would be denied a fair
opportunity to formulate and negotiate a confirmable plan of
reorganization, Mr. Conlan said.

"With 111 Debtors operating in national media and publishing
marketplace, there should be no question that the Debtors' cases
qualify as 'large and complex' by any measure," Mr. Conlan said.

Mr. Conland had told the Court that the Debtors have focused
substantial time and effort to stabilize operations in a very
difficult and uncertain economic environment while also ensuring a
smooth transition as possible.  He said the Debtors also devoted
substantial resources toward compiling and completing schedules of
assets and liabilities and statements of financial affairs.  He
noted that the Debtors continue to address with the United States
Trustee and other parties-in-interest the terms of an acceptable
cash management order applicable to the 129 Debtor and non-Debtor
entities and to finalize protocols for investment guidelines under
Section 345 and for non-Debtor reporting requirements under Rule
2015.3 of the Federal Rules of Bankruptcy Procedure.  With
approximately 14,600 full-time equivalent employees as of the
Petition Date, the Debtors have focused significant attention to
employee related issues and have obtained the entry of no fewer
than six orders continuing or implementing employee benefit
programs, Mr. Conlan said.

Mr. Conlan also noted that the Debtors have continued to pursue a
potential transaction involving the Chicago National League Ball
Club, also known as the Chicago Cubs, and related facilities that,
if successfully concluded, will allow the Debtors to monetize a
portion of these valuable assets.  The ongoing efforts to bring
the transaction to closure require the expenditure of significant
time by Tribune management.

Mr. Conlan said the Debtors have undertaken the extensive
operational and financial analyses necessary to the formulation of
a "go forward" business plan, which will provide foundation for
plan-related negotiations with the Debtors' major creditor
constituencies anticipated to occur during the extended
exclusivity period.

Mr. Conlan said the Debtors had $753,000,000 in cash on deposit as
of February 1, 2009, thus having sufficient liquidity to pay their
undisputed postpetition obligations as they come due.

Prior to the Court's order, Kate J. Stickles, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware,
submitted with the Court a certificate of no objection as to the
Debtors' First Exclusive Periods Extension Motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Seeks to Make $13+ Million in 2008 Incentive Payments
-----------------------------------------------------------------
Tribune Company and its affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to make performance-
based incentive payments for 2008 totaling $12,243,000 to 670
participants employed by the Debtors for that year.

The Debtors also seek the Court's authority to pay an aggregate of
$1,100,000 in Remaining Local Payments, comprised of cash
incentive bonuses and certain other owed amounts for 2008 under
various local business unit programs and individual agreements to
23 individuals who may technically constitute local business unit
"insiders" but who do not participate in the Debtors' Management
Incentive Program.

Tribune has made incentive payments as a central component of
their employee compensation for many years.  The current
Management Incentive Program was implemented in 1997 as part of
the Tribune Company Incentive Compensation Plan.  The Incentive
Plan authorizes the Debtors to make incentive awards to eligible
participants consisting of cash MIP awards and various equity-
based grants.

Historically, most management employees across Tribune's
operations with cash incentive award targets of at least 15% of
their base salary have participated in the MIP.  There were a
total of 1,039 participants in the MIP for 2004, 1,040 for 2005,
1,010 for 2006, 953 for 2007 and 720 for 2008.

The Court previously authorized the Debtors to pay prepetition
amounts under the non-insider incentive programs.  The Debtors
have identified 22 participants in the local bonus programs who
are not senior management team members, but who may meet the
statutory definition of an "insider" and therefore were not
included in the local bonus order.  Thus, the Debtors seek the
Court's authority to pay "local bonuses" for 2008 to these
remaining employees.  In total, the Debtors seek to pay an
aggregate of $910,000 to these remaining employees, with
individual bonuses ranging from $750 to $90,625.

The Debtors also owe a total of just under $159,000 in Remaining
Local Payments to three individuals, including two of those for
whom local bonuses are sought, under various prepetition
agreements for a cash advance, a cost of living adjustment and a
relocation/housing allowance.  The Debtors seek to honor these
prepetition obligations to ensure that the subject employees
maintain their focus on their core responsibilities in the future.

Bryan Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois,
asserts that the proposed MIP awards are in line with, or below,
historical parameters and are reasonable in their own right.  Mr.
Krakauer points out that:

   * the aggregate number of participants is lower than in prior
     years in part due to headcount reductions;

   * the total dollars paid under the MIP have declined from
     $37.5 million in 2006 to $24.5 million in 2007 to $13.375
     million proposed in 2008;

   * MIP awards as a percentage of base pay have declined from
     24% in 2006 to 17% in 2007 to 14% in 2008;

   * THE median 2008 MIP award sought for the participants at
     issue is approximately $9,500;

   * the average proposed MIP award per Debtor participant,
     approximately $18,273 for 2008, is materially less than in
     recent prior years -- $37,170 in 2006 and $25,370 in 2007;

   * 84% of all participants would receive awards of less than
     $30,000, and over 70% of those participants would receive
     awards of less than $20,000; and

   * significantly, the proposed MIP awards are the only
     incentive awards of value received by the MIP participants
     for 2008.

According to Mr. Krakauer, based on Mercer (U.S.) Inc.'s
independent review and analysis, the Debtors' the proposed MIP
payments are reasonable relative to peer market levels, are a
common form of core compensation in the Debtors' industry and in
Chapter 11 proceedings, and are critical to avoid under-
compensation.  Mercer concluded in its report that:

   (a) without the 2008 MIP awards, the total direct compensation
       of the 2008 MIP participants would fall 53% below the
       market median;

   (b) the requested 2008 MIP awards would help close this gap
       somewhat, but the participants would still approximately
       41% below the market median even with the awards;

   (c) payment of the 2008 MIP awards is consistent with industry
       practice and is prevalent practice; and

   (d) the Debtors' proposed payout as a percent of target is
       well within the spectrum of 2008 awards disclosed by the
       Company's peers, which ranged from approximately 20% of
       target opportunity to over 100% of target.

The Debtors separately ask permission from the Court to file under
seal Mercer's report regarding the 2008 Management Incentive
Program.  The Debtors aver that if the Report is not filed under
seal, Mercer would divulge confidential and sensitive information
relating to the compensation of several officers and other
management-level employees of the Debtors.  According to the
Debtors, public dissemination of the confidential compensation
information would provide their competitors with a substantial and
unfair competitive advantage, including in the recruiting and
hiring of key management employees away from them, to the severe
detriment of themselves and their estate.

"These payments are vitally necessary to reward the participants
for their extraordinary contributions during an exceptionally
difficult year, including implementation of strategic initiatives
in 2008 that are expected to generate approximately $425 million
in incremental annualized cash flow and consummation of
transactions generating over $1 billion in proceeds," Mr.
Krakauer maintains.

According to the Debtors, the Official Committee of Unsecured
Creditors supports the 2008 MIP payments.  The Committee, however,
has not taken a position on payment of the Remaining Local
Payments, pending its review of further diligence, the Debtors
note.

                     Tribune Seeks to Pay Severance

In a separate request, the Debtors seek the Court's authority to
pay the remaining balance of all severance payments to employees
terminated prior to the implementation of their Postpetition
Severance Policy and to refund the Spousal Surcharge Fees to
Terminated Union Employees pursuant to the Arbitrator Decision.

The total expense for these benefits to Terminated Employees is
approximately $2,601,500, with Severance Payments costing
$2,600,000 and the refunds for the Spousal Surcharge Fees
estimated to be $1,500.

Prior to the Petition Date and in the ordinary course of business,
the Debtors customarily provided employees that were terminated
without cause with severance payments equal to their base wages
for specified periods of time that correlated with the number of
years of employment.  Terminated Employees typically received
Severance Payments either through single, lump-sum Severance
Payment or salary continuation in the form of regular biweekly
paychecks for the duration of the Severance Period.  For those
Terminated Employees receiving Salary Continuation Severance, any
remaining payments were suspended as of the Petition Date.

On February 4, 2009, the Court authorized the establishment of a
postpetition severance policy.  These severance benefits, however,
only extend to employees terminated after the effective date of
the Postpetition Severance Policy and do not affect the Severance
Payments available to employees terminated prior to February 4,
2009.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that 66 employees who were
terminated prepetition have not received any payment for the
remaining of their Severance Payments since the Petition Date.  Of
the Terminated Employees, six employees were scheduled to receive
Lump-Sum Severance, but since payment was not processed prior to
the Petition Date, the six employees have not received any portion
of their Severance Payments.

Moreover, the Debtors are currently aware of an additional two
employees who were terminated after the Petition Date but prior to
the implementation of the Postpetition Severance Policy, who have
not received any Severance Payments.  Additional two employees
were terminated prior to the Postpetition Severance Policy, who
worked primarily outside the United States, have not received
Severance Payments.

The Debtors are also subject to a number of collective bargaining
agreements with various labor unions.  For certain employees, the
Debtors had imposed a $75 monthly fee on spousal health benefits
where the spouses had access to coverage from their own employers.
Certain union employees alleged that these monthly fees violated
the terms of their collective bargaining agreements and the
dispute was submitted for arbitration.  In February 2009, an
arbitrator issued a decision holding that the Spousal Surcharge
Fees did violate the applicable collective bargaining agreement
and ordered that all Spousal Surcharge Fees be discontinued and
any fees already paid be refunded.  Refunds may be made for all
active union employees, but there are three union employees who
were terminated prepetition and whose Spousal Surcharge Fee
refunds have not been made.  Thus, the Debtors seek the Court's
authority to provide the Terminated Union Employees with refunds
for Spousal Surcharge Fees charged for their prepetition.

                Tribune to Pay $213,407 in Benefits

Meanwhile, Judge Kevin Carey authorized the Debtors to pay
$213,407 in medical benefits to 133 former employees through the
end of their respective severance periods.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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



TRIBUNE CO: Withdraws Bid to Sell Westline Property
---------------------------------------------------
Tribune Company withdrew, without prejudice, its request to
sell a parcel of real property commonly known as 11830 Westline
Industrial Drive, in Maryland Heights, Missouri.

As reported by the Troubled Company Reporter on April 1, 2009,
Tribune and its affiliates sought authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
direct lease with its current sub-lessee, Mosby, Inc., for a
parcel of real property commonly known as 11830 Westline
Industrial Drive, in Maryland Heights, Missouri, and as part of
that transaction, sell the Westline Property to Summit Westline
Investors, LLC, on the terms and conditions set forth in the
Purchase and Sale Agreement dated as of March 11, 2009.

The Westline Property is an office complex with three one-story
buildings and one two-story building on a parcel of real estate
covering approximately 10.29 acres.  The Westline Property was
leased by The Times Mirror Company from its affiliate, TMCT, LLC,
and then subleased to a third-party tenant.  The current tenant,
Mosby, Inc., has subleased the Westline Property since 1997
pursuant to a sublease agreement that expires in August 2009.

In June 2000, Tribune completed the acquisition of the Times
Mirror Company and its seven daily newspapers, including the Los
Angeles Times, the Baltimore Sun, and the Hartford Courant.  As
part of the transaction, Tribune obtained a purchase option on a
portfolio of eight properties that were owned by TMCT, including
the Westline Property, the headquarters for the Los Angeles Times,
and the headquarters and printing facilities for the Baltimore Sun
and the Hartford Courant.  Neither Tribune nor any of the other
Debtors have conducted any of their own business operations on the
Westline Property, nor do any of the Debtors anticipate having any
need to use the Westline Property directly in the future.

In light of this, Tribune began marketing the Westline Property
in February 2008 in anticipation of a sale as soon as practicable
after exercising its purchase option.  Tribune and Summit
Westline Investors, LLC, have negotiated and executed a sale
agreement for the sale of the Westline Property.

The Sale Agreement provides that Summit Westline will purchase the
Westline Property for $7,000,000 paid in full in cash at the
closing, subject to prorations and adjustments.  The Sale
Agreement contemplates that closing will occur on or before 15
days after:

  (i) the expiration of the Purchaser's study period; or

(ii) the Purchaser's written waiver of its rights to terminate
      the Sale Agreement.

In accordance with the Sale Agreement, the Purchaser has
deposited the sum of $250,000 in earnest money into an escrow
account to be applied to the purchase price on the Closing Date,
the Debtors tell the Court.

The Debtors had intended to sell the Westline Property to the
Purchaser subject to the Direct Lease with Mosby and free and
clear of all other existing liens, claims and encumbrances.  Upon
closing, existing liens, claims and encumbrances will attach to
the net proceeds of the sale in order of their priority, with the
same validity, force or effect which they now have against the
Westline Property.

A full-text copy of the Summit Sale Agreement is available for
free at http://bankrupt.com/misc/Tribune_SaleAgreement.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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



TRIBUNE CO: Chicago Tribune Terminates 53 Newsroom Employees
------------------------------------------------------------
The Chicago Tribune cuts 53 editorial employees, or about 11% of
its newsroom staff, to minimize costs and focus its efforts on
local news, the Associated Press reported on April 22, 2009.  The
latest cut will leave Chicago Tribune with a staff of 430, the
report said.

"This process comes with pain: 53 of our friends and colleagues
will be leaving the Chicago Tribune as a consequence of changing
priorities," say Tribune Editor Gerould Kern in an employee memo
obtained by Reuters.  "Today we begin a reorganization of the
Chicago Tribune newsroom that will focus us more clearly on our
core mission and prepare us for the economic recovery when it
comes," Mr. Kern further stated in the memo.

According to the Associated Press report, Chicago Tribune plans to
expand its local news operation and establish a new "watchdog
unit" to increase consumer and investigative coverage.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Alvarez & Marsal Bills $2.8MM for 3-Months' Work
------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, eight
bankruptcy professionals retained in Tribune Co.'s bankruptcy
cases filed with the U.S. Bankruptcy Court for the District of
Delaware interim fee applications:

A. Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Alvarez & Marsal North   12/08/08 to
America, LLC             02/28/09       $2,812,156     $26,044

Cole, Schotz, Meisel,    12/08/08 to
Forman & Leonard, P.A.   02/28/09          318,780      25,502

Paul, Hastings, Janofsky 12/01/08 to
& Walker LLP             02/28/09          345,887         194

Cole Schotz is the Debtors' co-counsel.  Alvarez & Marsal serves
as the Debtors' restructuring advisor.  Paul Hastings is the
general estate counsel to the Debtors.

B. Official Committee of Unsecured Creditors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Moelis & Company LLC     01/06/09 to
                          01/31/09         $134,193      10,672

Moelis & Company LLC     02/01/09 to
                          02/28/09          160,000       9,149

Moelis & Company LLC     01/06/09 to       367,741      19,821
                          02/28/09

Moelis & Company is the Committee's investment banker.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, counsel to the Committee, told the Court that no
objection to the second monthly applications of Chadbourne & Parke
LLP, as Committee's co-counsel; the Committee Members; Landis Rath
& Cobb LLP, co-counsel to the Committee; and AlixPartners, LLP,
financial advisor to the Committee, were received.

Accordingly, Mr. Landis relates, the Debtors are now authorized to
pay 80% of the requested fees and 100% of expenses:

Professional             Period       80% Fees   100% Expenses
------------             ------       --------   -------------
Chadbourne &  Parke LLP  02/01/09 to
                          02/28/09     $514,187     $42,979

Committee Members        02/01/09 to
                          02/28/09            -       3,728

Landis Rath & Cobb LLP   02/01/09 to
                          02/28/09      30,980        4,053

AlixPartners, LLP        02/01/09 to
                          02/28/09     329,534       12,482

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, submitted with the Court a
certificate of no objection as to the first monthly application of
Sidley Austin LLP for services rendered and reimbursement of
expenses for the period from December 8, 2008, through January 31,
2009.  In accordance with the Interim Compensation and
Reimbursement Order, Sidley Austin may be paid by the Debtors
$2,126,920 representing 80% of the fees and $112,368 representing
100% of expenses.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


US EXPRESS: S&P Changes Outlook to Negative; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.S.
Xpress Enterprises Inc. to negative from stable.  At the same
time, S&P affirmed its ratings on the company, including the 'B+'
long-term corporate credit rating.

"The outlook revision reflects heightened concerns over the
company's covenant headroom and liquidity position over the next
year, given continuing weakness in the U.S. economy and its highly
leveraged capital structure and minimal debt amortization," said
Standard & Poor's credit analyst Anita Ogbara.

The ratings on Chattanooga, Tennessee-based U.S. Xpress
Enterprises Inc. reflect the intensely competitive, highly
fragmented, cyclical truckload market in which it operates and the
company's highly leveraged capital structure.  This is partially
offset by the company's meaningful business position as a major TL
carrier with good customer, end-market, and geographic diversity.

Like other trucking companies, U.S. Xpress is subject to cost
pressures, specifically rising fuel costs.  While its fuel costs
are significant, U.S. Xpress, like most other large trucking
companies, has been able to substantially mitigate the impact of
increased prices through surcharges; however, there is a modest
timing lag in the fuel surcharge.  Given the decline in fuel
prices, S&P expects the company's financial performance to benefit
from lower fuel expense during the first half of 2009.  However,
in light of declining tonnage volumes, S&P expects base pricing
(excluding fuel surcharge revenues) to be relatively flat over the
near term.  Still, with operating margins (before depreciation and
amortization) of about 12%, profitability is consistent with that
of leading industry peers.  Conditions in the trucking sector have
deteriorated over the past several quarters and will likely remain
under pressure given weak consumer sentiment and industrial
production.  Weak tonnage volumes, industry overcapacity, and on-
going pricing pressure have taken a toll on the trucking industry
and continue to cloud the outlook over the near and intermediate
term.

As of Dec. 31, 2008, leverage has decreased modestly from initial
pro forma total debt to EBITDA of about 6.0x.  (Privately held US
Xpress does not release financials publicly.)  Funds from
operations to total debt remains within Standard & Poor's Ratings
Services' expectations at approximately 20%.  Given the relatively
young age of the fleet, S&P expects capital spending to be
disciplined for the duration of 2009.  S&P expects the company's
total debt to EBITDA to be in the 5x area, with FFO to total debt
around 20%.  S&P does not anticipate any debt-financed
acquisitions at the current rating.

Given anticipated weak demand for freight services, S&P expects
the company to be disciplined with capital spending and focus on
cost reductions to maintain operating performance and
profitability.  In the near term, the company's heavy debt load
and weak industry fundamentals limit the likelihood of an outlook
change to stable.  If a greater-than-expected earnings decline
results in further reduced cushion under its covenants or if the
company's liquidity position becomes constrained, S&P could lower
the ratings.


VELOCITY PORTFOLIO: In Talks with Lender on Covenant Violations
---------------------------------------------------------------
Velocity Portfolio Group, Inc., last week filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2008, with the
U.S. Securities and Exchange Commission.

In compliance with Section 610(b) of the NYSE Alternext Company
Guide, Velocity Portfolio Group disclosed that the Form 10-K
contains a qualified "going concern" qualification from its
independent registered public accounting firm, Weiser LLP.
Section 610(b) of the NYSE Alternext Company Guide requires
separate disclosure of a recent audit opinion that contains a
"going concern" qualification.

As of December 31, 2008, the company did not satisfy the required
minimum stockholder's equity covenant under its credit facility
with Wells Fargo Foothill.  In addition, the company and its
wholly owned subsidiary, Velocity Investments LLC, did not satisfy
the minimum net income covenant for the 4th quarter.  The company
has requested a waiver from Wells Fargo Foothill of the December
31, 2008 covenants and is working with the lender to amend the
credit facility to restructure these covenants.  The company has
been engaged in discussions with Wells Fargo Foothill and believes
that it should be able to finalize the negotiations and completion
of a waiver and amendment to the credit facility in May 2009.

Jack Kleinert, President and CEO of the company, stated, "Our
failure to satisfy these covenants as of December 31, 2008 was
caused by an impairment charge taken as a result of a revision of
our expected estimated cash collection forecast methodology by
extending the collection forecast useful life of our pools from 60
months to 84 months and adjusting the timing of expected future
collections as a result of the current economic crisis."

He added, "Wells Fargo has indicated that they will waive the
technical covenant violations. We are working with them to modify
the covenants to reflect the revised forecast methodology, but we
were not able to complete these modifications prior to the filing
of our annual report."

The company reported a net loss for the year ended December 31,
2008 of approximately $2.9 million.  The net loss was primarily
attributable to an impairment expense of approximately $8.36
million on its consumer receivable portfolios.  This impairment
was the result of a combination of an extension of the collection
curve from 60 to 84 months and an expected shortfall in
collections in certain pool groups against management's original
forecast as a result of the current economic crisis.

For the 12 month period ended December 31, 2008, the company
posted gross collections of approximately $17.7 million, compared
to gross collections of $18.0 million in the 12 month period ended
December 31, 2007, representing a 1.3% decrease.

As of December 31, 2008, the Company had $45.1 million in total
assets and $$24.1 million in total liabilities.

A full-text copy of the 2008 Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3be5

                  About Velocity Portfolio Group

Wall, New Jersey-based Velocity Portfolio Group, Inc., formerly
Velocity Asset Management, Inc. -- http://www.velocitycollect.com/
-- is a portfolio management company that purchases unsecured
consumer receivables in the secondary market and seeks to collect
those receivables through an outsourced legal collection network.
Its primary business is to acquire credit-card receivable
portfolios at significant discounts to the total amounts owed by
the debtors.  It uses its proprietary valuation process to
calculate the purchase price so that its estimated cash flow from
the portfolios offers it an adequate return on investment after
servicing.


W.R. GRACE: Posts $38.9 Million First Quarter 2009 Net Loss
-----------------------------------------------------------
W.R. Grace & Co. has released its financial results for the first
quarter ended March 31, 2009.

Net loss for the first quarter was $38.9 million, or $0.54 per
diluted share, compared with net income of $17.7 million, or $0.24
per diluted share, in the prior year quarter.  The 2009 and 2008
results were negatively affected by Chapter 11 expenses,
litigation and other matters not related to core operations.
Excluding Chapter 11 expenses, the loss on noncore activities, and
their tax effects, net loss would have been $8.7 million for the
first quarter of 2009 compared with net income of $35.2 million
calculated on the same basis for the prior year quarter.

Pre-tax loss from core operations was $3.4 million in the first
quarter compared with income of $68.2 million in the prior year
quarter.  Grace expected a pre-tax loss from core operations this
quarter due to the unfavorable effects of lower sales volumes,
higher costs of goods sold, and the restructuring charge.  Cost of
goods sold in the first quarter of 2009 reflects the high raw
materials and energy costs incurred in the fourth quarter of 2008.
Raw materials and energy costs in the first quarter of 2009 were
below their fourth quarter 2008 peak, though such costs remained
above their first quarter 2008 levels.

W.R. Grace recorded a pre-tax charge of $19.1 million in the first
quarter related to cost reduction and restructuring actions in our
manufacturing operations and administrative functions.  These
actions are expected to improve earnings and cash flow beginning
in the second quarter and are targeted to save approximately
$22 million in operating costs in the current year.  W.R. Grace
expects these actions, together with cost reduction and
restructuring actions completed in 2008, to produce over
$40 million of annualized cost savings by 2010.  W.R. Grace
remains cautious in its outlook for customer demand in 2009, and
is continuing its focus on reducing operating costs and working
capital requirements.

Operating free cash flow was positive $76.2 million in the first
quarter compared with negative $14.5 million in the prior year
quarter.  The increase was attributable primarily to reduced
working capital and capital expenditures, partially offset by
lower pre-tax income from core operations.

Sales for the first quarter were $682.1 million compared with
$759.2 million in the prior year quarter, a 10.2% decrease (4.0%
before the effects of currency translation).  The sales decrease
was attributable primarily to lower volumes and unfavorable
currency translation, partially offset by higher selling prices in
both operating segments.  Sales were down 5.3% in North America
and 23.8% in Europe, and up 11.1% in Latin America and 8.0% in
Asia Pacific.

"Our results this quarter were in line with our expectations,"
said Fred Festa, W.R. Grace's Chairman, President and Chief
Executive Officer.  "We planned for a tough operating environment
this quarter and implemented the actions needed to better position
our business for the future.  We improved our operational
effectiveness, reduced our workforce, and decreased our working
capital by almost $90 million.  I'm pleased with the progress we
have made."

                           Grace Davison

First quarter sales for the Grace Davison operating segment, which
includes specialty catalysts and materials used in a wide range of
industrial applications, were $477.8 million, down 3.9% from the
prior year quarter.

Refining Technologies

Sales of catalysts and chemical additives used by petroleum
refineries were $276.7 million in the first quarter, up 16.8% from
the prior year quarter.  First quarter sales in this product group
were favorably affected by price increases in FCC catalysts and by
increased sales volumes of hydroprocessing catalysts (due to
uneven order patterns when compared to the prior year first
quarter).  Sales were unfavorably affected by foreign currency
translation, and a decrease in the cost of molybdenum passed
through to hydroprocessing customers.  Molybdenum prices were
significantly lower in the first quarter of 2009 than in the prior
year quarter.

Materials Technologies

Sales of engineered materials, coatings and sealants used in
numerous industrial, consumer and packaging applications were
$134.0 million in the first quarter, down 21.3% from the prior
year quarter.  First quarter sales in the product group were
unfavorably affected by significantly lower customer demand and by
foreign currency translation, partially offset by higher selling
prices.

Specialty Technologies

Sales of highly specialized catalysts and materials used in unique
or proprietary applications and markets were $67.1 million in the
first quarter, down 25.4% from the prior year quarter.  First
quarter sales in the product group were unfavorably affected by
significantly lower customer demand and by foreign currency
translation, partially offset by higher selling prices.
Pre-tax operating income of Grace Davison for the first quarter
was $40.0 million (excluding restructuring costs) compared with
$74.3 million in the prior year quarter, a 46.2% decrease.  The
unfavorable effects of selling higher-cost inventories produced in
the fourth quarter of 2008 and lower sales volume more than offset
the favorable effects of price increases and lower operating
expenses.  Operating margin was 8.4% compared with 14.9% in the
prior year quarter.

                   Grace Construction Products

First quarter sales for the Grace Construction Products operating
segment, which includes specialty chemicals and building materials
used in commercial, infrastructure and residential construction,
were $204.3 million, down 22.1% from the prior year quarter.
Sales in the first quarter were unfavorably affected by the global
construction slowdown, particularly in Europe and North America,
and by foreign currency translation, partly offset by higher
selling prices in all major geographic regions and product lines.

Americas

Sales of products to customers in North, Central, and South
America were $111.8 million in the first quarter, down 15.6% from
the prior year quarter.  Lower sales volumes of specialty
construction chemicals and specialty building materials were
partly offset by the favorable impact of 2008 pricing actions
across all product lines in the region.  First quarter sales were
down 17.5% in North America and up 2.6% in Latin America, when
compared with the prior year quarter.

Europe

Sales of products to customers in Eastern and Western Europe, the
Middle East, Africa, and India were $62.9 million in the first
quarter, down 35.6% from the prior year quarter.  Revenues were
unfavorably affected by significantly lower sales volumes across
the region and by foreign currency translation.

Asia

Sales of products to customers in Asia (excluding India),
Australia, and New Zealand were $29.6 million in the first
quarter, down 7.5% from the prior year quarter.  Increased sales
volumes were more than offset by the unfavorable effect of foreign
currency translation.

Pre-tax operating income of Grace Construction Products for the
first quarter was $12.3 million (excluding restructuring costs)
compared with $26.3 million for the prior year quarter, a 53.2%
decrease.  The unfavorable effects of lower volumes, higher raw
material costs, and foreign currency translation more than offset
the favorable impact of price increases and operating expense
controls.  Operating margin in the first quarter was 6.0% compared
with 10.0% in the prior year quarter.

                    Corporate Operating Costs

Corporate costs related to core operations were $19.5 million in
the first quarter of 2009 compared with $20.8 million in the prior
year quarter, a decrease of 6.2%.  The decrease in corporate costs
is primarily attributable to lower costs of corporate functions,
lower insurance costs and reduced incentive compensation accruals.

                        Pension Expense

W.R. Grace has revised its presentation of pre-tax operating
income in the consolidated analysis of continuing operations to
report pension expense separately from business and corporate
results for all periods presented.  W.R. Grace believes the
revised presentation provides better information about its
operating segment performance and the cost of its defined benefit
pension plans.  Pension expense related to core operations for the
first quarter was $18.1 million compared with $11.6 million for
the prior year quarter, a 56.0% increase.  The increase in costs
is primarily attributable to the decline in asset values in 2008.

                     Restructuring Expenses

Restructuring expenses of $18.1 million were recorded against core
operations in the first quarter (restructuring expenses of
$1.0 million were recorded against noncore activities).  These
expenses include severance and other costs related to cost
reduction and restructuring programs implemented during the first
quarter.  The Company's cost reduction activities are continuing
and Grace expects to record additional restructuring expenses in
2009 as other programs are implemented.

           Pre-Tax Income (Loss) From Noncore Activities

Noncore activities (as reflected in the consolidated analysis of
continuing operations) include events and transactions not
directly related to the generation of operating revenue or the
support of core operations.  The pre-tax loss from noncore
activities was $39.9 million in the first quarter of 2009 compared
with a loss of $0.2 million in the prior year quarter.  The
increase in the noncore loss is primarily attributable to higher
legal spending and a net difference between the value of
intercompany loans and the value of associated hedge contracts.
Legal spending has been significantly affected by defense costs
for the criminal proceeding relating to W.R. Grace's former
operations in Montana.  The trial began on February 19, 2009, and
is expected to last approximately three months.  Pursuant to
instructions issued by the U.S. District Court for the District of
Montana, W.R. Grace is prohibited from making any public comments
about the proceeding.

                    Interest and Income Taxes

Interest expense was $9.2 million for the first quarter of 2009
compared with $15.1 million for the prior year quarter.  The
reduction in interest expense is attributable to reductions in the
prime rate and reduced interest accruals for certain pre-petition
environmental obligations.  The annualized weighted average
interest rate on pre-petition obligations for the first quarter
was 3.4%.

Income taxes are recorded at a global effective rate of
approximately 30% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax positions
and other discrete adjustments.  Income taxes related to foreign
jurisdictions are generally paid in cash, while Grace expects
taxable income in the United States will be offset by available
tax deductions.

                     Chapter 11 Proceedings

On April 2, 2001, W.R. Grace and 61 of its United States
subsidiaries and affiliates, including its primary U.S. operating
subsidiary W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve W.R. Grace's asbestos-related
liabilities.  On September 19, 2008, W.R. Grace filed a Joint Plan
of Reorganization (as since amended, the "Plan") as well as
several associated documents, including a disclosure statement,
with the Bankruptcy Court.  The Official Committee of Asbestos
Personal Injury Claimants, the Representative for Future Asbestos
Personal Injury Claimants, and the Official Committee of Equity
Security Holders are co-proponents of the Plan.  The committee
representing general unsecured creditors and the Official
Committee of Asbestos Property Damage Claimants are not co-
proponents of the Plan.  The Plan is consistent with the terms of
the previously announced settlements of W.R. Grace's asbestos
personal injury liability and claims related to its former attic
insulation product, and requires the establishment of two asbestos
trusts under Section 524(g) of the United States Bankruptcy Code
to which all present and future asbestos-related claims would be
channeled.  On March 9, 2009, the Bankruptcy Court issued an order
approving the disclosure statement, approving forms and procedures
for voting on the Plan, setting May 20, 2009, as the voting
deadline and the deadline for filing Plan confirmation objections,
and scheduling confirmation hearings on the Plan in June and
September 2009.

Most of W.R. Grace's noncore liabilities and contingencies
(including asbestos-related litigation, environmental claims and
other obligations) are subject to compromise under the Chapter 11
process.  W.R. Grace has not adjusted its accounting for asbestos-
related liabilities to reflect the filing of the Plan.  At this
time, W.R. Grace is unable to determine a reasonable estimate of
the value of certain consideration payable to the trusts under the
Plan.  These values will ultimately be determined on the effective
date of the Plan.  W.R. Grace expects to adjust its accounting for
the Plan when the consideration can be measured and material
conditions to the Plan are satisfied.  W.R. Grace expects that
such adjustments may be material to W.R. Grace's consolidated
financial position and results of operations.

Expenses related to W.R. Grace's Chapter 11 proceedings, net of
filing entity interest income, were $10.0 million in the first
quarter compared with $18.4 million in the prior year quarter.

                   Cash Flow and Liquidity

Grace's net cash provided by operating activities for the first
quarter 2009 was $41.0 million compared with $47.7 million used
for operating activities for the prior year quarter.  Net cash
provided by operating activities in the first quarter of 2009
includes improvements in working capital of $89.6 million.  Net
cash provided by investing activities was $59.8 million for the
quarter, compared with $6.7 million in the prior year quarter.
Net cash provided by investing activities in the first quarter of
2009 includes proceeds of $68.8 million from the termination of
life insurance policies on certain current and former employees.

At March 31, 2009, W.R. Grace had available liquidity of
approximately $739.6 million, consisting of $553.7 million in cash
and cash equivalents, $15.6 million in short-term investment
securities, approximately $65.7 million of available credit under
various non-U.S. credit facilities and approximately
$104.6 million of available credit under its $165.0 million
debtor-in-possession facility.

W.R. Grace believes that these sources and amounts of liquidity
are sufficient to support its business operations, strategic
initiatives and Chapter 11 proceedings until a plan of
reorganization is confirmed and Grace emerges from bankruptcy.
W.R. Grace is exploring sources of new financing of up to $1.0
billion to fund the Plan.

                         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.

At March 31, 2009, W.R. Grace had $3.72 billion in total assets
and $4.10 billion in total liabilities, resulting in $434.0
million in shareholders' deficit.

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: Prosecutors Call Final Witness In Grace Criminal Case
-----------------------------------------------------------------
The prosecutors in the criminal case filed by the U.S. Government
against W.R. Grace & Company and its former executives for
knowingly exposing the community of Libby, Montana to asbestos
contamination called on final witness Richard Lemen, a former
assistant surgeon general, the Mesothelioma & Asbestos Awareness
Center reported on April 24, 2009.  Dr. Lemen testified that
asbestos-tainted vermiculite mined in Libby posed an imminent risk
to the public, the report said.

Counsel for Grace, David Bernick, Esq., at Kirkland & Ellis, LLP,
in Chicago, Illinois, however, rebutted, pointing out that Dr.
Lemen was "alone in his theory" and that the words "imminent
danger" could not be found in a peer-reviewed published study on
the Libby asbestos contamination, the report said.  Dr. Lemen
acknowledged Mr. Bernick's statement, the report added.

Judge Donald Molloy of the U.S. District Court for the District of
Montana, where the criminal case is pending, conceded, after Dr.
Lemen's testimony and cross-examination, conceded that there were
still unresolved issues and that he was working on them, Paul
Nicol reported in the Web site jointly created by the School of
Law and School of Journalism at the University of Montana.

Among others, the U.S. Government and Grace are still arguing over
whether Robert Locke should be allowed to continue to testify or
whether its previous testimonies should be accepted.
The Great Falls Tribune also related on April 23, 2009, that Judge
Molloy has excluded all but seven of the 53 exhibits that the
prosecutors recently submitted as evidence.  The report said that
most of those exhibits are communications distributed among top
Grace officials.  Judge Molloy, however, noted that most of the
documents are more suited to a products liability claim than to
the commission of a crime, the report continued.

                         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)


WWW.FLATSIGNED.COM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------

Debtor: www.Flatsigned.com, Inc.
        501 Metroplex Drive, Suite 208/209
        Nashville, TN 37211

Bankruptcy Case No.: 09-04556

Chapter 11 Petition Date: April 23, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

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

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

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

Total Assets: $4,125,300

Total Debts: $3,481,736

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors and schedules of assets and
liabilities, is available for free at:

          http://bankrupt.com/misc/tnmb09-04556.pdf

The petition was signed by Timmy Miller, president of the Company.


* Moody's Reports Impact of Auto Industry on Municipal Issuers
--------------------------------------------------------------
The U.S. domestic automobile industry's severe distress has
growing potential to put downward pressure on credit ratings of
U.S. local and state governments that have historically relied on
the industry for tax revenue and employment opportunities, says
Moody's Investors Service in new report.

"The highest concentration of automakers remains in the Midwest,
with Detroit as the historic epicenter with rings emanating
outward throughout Michigan and neighboring Ohio, Indiana and
beyond," said Moody's Senior Vice President Edward Damutz, author
of the report, which identifies rated issuers most at risk.

He said continued distress is forecast for all three of the
Detroit domestic automakers, Ford (Caa3), General Motors (Ca), and
Chrysler (Ca).

The state and local issuers most likely to face downward rating
pressure from the automakers' turmoil include certain cities,
counties, school districts, and special districts located in
Michigan (general obligation rated Aa3/negative outlook), Indiana
(general obligation rated Aa1/stable outlook) and Ohio (general
obligation rated Aa1/negative outlook).

"The states themselves, particularly Michigan, will likely also
come under pressure," said Mr. Damutz.  "The recent pressure on
local government credits has been a key driver in several recent
downgrades."

Rapidly rising unemployment rates in Michigan (12.0%), Indiana
(9.4%) and Ohio (9.4%) place further strain on state and local
governments, says the Moody's report.  The looming threat of
potential bankruptcy of certain auto or auto-related companies has
also further exacerbated the situation.

Moody's maintains underlying ratings on 253 U.S. state and local
issuers that currently have or recently lost some type of Big
Three automotive industry manufacturing presence.  Of these
entities, 32 have tax bases, as measured by assessed valuation, of
which the Detroit companies represent more than 5%.

The report identifies the rated issuers most at risk, the ways
these issuers are being affected, and mitigating factors that may
prevent or limit the erosion in credit quality.

"Analysis of the future credit quality of these issuers will focus
on the magnitude and timing of local shift reductions and job
cuts, as well as other local economic trends which may compound or
mitigate the effect of the industry's restructuring efforts," said
Mr. Damutz.

Also monitored, he said, will be the impact of these pressures on
issuers' key revenues and expenditures, and the actions taken by
management to address the fiscal pressures.

"In many cases, Moody's expect that these issuers will be able to
take timely action such as budget revisions, and avoid a rating
downgrade," said Mr. Damutz.  "To the extent local government
issuers are unable to make needed budget corrections on a timely
basis, rating downgrades in this segment of the municipal market
are likely."


* BOND PRICING -- Week From April 20 to April 24, 2009
------------------------------------------------------

Company            Coupon       Maturity    Bid Price
-------            ------       --------    ---------
ACCO Brands Corp      7.63%     8/15/2015        28.25
ACCURIDE CORP         8.50%      2/1/2015        21.75
ACE CASH EXPRESS     10.25%     10/1/2014        28.63
ADVANTA CAP TR        8.99%    12/17/2026         9.50
AGFC CAP TRUST I      6.00%     1/15/2067         6.98
AHERN RENTALS         9.25%     8/15/2013        36.04
ALABAMA POWER         5.50%     10/1/2042        70.00
ALERIS INTL INC      10.00%    12/15/2016         2.50
ALION SCIENCE        10.25%      2/1/2015        23.50
ALLBRITTON COMM       7.75%    12/15/2012        36.84
ALLIED CAP CORP       6.00%      4/1/2012        33.00
ALLIED CAP CORP       6.63%     7/15/2011        38.00
AMBASSADORS INTL      3.75%     4/15/2027        31.63
AMER AXLE & MFG       5.25%     2/11/2014        19.53
AMER AXLE & MFG       7.88%      3/1/2017        19.00
AMER CAP STRATEG      8.60%      8/1/2012        44.00
AMER GENL FIN         3.00%     7/15/2009        79.00
AMER GENL FIN         3.05%     6/15/2010        35.00
AMER GENL FIN         3.10%     6/15/2009        73.60
AMER GENL FIN         3.10%     7/15/2009        76.80
AMER GENL FIN         3.30%     7/15/2009        87.23
AMER GENL FIN         3.30%    11/15/2009        75.50
AMER GENL FIN         3.30%     6/15/2010        39.00
AMER GENL FIN         3.35%     5/15/2009        82.00
AMER GENL FIN         3.40%    10/15/2009        79.33
AMER GENL FIN         3.45%     4/15/2010        40.00
AMER GENL FIN         3.85%     9/15/2009        79.00
AMER GENL FIN         3.88%    10/15/2009        66.49
AMER GENL FIN         3.88%    11/15/2009        81.60
AMER GENL FIN         3.90%     9/15/2009        87.02
AMER GENL FIN         3.90%     4/15/2010        70.56
AMER GENL FIN         3.90%     4/15/2011        24.00
AMER GENL FIN         4.00%     6/15/2009        95.37
AMER GENL FIN         4.00%     8/15/2009        87.30
AMER GENL FIN         4.00%     9/15/2009        60.00
AMER GENL FIN         4.00%    11/15/2009        81.78
AMER GENL FIN         4.00%    11/15/2009        64.00
AMER GENL FIN         4.00%    11/15/2009        30.00
AMER GENL FIN         4.00%    12/15/2009        65.33
AMER GENL FIN         4.00%    12/15/2009        79.47
AMER GENL FIN         4.00%    12/15/2009        50.00
AMER GENL FIN         4.00%     3/15/2011        55.88
AMER GENL FIN         4.05%     5/15/2010        55.00
AMER GENL FIN         4.10%     1/15/2010        51.78
AMER GENL FIN         4.10%     5/15/2010        55.48
AMER GENL FIN         4.10%     1/15/2011        35.05
AMER GENL FIN         4.13%     1/15/2010        76.98
AMER GENL FIN         4.15%    11/15/2010        39.25
AMER GENL FIN         4.15%    12/15/2010        38.40
AMER GENL FIN         4.15%     1/15/2011        56.63
AMER GENL FIN         4.20%     8/15/2009        53.00
AMER GENL FIN         4.20%    10/15/2009        80.00
AMER GENL FIN         4.20%    11/15/2009        87.25
AMER GENL FIN         4.20%    10/15/2010        47.25
AMER GENL FIN         4.25%    11/15/2009        62.52
AMER GENL FIN         4.25%    10/15/2010        33.00
AMER GENL FIN         4.30%     5/15/2009        93.75
AMER GENL FIN         4.30%     6/15/2009        88.00
AMER GENL FIN         4.30%     9/15/2009        80.00
AMER GENL FIN         4.30%     6/15/2010        18.50
AMER GENL FIN         4.30%     7/15/2010        64.91
AMER GENL FIN         4.30%     9/15/2010        61.66
AMER GENL FIN         4.35%     6/15/2009        80.17
AMER GENL FIN         4.35%     6/15/2009        90.00
AMER GENL FIN         4.35%     9/15/2009        87.07
AMER GENL FIN         4.35%     3/15/2010        45.00
AMER GENL FIN         4.40%     5/15/2009        98.41
AMER GENL FIN         4.40%     7/15/2009        60.00
AMER GENL FIN         4.40%    12/15/2010        35.50
AMER GENL FIN         4.50%     7/15/2009        60.00
AMER GENL FIN         4.50%     9/15/2009        87.11
AMER GENL FIN         4.50%     3/15/2010        72.87
AMER GENL FIN         4.50%     8/15/2010        50.85
AMER GENL FIN         4.50%    11/15/2010        30.00
AMER GENL FIN         4.55%    10/15/2009        79.00
AMER GENL FIN         4.60%    11/15/2009        74.00
AMER GENL FIN         4.60%     8/15/2010        32.00
AMER GENL FIN         4.60%     9/15/2010        27.06
AMER GENL FIN         4.60%    10/15/2010        60.65
AMER GENL FIN         4.63%     5/15/2009        99.74
AMER GENL FIN         4.63%      9/1/2010        58.00
AMER GENL FIN         4.65%     8/15/2010        39.00
AMER GENL FIN         4.70%    12/15/2009        79.68
AMER GENL FIN         4.70%    10/15/2010        60.56
AMER GENL FIN         4.75%     6/15/2010        30.00
AMER GENL FIN         4.75%     8/15/2010        35.00
AMER GENL FIN         4.80%     8/15/2009        89.91
AMER GENL FIN         4.85%    10/15/2009        84.81
AMER GENL FIN         4.85%    12/15/2009        79.92
AMER GENL FIN         4.88%     5/15/2010        72.00
AMER GENL FIN         4.88%     6/15/2010        67.00
AMER GENL FIN         4.88%     7/15/2012        46.00
AMER GENL FIN         4.90%    12/15/2009        80.00
AMER GENL FIN         4.90%     3/15/2011        55.06
AMER GENL FIN         4.95%    11/15/2010        25.75
AMER GENL FIN         5.00%     9/15/2009        86.25
AMER GENL FIN         5.00%     1/15/2010        34.00
AMER GENL FIN         5.00%     6/15/2010        67.51
AMER GENL FIN         5.00%     9/15/2010        35.00
AMER GENL FIN         5.00%    10/15/2010        35.00
AMER GENL FIN         5.00%    11/15/2010        46.50
AMER GENL FIN         5.00%    12/15/2010        36.00
AMER GENL FIN         5.00%    12/15/2010        48.42
AMER GENL FIN         5.00%    12/15/2010        38.00
AMER GENL FIN         5.00%     1/15/2011        40.00
AMER GENL FIN         5.00%     1/15/2011        36.00
AMER GENL FIN         5.00%     3/15/2011        25.60
AMER GENL FIN         5.00%     6/15/2011        39.35
AMER GENL FIN         5.00%    12/15/2011        47.60
AMER GENL FIN         5.10%     6/15/2009        95.48
AMER GENL FIN         5.10%     9/15/2009        57.03
AMER GENL FIN         5.10%     9/15/2010        62.61
AMER GENL FIN         5.10%     3/15/2011        37.74
AMER GENL FIN         5.15%     6/15/2009        97.50
AMER GENL FIN         5.15%     9/15/2009        87.51
AMER GENL FIN         5.20%     6/15/2010        40.10
AMER GENL FIN         5.20%    12/15/2011        46.00
AMER GENL FIN         5.25%     6/15/2009        95.50
AMER GENL FIN         5.25%     6/15/2009        95.00
AMER GENL FIN         5.25%     7/15/2010        50.00
AMER GENL FIN         5.25%     4/15/2011        39.00
AMER GENL FIN         5.30%     6/15/2009        95.57
AMER GENL FIN         5.35%     6/15/2010        48.63
AMER GENL FIN         5.35%     7/15/2010        50.00
AMER GENL FIN         5.35%     9/15/2011        33.25
AMER GENL FIN         5.38%      9/1/2009        88.00
AMER GENL FIN         5.38%     10/1/2012        47.91
AMER GENL FIN         5.40%     6/15/2011        53.10
AMER GENL FIN         5.40%     6/15/2011        53.10
AMER GENL FIN         5.45%     9/15/2009        80.12
AMER GENL FIN         5.45%     6/15/2011        52.66
AMER GENL FIN         5.45%    10/15/2011        30.00
AMER GENL FIN         5.50%     6/15/2009        95.52
AMER GENL FIN         5.50%    12/15/2010        43.50
AMER GENL FIN         5.50%     4/15/2011        27.00
AMER GENL FIN         5.60%     6/15/2011        53.35
AMER GENL FIN         5.63%     8/17/2011        47.00
AMER GENL FIN         6.25%     7/15/2010        66.88
AMER GENL FIN         6.25%     7/15/2011        18.90
AMER GENL FIN         6.25%     7/15/2011        32.34
AMER GENL FIN         7.75%     9/15/2010        45.00
AMER GENL FIN         7.85%     8/15/2010        65.97
AMER GENL FIN         7.90%     9/15/2010        64.74
AMER GENL FIN         8.00%     8/15/2010        66.80
AMER GENL FIN         8.10%     9/15/2011        53.94
AMER GENL FIN         8.13%     8/15/2009        92.88
AMER GENL FIN         8.15%     8/15/2011        54.54
AMER GENL FIN         8.20%     9/15/2011        54.07
AMER GENL FIN         8.38%     8/15/2011        54.82
AMER INTL GROUP       4.70%     10/1/2010        68.10
AMER INTL GROUP       4.95%     3/20/2012        44.00
AMER MEDIA OPER       8.88%     1/15/2011        36.00
AMR CORP              9.20%     1/30/2012        48.00
AMR CORP             10.40%     3/15/2011        46.00
AMR CORP             10.42%     3/15/2011        46.00
AMR CORP             10.45%     3/10/2011        52.00
ANTHRACITE CAP       11.75%      9/1/2027         9.25
ANTIGENICS            5.25%      2/1/2025        23.00
APPLETON PAPERS       8.13%     6/15/2011        69.90
APPLETON PAPERS       9.75%     6/15/2014        23.00
ARCO CHEMICAL CO      9.80%      2/1/2020        21.25
ARCO CHEMICAL CO     10.25%     11/1/2010        18.50
ARVINMERITOR          8.13%     9/15/2015        24.00
ARVINMERITOR          8.75%      3/1/2012        35.00
AT HOME CORP          0.52%    12/28/2018         0.06
ATHEROGENICS INC      1.50%      2/1/2012        11.00
AVENTINE RENEW       10.00%      4/1/2017        12.00
AVIS BUDGET CAR       7.63%     5/15/2014        33.00
AVIS BUDGET CAR       7.75%     5/15/2016        31.00
BALLY TOTAL FITN     14.00%     10/1/2013         1.00
BANK NEW ENGLAND      8.75%      4/1/1999         7.12
BANK NEW ENGLAND      9.88%     9/15/1999         4.50
BANKUNITED CAP        3.13%      3/1/2034         5.00
BARRINGTON BROAD     10.50%     8/15/2014        20.00
BEAZER HOMES USA      4.63%     6/15/2024        33.00
BEAZER HOMES USA      6.50%    11/15/2013        31.00
BEAZER HOMES USA      8.38%     4/15/2012        34.25
BEAZER HOMES USA      8.63%     5/15/2011        39.00
BELL MICROPRODUC      3.75%      3/5/2024        10.00
BLOCKBUSTER INC       9.00%      9/1/2012        47.00
BON-TON DEPT STR     10.25%     3/15/2014        30.25
BORDEN INC            7.88%     2/15/2023        18.10
BORDEN INC            8.38%     4/15/2016        17.50
BORDEN INC            9.20%     3/15/2021        15.50
BOWATER INC           6.50%     6/15/2013        12.59
BOWATER INC           9.38%    12/15/2021        12.00
BOWATER INC           9.50%    10/15/2012        11.71
BRIGHAM EXPLORE       9.63%      5/1/2014        28.00
BRODER BROS CO       11.25%    10/15/2010        20.00
BROOKSTONE CO        12.00%    10/15/2012        46.00
BURLINGTON COAT      11.13%     4/15/2014        62.00
C&D TECHNOLOGIES      5.50%    11/15/2026        46.00
CALLON PETROLEUM      9.75%     12/8/2010        30.00
CAPMARK FINL GRP      7.88%     5/10/2012        24.50
CAPMARK FINL GRP      8.30%     5/10/2017        23.38
CARAUSTAR INDS        7.25%      5/1/2010        50.38
CARDINAL HEALTH       9.50%     4/15/2015        27.00
CCH I LLC             9.92%      4/1/2014         1.94
CCH I LLC            10.00%     5/15/2014         1.00
CCH I LLC            11.13%     1/15/2014         2.38
CCH I LLC            11.75%     5/15/2014         2.38
CCH I LLC            12.13%     1/15/2015         1.50
CCH I LLC            13.50%     1/15/2014         1.30
CCH I/CCH I CP       11.00%     10/1/2015         8.25
CCH I/CCH I CP       11.00%     10/1/2015         8.75
CELL GENESYS INC      3.13%     11/1/2011        43.13
CELL THERAPEUTIC      5.75%    12/15/2011        14.50
CHAMPION ENTERPR      2.75%     11/1/2037        20.88
CHAMPION ENTERPR      7.63%     5/15/2009        91.00
CHARTER COMM HLD      9.92%      4/1/2011         1.75
CHARTER COMM HLD     10.00%     5/15/2011         1.50
CHARTER COMM HLD     11.13%     1/15/2011         1.50
CHARTER COMM HLD     11.75%     5/15/2011         1.50
CHARTER COMM HLD     12.13%     1/15/2012         1.50
CHARTER COMM HLD     13.50%     1/15/2011         1.50
CHARTER COMM INC      6.50%     10/1/2027        10.88
CIRCUS CIRCUS         7.63%     7/15/2013        28.00
CITADEL BROADCAS      4.00%     2/15/2011        30.00
CLAIRE'S STORES      10.50%      6/1/2017        27.94
CLEAR CHANNEL         4.25%     5/15/2009        90.24
CLEAR CHANNEL         4.40%     5/15/2011        22.50
CLEAR CHANNEL         4.50%     1/15/2010        43.25
CLEAR CHANNEL         4.90%     5/15/2015        17.25
CLEAR CHANNEL         5.00%     3/15/2012         9.25
CLEAR CHANNEL         5.50%     9/15/2014        13.50
CLEAR CHANNEL         5.50%    12/15/2016        11.25
CLEAR CHANNEL         5.75%     1/15/2013        14.00
CLEAR CHANNEL         6.25%     3/15/2011        14.00
CLEAR CHANNEL         6.88%     6/15/2018        12.75
CLEAR CHANNEL         7.25%    10/15/2027         9.00
CLEAR CHANNEL         7.65%     9/15/2010        37.00
CLEAR CHANNEL        10.75%      8/1/2016        14.50
CMP SUSQUEHANNA       9.88%     5/15/2014         4.50
COMMERCIAL VEHIC      8.00%      7/1/2013        32.10
COMPUCREDIT           3.63%     5/30/2025        35.63
CONEXANT SYSTEMS      4.00%      3/1/2026        32.00
CONSTAR INTL         11.00%     12/1/2012         3.00
COOPER-STANDARD       7.00%    12/15/2012        14.00
COOPER-STANDARD       8.38%    12/15/2014         7.50
CREDENCE SYSTEM       3.50%     5/15/2010        24.00
DAE AVIATION         11.25%      8/1/2015        30.88
DAYTON SUPERIOR      13.00%     6/15/2009        64.50
DECODE GENETICS       3.50%     4/15/2011        10.00
DELPHI CORP           6.50%     8/15/2013         1.50
DELPHI CORP           8.25%    10/15/2033         0.01
DELTA AIR LINES       8.00%     12/1/2015        25.00
DELTA PETROLEUM       3.75%      5/1/2037        16.50
DEVELOP DIV RLTY      5.00%      5/3/2010        85.50
DEVELOP DIV RLTY      5.25%     4/15/2011        55.55
DEX MEDIA INC         8.00%    11/15/2013        13.00
DEX MEDIA WEST        8.50%     8/15/2010        69.75
DEX MEDIA WEST        9.88%     8/15/2013        32.00
DOLE FOODS CO         8.63%      5/1/2009       100.00
DOWNEY FINANCIAL      6.50%      7/1/2014         0.50
DOWNSTREAM DEVEL     12.00%    10/15/2015        36.38
DUNE ENERGY INC      10.50%      6/1/2012        30.00
E*TRADE FINL          8.00%     6/15/2011        58.25
EDDIE BAUER HLDG      5.25%      4/1/2014         7.63
ENERGY PARTNERS       8.75%      8/1/2010        24.50
ENERGY PARTNERS       9.75%     4/15/2014        32.25
EPIX MEDICAL INC      3.00%     6/15/2024        19.13
EVERGREEN SOLAR       4.00%     7/15/2013        30.75
FAIRPOINT COMMUN     13.13%      4/1/2018        25.75
FGIC CORP             6.00%     1/15/2034         5.50
FIBERTOWER CORP       9.00%    11/15/2012        35.50
FINISAR CORP          2.50%    10/15/2010        50.00
FINLAY FINE JWLY      8.38%      6/1/2012         3.50
FIRST DATA CORP       5.63%     11/1/2011        34.50
FLOTEK INDS           5.25%     2/15/2028        29.50
FONTAINEBLEAU LA     11.00%     6/15/2015         3.38
FORD MOTOR CRED       4.80%     7/20/2009        91.09
FORD MOTOR CRED       4.90%     9/21/2009        85.18
FORD MOTOR CRED       5.00%     8/20/2009        85.08
FORD MOTOR CRED       5.00%     8/20/2009        88.76
FORD MOTOR CRED       5.00%     9/21/2009        87.88
FORD MOTOR CRED       5.00%     9/21/2009        88.00
FORD MOTOR CRED       5.00%     9/21/2009        87.88
FORD MOTOR CRED       5.00%    10/20/2009        84.25
FORD MOTOR CRED       5.10%     8/20/2009        85.00
FORD MOTOR CRED       5.10%     2/22/2011        53.68
FORD MOTOR CRED       5.15%     1/20/2011        53.55
FORD MOTOR CRED       5.20%     3/21/2011        50.00
FORD MOTOR CRED       5.20%     3/21/2011        51.17
FORD MOTOR CRED       5.25%     2/22/2011        53.00
FORD MOTOR CRED       5.25%     3/21/2011        40.83
FORD MOTOR CRED       5.25%     9/20/2011        59.43
FORD MOTOR CRED       5.30%     4/20/2011        50.00
FORD MOTOR CRED       5.35%     5/20/2009        86.00
FORD MOTOR CRED       5.40%     6/22/2009        94.81
FORD MOTOR CRED       5.40%    12/21/2009        80.00
FORD MOTOR CRED       5.40%     1/20/2011        54.15
FORD MOTOR CRED       5.45%     4/20/2011        42.50
FORD MOTOR CRED       5.50%     2/22/2010        77.07
FORD MOTOR CRED       5.55%     8/22/2011        49.68
FORD MOTOR CRED       5.55%     9/20/2011        44.79
FORD MOTOR CRED       5.60%    11/21/2011        47.85
FORD MOTOR CRED       5.65%     5/20/2011        51.11
FORD MOTOR CRED       5.65%     1/21/2014        47.10
FORD MOTOR CRED       5.70%     3/22/2010        69.00
FORD MOTOR CRED       5.70%     1/20/2012        34.50
FORD MOTOR CRED       5.75%     3/22/2010        73.50
FORD MOTOR CRED       5.75%     8/22/2011        50.47
FORD MOTOR CRED       5.75%    12/20/2011        37.70
FORD MOTOR CRED       5.75%     2/21/2012        44.50
FORD MOTOR CRED       5.75%     2/20/2014        49.69
FORD MOTOR CRED       5.85%     7/20/2011        53.32
FORD MOTOR CRED       5.90%     7/20/2011        48.00
FORD MOTOR CRED       6.00%     2/22/2010        72.00
FORD MOTOR CRED       6.00%    10/20/2010        50.95
FORD MOTOR CRED       6.00%     1/20/2015        44.21
FORD MOTOR CRED       6.00%     2/20/2015        47.75
FORD MOTOR CRED       6.05%     3/20/2012        24.35
FORD MOTOR CRED       6.10%     6/20/2011        49.51
FORD MOTOR CRED       6.15%     9/20/2010        67.00
FORD MOTOR CRED       6.15%    12/22/2014        33.82
FORD MOTOR CRED       6.20%     5/20/2011        55.44
FORD MOTOR CRED       6.25%     6/20/2011        52.50
FORD MOTOR CRED       6.25%     2/21/2012        57.42
FORD MOTOR CRED       6.25%     3/20/2012        55.50
FORD MOTOR CRED       6.25%     4/21/2014        27.10
FORD MOTOR CRED       6.25%     1/20/2015        25.00
FORD MOTOR CRED       6.25%     3/20/2015        49.44
FORD MOTOR CRED       6.30%     3/22/2010        75.93
FORD MOTOR CRED       6.30%     5/20/2014        23.00
FORD MOTOR CRED       6.30%     5/20/2014        22.13
FORD MOTOR CRED       6.35%     9/20/2010        60.50
FORD MOTOR CRED       6.40%     8/20/2010        64.15
FORD MOTOR CRED       6.50%     3/20/2015        20.75
FORD MOTOR CRED       6.52%     3/10/2013        62.02
FORD MOTOR CRED       6.55%     8/20/2010        63.28
FORD MOTOR CRED       6.55%    12/20/2013        54.59
FORD MOTOR CRED       6.60%     3/20/2012        55.64
FORD MOTOR CRED       6.60%    10/21/2013        33.00
FORD MOTOR CRED       7.15%     8/20/2010        57.52
FORD MOTOR CRED       7.25%     7/20/2017        30.00
FORD MOTOR CRED       7.30%     4/20/2015        53.25
FORD MOTOR CRED       7.35%     11/7/2011        55.62
FORD MOTOR CRED       7.35%     9/15/2015        26.38
FORD MOTOR CRED       7.50%     8/20/2010        67.00
FORD MOTOR CRED       7.50%     9/20/2010        52.00
FORD MOTOR CRED       7.55%     9/30/2015        41.25
FORD MOTOR CRED       8.00%    12/20/2010        62.00
FOREST CITY ENT       6.50%      2/1/2017        20.00
FOREST CITY ENT       7.63%      6/1/2015        35.00
FRANKLIN BANK         4.00%      5/1/2027         0.01
FREESCALE SEMICO      8.88%    12/15/2014        28.25
FREESCALE SEMICO     10.13%    12/15/2016        20.56
FRONTIER AIRLINE      5.00%    12/15/2025        10.00
GENCORP INC           2.25%    11/15/2024        39.00
GENCORP INC           4.00%     1/16/2024        71.25
GENERAL MOTORS        6.75%      5/1/2028         8.00
GENERAL MOTORS        7.13%     7/15/2013         8.94
GENERAL MOTORS        7.20%     1/15/2011         9.45
GENERAL MOTORS        7.38%     5/23/2048         8.70
GENERAL MOTORS        7.40%      9/1/2025         6.00
GENERAL MOTORS        7.70%     4/15/2016        10.50
GENERAL MOTORS        8.10%     6/15/2024         7.50
GENERAL MOTORS        8.25%     7/15/2023         7.00
GENERAL MOTORS        8.38%     7/15/2033         9.02
GENERAL MOTORS        8.80%      3/1/2021         9.20
GENERAL MOTORS        9.40%     7/15/2021         7.00
GENERAL MOTORS        9.45%     11/1/2011         3.50
GENWORTH FINL         6.15%    11/15/2066        13.50
GENWORTH GLOBAL       6.10%     4/15/2033        15.25
GEON COMPANY          7.50%    12/15/2015        35.00
GEORGIA GULF CRP      7.13%    12/15/2013        18.50
GEORGIA GULF CRP      9.50%    10/15/2014        19.56
GEORGIA GULF CRP     10.75%    10/15/2016         8.00
GGP LP                3.98%     4/15/2027        16.88
GMAC LLC              4.90%    10/15/2009        70.50
GMAC LLC              4.90%    10/15/2009        70.00
GMAC LLC              4.95%    10/15/2009        71.80
GMAC LLC              5.00%     8/15/2009        75.58
GMAC LLC              5.00%     8/15/2009        81.25
GMAC LLC              5.00%     9/15/2009        80.20
GMAC LLC              5.00%     9/15/2009        73.25
GMAC LLC              5.00%     9/15/2009        72.00
GMAC LLC              5.00%    10/15/2009        69.50
GMAC LLC              5.05%     7/15/2009        79.50
GMAC LLC              5.10%     7/15/2009        79.50
GMAC LLC              5.10%     8/15/2009        81.25
GMAC LLC              5.10%     9/15/2009        77.75
GMAC LLC              5.20%    11/15/2009        68.50
GMAC LLC              5.20%    11/15/2009        70.50
GMAC LLC              5.25%     5/15/2009        97.50
GMAC LLC              5.25%     7/15/2009        83.50
GMAC LLC              5.25%     7/15/2009        80.00
GMAC LLC              5.25%     8/15/2009        81.25
GMAC LLC              5.25%     8/15/2009        76.00
GMAC LLC              5.25%    11/15/2009        74.75
GMAC LLC              5.25%    11/15/2009        74.75
GMAC LLC              5.25%     1/15/2014        29.99
GMAC LLC              5.30%     1/15/2010        62.00
GMAC LLC              5.35%    11/15/2009        69.00
GMAC LLC              5.35%    12/15/2009        67.00
GMAC LLC              5.35%    12/15/2009        72.50
GMAC LLC              5.35%     1/15/2014        26.81
GMAC LLC              5.40%    12/15/2009        73.50
GMAC LLC              5.40%    12/15/2009        69.75
GMAC LLC              5.50%     1/15/2010        70.00
GMAC LLC              5.63%     5/15/2009        98.25
GMAC LLC              5.70%     6/15/2013        30.00
GMAC LLC              5.70%    10/15/2013        28.00
GMAC LLC              5.70%    12/15/2013        29.75
GMAC LLC              5.75%     1/15/2010        63.00
GMAC LLC              5.85%     2/15/2010        61.50
GMAC LLC              5.85%     5/15/2013        29.00
GMAC LLC              5.85%     6/15/2013        35.00
GMAC LLC              5.85%     6/15/2013        30.00
GMAC LLC              5.85%     6/15/2013        31.00
GMAC LLC              5.90%    12/15/2013        24.50
GMAC LLC              5.90%    12/15/2013        28.00
GMAC LLC              6.00%     1/15/2010        63.00
GMAC LLC              6.00%     2/15/2010        60.75
GMAC LLC              6.00%     2/15/2010        62.00
GMAC LLC              6.00%      4/1/2011        54.87
GMAC LLC              6.00%     7/15/2013        29.00
GMAC LLC              6.00%    11/15/2013        27.73
GMAC LLC              6.00%    12/15/2013        22.80
GMAC LLC              6.00%     9/15/2019        24.60
GMAC LLC              6.05%     3/15/2010        58.71
GMAC LLC              6.05%     8/15/2019        24.76
GMAC LLC              6.05%    10/15/2019        28.50
GMAC LLC              6.10%    11/15/2013        28.25
GMAC LLC              6.10%     9/15/2019        25.55
GMAC LLC              6.13%    10/15/2019        29.00
GMAC LLC              6.15%     3/15/2010        60.10
GMAC LLC              6.15%     9/15/2013        27.48
GMAC LLC              6.15%    11/15/2013        27.00
GMAC LLC              6.15%    12/15/2013        29.00
GMAC LLC              6.15%     8/15/2019        26.23
GMAC LLC              6.15%     9/15/2019        28.50
GMAC LLC              6.25%     3/15/2013        33.50
GMAC LLC              6.25%     7/15/2013        34.50
GMAC LLC              6.25%    10/15/2013        29.50
GMAC LLC              6.25%    11/15/2013        29.50
GMAC LLC              6.25%     7/15/2019        28.25
GMAC LLC              6.30%     3/15/2013        28.00
GMAC LLC              6.30%    10/15/2013        27.90
GMAC LLC              6.30%    11/15/2013        31.73
GMAC LLC              6.30%     8/15/2019        29.00
GMAC LLC              6.30%     8/15/2019        26.00
GMAC LLC              6.35%     5/15/2013        29.00
GMAC LLC              6.35%     7/15/2019        25.00
GMAC LLC              6.35%     7/15/2019        28.75
GMAC LLC              6.38%     6/15/2010        51.51
GMAC LLC              6.38%     1/15/2014        28.00
GMAC LLC              6.40%     3/15/2013        26.88
GMAC LLC              6.40%    11/15/2019        27.02
GMAC LLC              6.40%    11/15/2019        28.00
GMAC LLC              6.45%     2/15/2013        32.88
GMAC LLC              6.50%     6/15/2009        88.81
GMAC LLC              6.50%    10/15/2009        71.55
GMAC LLC              6.50%     3/15/2010        60.00
GMAC LLC              6.50%     5/15/2012        44.03
GMAC LLC              6.50%     7/15/2012        34.50
GMAC LLC              6.50%     2/15/2013        29.10
GMAC LLC              6.50%     3/15/2013        32.80
GMAC LLC              6.50%     4/15/2013        28.75
GMAC LLC              6.50%     5/15/2013        34.50
GMAC LLC              6.50%     6/15/2013        34.96
GMAC LLC              6.50%     8/15/2013        18.89
GMAC LLC              6.50%    11/15/2013        33.75
GMAC LLC              6.50%     1/15/2020        27.50
GMAC LLC              6.55%    12/15/2019        26.00
GMAC LLC              6.60%     6/15/2019        28.75
GMAC LLC              6.63%    10/15/2011        37.00
GMAC LLC              6.65%     2/15/2013        33.12
GMAC LLC              6.70%     6/15/2009        87.00
GMAC LLC              6.70%     7/15/2009        83.50
GMAC LLC              6.70%     5/15/2014        23.39
GMAC LLC              6.70%     5/15/2014        27.80
GMAC LLC              6.70%     6/15/2019        27.30
GMAC LLC              6.70%    12/15/2019        28.00
GMAC LLC              6.75%    11/15/2009        71.75
GMAC LLC              6.75%     9/15/2011        39.00
GMAC LLC              6.75%    10/15/2011        37.00
GMAC LLC              6.75%    10/15/2011        38.00
GMAC LLC              6.75%     7/15/2012        40.00
GMAC LLC              6.75%     9/15/2012        34.67
GMAC LLC              6.75%     9/15/2012        40.00
GMAC LLC              6.75%    10/15/2012        34.94
GMAC LLC              6.75%     4/15/2013        34.00
GMAC LLC              6.75%     4/15/2013        29.00
GMAC LLC              6.75%     6/15/2014        25.00
GMAC LLC              6.75%     6/15/2019        29.00
GMAC LLC              6.80%     7/15/2009        80.00
GMAC LLC              6.80%    11/15/2009        68.02
GMAC LLC              6.80%    12/15/2009        63.68
GMAC LLC              6.80%     2/15/2013        33.25
GMAC LLC              6.80%     4/15/2013        29.50
GMAC LLC              6.85%     7/15/2009        85.77
GMAC LLC              6.85%    10/15/2009        73.25
GMAC LLC              6.88%    10/15/2012        33.50
GMAC LLC              6.88%     4/15/2013        27.00
GMAC LLC              6.90%     6/15/2009        87.00
GMAC LLC              6.90%    12/15/2009        72.00
GMAC LLC              6.95%     8/15/2009        80.25
GMAC LLC              6.95%     6/15/2017        28.00
GMAC LLC              7.00%     7/15/2009        87.71
GMAC LLC              7.00%     8/15/2009        78.00
GMAC LLC              7.00%     9/15/2009        73.75
GMAC LLC              7.00%     9/15/2009        72.00
GMAC LLC              7.00%    10/15/2009        72.75
GMAC LLC              7.00%    10/15/2009        78.50
GMAC LLC              7.00%    11/15/2009        70.00
GMAC LLC              7.00%    11/15/2009        68.00
GMAC LLC              7.00%    12/15/2009        72.20
GMAC LLC              7.00%    12/15/2009        65.91
GMAC LLC              7.00%     1/15/2010        63.00
GMAC LLC              7.00%     3/15/2010        60.50
GMAC LLC              7.00%    10/15/2011        33.75
GMAC LLC              7.00%     9/15/2012        29.75
GMAC LLC              7.00%    10/15/2012        31.00
GMAC LLC              7.00%    11/15/2012        33.00
GMAC LLC              7.00%    12/15/2012        36.50
GMAC LLC              7.00%     1/15/2013        32.40
GMAC LLC              7.05%    10/15/2009        75.00
GMAC LLC              7.10%     9/15/2012        33.50
GMAC LLC              7.10%     1/15/2013        29.00
GMAC LLC              7.10%     1/15/2013        30.00
GMAC LLC              7.13%     8/15/2009        77.50
GMAC LLC              7.13%     8/15/2012        36.00
GMAC LLC              7.13%    12/15/2012        30.75
GMAC LLC              7.15%     8/15/2009        79.00
GMAC LLC              7.15%     8/15/2010        58.13
GMAC LLC              7.15%    11/15/2012        34.75
GMAC LLC              7.20%     8/15/2009        76.00
GMAC LLC              7.25%    11/15/2009        72.50
GMAC LLC              7.25%     1/15/2010        66.00
GMAC LLC              7.25%     8/15/2012        29.75
GMAC LLC              7.25%    12/15/2012        31.00
GMAC LLC              7.25%    12/15/2012        32.10
GMAC LLC              7.25%     9/15/2017        24.57
GMAC LLC              7.50%     9/15/2010        57.00
GMAC LLC              7.50%    10/15/2012        38.00
GMAC LLC              7.55%     8/15/2010        53.00
GMAC LLC              7.63%    11/15/2012        30.88
GMAC LLC              7.70%     8/15/2010        58.00
GMAC LLC              7.70%     8/15/2010        58.00
GMAC LLC              7.75%    10/15/2012        40.17
GMAC LLC              7.85%     8/15/2010        59.14
GMAC LLC              7.88%    11/15/2012        40.95
GMAC LLC              8.00%     6/15/2010        58.00
GMAC LLC              8.00%     6/15/2010        58.00
GMAC LLC              8.00%     6/15/2010        60.00
GMAC LLC              8.00%     7/15/2010        62.50
GMAC LLC              8.00%     9/15/2010        54.00
GMAC LLC              8.00%     9/15/2010        56.75
GMAC LLC              8.05%     4/15/2010        60.00
GMAC LLC              8.13%     9/15/2009        89.79
GMAC LLC              8.20%     7/15/2010        58.60
GMAC LLC              8.25%     9/15/2012        34.00
GMAC LLC              8.40%     4/15/2010        56.00
GMAC LLC              8.40%     8/15/2015        24.57
GMAC LLC              8.50%     5/15/2010        56.30
GMAC LLC              8.50%     5/15/2010        57.75
GMAC LLC              8.50%    10/15/2010        63.50
GMAC LLC              8.50%     8/15/2015        28.00
GMAC LLC              8.65%     8/15/2015        30.09
GMAC LLC              8.88%      6/1/2010        64.75
GMAC LLC              9.00%     7/15/2015        27.10
GMAC LLC              9.00%     7/15/2020        27.00
HAIGHTS CROSS OP     11.75%     8/15/2011        39.13
HANNA (MA) CO         6.52%     2/23/2010        70.06
HARRAHS OPER CO       5.38%    12/15/2013        22.87
HARRAHS OPER CO       5.50%      7/1/2010        52.00
HARRAHS OPER CO       5.63%      6/1/2015        17.00
HARRAHS OPER CO       6.50%      6/1/2016        19.00
HARRAHS OPER CO       8.00%      2/1/2011        23.83
HARRAHS OPER CO      10.75%      2/1/2016        26.75
HARRAHS OPER CO      10.75%      2/1/2016        25.63
HARRY & DAVID OP      9.00%      3/1/2013        33.00
HAWAIIAN TELCOM       9.75%      5/1/2013         6.00
HAWKER BEECHCRAF      9.75%      4/1/2017        25.50
HEADWATERS INC        2.50%      2/1/2014        22.75
HEADWATERS INC        2.88%      6/1/2016        29.75
HERTZ CORP            7.40%      3/1/2011        62.00
HEXION US/NOVA        9.75%    11/15/2014        33.25
HILTON HOTELS         7.50%    12/15/2017        20.00
HILTON HOTELS         7.63%     12/1/2012        31.11
HILTON HOTELS         8.25%     2/15/2011        30.11
HINES NURSERIES      10.25%     10/1/2011        14.50
HUMAN GENOME          2.25%    10/15/2011        42.50
HUTCHINSON TECH       3.25%     1/15/2026        24.00
IDEARC INC            8.00%    11/15/2016         1.75
INCYTE CORP           3.50%     2/15/2011        53.50
INCYTE CORP LTD       3.50%     2/15/2011        55.63
INN OF THE MOUNT     12.00%    11/15/2010        12.50
INTCOMEX INC         11.75%     1/15/2011        35.25
INTL LEASE FIN        4.75%      7/1/2009        94.75
ISTAR FINANCIAL       5.13%      4/1/2011        45.00
ISTAR FINANCIAL       5.13%      4/1/2011        44.75
ISTAR FINANCIAL       5.15%      3/1/2012        42.38
ISTAR FINANCIAL       5.38%     4/15/2010        73.00
ISTAR FINANCIAL       5.50%     6/15/2012        37.90
ISTAR FINANCIAL       5.65%     9/15/2011        43.50
ISTAR FINANCIAL       5.80%     3/15/2011        46.00
ISTAR FINANCIAL       6.00%    12/15/2010        59.00
ISTAR FINANCIAL       8.63%      6/1/2013        40.00
JAZZ TECHNOLOGIE      8.00%    12/31/2011        20.50
JEFFERSON SMURFI      7.50%      6/1/2013        14.00
JEFFERSON SMURFI      8.25%     10/1/2012        16.50
K HOVNANIAN ENTR      7.75%     5/15/2013        35.00
K HOVNANIAN ENTR      8.00%      4/1/2012        40.38
K HOVNANIAN ENTR      8.88%      4/1/2012        42.00
KAISER ALUMINUM      12.75%      2/1/2003         6.25
KELLWOOD CO           7.63%    10/15/2017         4.50
KEMET CORP            2.25%    11/15/2026        18.75
KEMET CORP            2.25%    11/15/2026        16.50
KEYSTONE AUTO OP      9.75%     11/1/2013        20.75
KKR FINANCIAL         7.00%     7/15/2012        33.38
KNIGHT RIDDER         4.63%     11/1/2014        13.75
KNIGHT RIDDER         5.75%      9/1/2017        15.00
KNIGHT RIDDER         6.88%     3/15/2029        14.18
KNIGHT RIDDER         7.13%      6/1/2011        22.10
KNIGHT RIDDER         7.15%     11/1/2027        14.25
LANDAMERICA           3.13%    11/15/2033        11.52
LANDAMERICA           3.25%     5/15/2034        12.25
LANDRY'S RESTAUR      9.50%    12/15/2014        98.10
LAZYDAYS RV          11.75%     5/15/2012         4.90
LEAR CORP             5.75%      8/1/2014        20.00
LEAR CORP             8.50%     12/1/2013        13.00
LEAR CORP             8.75%     12/1/2016        13.00
LECROY CORP           4.00%    10/15/2026        38.75
LECROY CORP           4.00%    10/15/2026        43.95
LEHMAN BROS HLDG      1.50%     3/23/2012         9.50
LEHMAN BROS HLDG      4.25%     1/27/2010        12.55
LEHMAN BROS HLDG      4.38%    11/30/2010        13.00
LEHMAN BROS HLDG      4.50%     7/26/2010        12.15
LEHMAN BROS HLDG      4.50%      8/3/2011         8.75
LEHMAN BROS HLDG      4.70%      3/6/2013         8.80
LEHMAN BROS HLDG      4.80%     2/27/2013         7.00
LEHMAN BROS HLDG      4.80%     3/13/2014        13.38
LEHMAN BROS HLDG      4.80%     6/24/2023         6.06
LEHMAN BROS HLDG      5.00%     1/14/2011        11.50
LEHMAN BROS HLDG      5.00%     1/22/2013         6.25
LEHMAN BROS HLDG      5.00%     2/11/2013         6.00
LEHMAN BROS HLDG      5.00%     3/27/2013         7.00
LEHMAN BROS HLDG      5.00%      8/5/2015         6.00
LEHMAN BROS HLDG      5.00%    12/18/2015         4.10
LEHMAN BROS HLDG      5.00%     5/28/2023         8.25
LEHMAN BROS HLDG      5.00%     5/30/2023         7.00
LEHMAN BROS HLDG      5.00%     6/10/2023         9.00
LEHMAN BROS HLDG      5.00%     6/17/2023         4.00
LEHMAN BROS HLDG      5.10%     1/28/2013         8.50
LEHMAN BROS HLDG      5.10%     2/15/2020         7.00
LEHMAN BROS HLDG      5.15%      2/4/2015         5.00
LEHMAN BROS HLDG      5.20%     5/13/2020         7.18
LEHMAN BROS HLDG      5.25%      2/6/2012        13.38
LEHMAN BROS HLDG      5.25%     2/11/2015         4.00
LEHMAN BROS HLDG      5.25%      3/8/2020         7.25
LEHMAN BROS HLDG      5.25%     5/20/2023         6.06
LEHMAN BROS HLDG      5.35%     2/25/2018         7.00
LEHMAN BROS HLDG      5.35%     3/13/2020         7.00
LEHMAN BROS HLDG      5.35%     6/14/2030         4.10
LEHMAN BROS HLDG      5.38%      5/6/2023         7.06
LEHMAN BROS HLDG      5.40%      3/6/2020         6.06
LEHMAN BROS HLDG      5.40%     3/20/2020         7.13
LEHMAN BROS HLDG      5.40%     3/30/2029         9.25
LEHMAN BROS HLDG      5.40%     6/21/2030         7.63
LEHMAN BROS HLDG      5.45%     3/15/2025         7.00
LEHMAN BROS HLDG      5.45%      4/6/2029         7.00
LEHMAN BROS HLDG      5.45%     2/22/2030         7.50
LEHMAN BROS HLDG      5.45%     7/19/2030         7.13
LEHMAN BROS HLDG      5.45%     9/20/2030         7.30
LEHMAN BROS HLDG      5.50%      4/4/2016        12.00
LEHMAN BROS HLDG      5.50%      2/4/2018         8.50
LEHMAN BROS HLDG      5.50%     2/19/2018         7.00
LEHMAN BROS HLDG      5.50%     11/4/2018         7.06
LEHMAN BROS HLDG      5.50%     2/27/2020         7.50
LEHMAN BROS HLDG      5.50%     3/14/2023         5.00
LEHMAN BROS HLDG      5.50%      4/8/2023         7.00
LEHMAN BROS HLDG      5.50%     4/15/2023         7.50
LEHMAN BROS HLDG      5.50%     4/23/2023         7.02
LEHMAN BROS HLDG      5.50%      8/5/2023         4.95
LEHMAN BROS HLDG      5.50%     10/7/2023         7.25
LEHMAN BROS HLDG      5.50%     1/27/2029         7.26
LEHMAN BROS HLDG      5.50%      2/3/2029         7.00
LEHMAN BROS HLDG      5.50%      8/2/2030         7.50
LEHMAN BROS HLDG      5.55%     2/11/2018         7.00
LEHMAN BROS HLDG      5.55%      3/9/2029         7.00
LEHMAN BROS HLDG      5.55%     1/25/2030         7.25
LEHMAN BROS HLDG      5.55%     9/27/2030         6.97
LEHMAN BROS HLDG      5.55%    12/31/2034         7.02
LEHMAN BROS HLDG      5.60%     1/22/2018         6.50
LEHMAN BROS HLDG      5.60%     2/17/2029         7.00
LEHMAN BROS HLDG      5.60%     2/24/2029         7.50
LEHMAN BROS HLDG      5.60%      3/2/2029         7.00
LEHMAN BROS HLDG      5.60%     2/25/2030         8.75
LEHMAN BROS HLDG      5.60%      5/3/2030         7.76
LEHMAN BROS HLDG      5.63%     1/24/2013        14.00
LEHMAN BROS HLDG      5.63%     3/15/2030         7.02
LEHMAN BROS HLDG      5.65%    11/23/2029         7.00
LEHMAN BROS HLDG      5.65%     8/16/2030         7.00
LEHMAN BROS HLDG      5.65%    12/31/2034         7.00
LEHMAN BROS HLDG      5.70%     1/28/2018         7.50
LEHMAN BROS HLDG      5.70%     2/10/2029         7.25
LEHMAN BROS HLDG      5.70%     4/13/2029         7.00
LEHMAN BROS HLDG      5.70%      9/7/2029         7.50
LEHMAN BROS HLDG      5.70%    12/14/2029         4.10
LEHMAN BROS HLDG      5.75%     4/25/2011        11.26
LEHMAN BROS HLDG      5.75%     7/18/2011        12.19
LEHMAN BROS HLDG      5.75%     5/17/2013        11.00
LEHMAN BROS HLDG      5.75%     3/27/2023         8.50
LEHMAN BROS HLDG      5.75%     9/16/2023         9.00
LEHMAN BROS HLDG      5.75%    10/15/2023         7.02
LEHMAN BROS HLDG      5.75%    10/21/2023         7.00
LEHMAN BROS HLDG      5.75%    11/12/2023         6.00
LEHMAN BROS HLDG      5.75%    11/25/2023         7.00
LEHMAN BROS HLDG      5.75%    12/16/2028         7.00
LEHMAN BROS HLDG      5.75%    12/23/2028         6.00
LEHMAN BROS HLDG      5.75%     8/24/2029         7.00
LEHMAN BROS HLDG      5.75%     9/14/2029         6.06
LEHMAN BROS HLDG      5.75%    10/12/2029         7.00
LEHMAN BROS HLDG      5.75%     3/29/2030         6.50
LEHMAN BROS HLDG      5.80%      9/3/2020         4.33
LEHMAN BROS HLDG      5.80%    10/25/2030         7.00
LEHMAN BROS HLDG      5.85%     11/8/2030         3.96
LEHMAN BROS HLDG      5.88%    11/15/2017        10.00
LEHMAN BROS HLDG      5.90%      5/4/2029         7.00
LEHMAN BROS HLDG      5.90%      2/7/2031         7.00
LEHMAN BROS HLDG      5.95%    12/20/2030         7.50
LEHMAN BROS HLDG      6.00%     7/19/2012        12.38
LEHMAN BROS HLDG      6.00%     1/22/2020         5.30
LEHMAN BROS HLDG      6.00%     2/12/2020         7.00
LEHMAN BROS HLDG      6.00%     1/29/2021         3.00
LEHMAN BROS HLDG      6.00%    10/23/2028         4.67
LEHMAN BROS HLDG      6.00%    11/18/2028         7.50
LEHMAN BROS HLDG      6.00%     5/11/2029         5.00
LEHMAN BROS HLDG      6.00%     7/20/2029         7.00
LEHMAN BROS HLDG      6.00%     4/30/2034         7.50
LEHMAN BROS HLDG      6.00%     7/30/2034         6.00
LEHMAN BROS HLDG      6.00%     2/21/2036         7.25
LEHMAN BROS HLDG      6.00%     2/24/2036         7.00
LEHMAN BROS HLDG      6.00%     2/12/2037         5.55
LEHMAN BROS HLDG      6.05%     6/29/2029         1.12
LEHMAN BROS HLDG      6.10%     8/12/2023         6.06
LEHMAN BROS HLDG      6.15%     4/11/2031         6.75
LEHMAN BROS HLDG      6.20%     9/26/2014        13.63
LEHMAN BROS HLDG      6.20%     6/15/2027         4.63
LEHMAN BROS HLDG      6.20%     5/25/2029         7.50
LEHMAN BROS HLDG      6.25%      2/5/2021         4.02
LEHMAN BROS HLDG      6.25%     2/22/2023         4.50
LEHMAN BROS HLDG      6.30%     3/27/2037         8.25
LEHMAN BROS HLDG      6.40%    10/11/2022         7.10
LEHMAN BROS HLDG      6.50%     2/28/2023         7.61
LEHMAN BROS HLDG      6.50%      3/6/2023         3.10
LEHMAN BROS HLDG      6.50%    10/18/2027         5.93
LEHMAN BROS HLDG      6.50%    10/25/2027         7.00
LEHMAN BROS HLDG      6.50%     1/17/2033         3.09
LEHMAN BROS HLDG      6.50%    12/22/2036         8.50
LEHMAN BROS HLDG      6.50%     2/13/2037         8.50
LEHMAN BROS HLDG      6.50%     6/21/2037         7.00
LEHMAN BROS HLDG      6.50%     7/13/2037         8.06
LEHMAN BROS HLDG      6.60%     10/3/2022         7.75
LEHMAN BROS HLDG      6.63%     1/18/2012        12.00
LEHMAN BROS HLDG      6.75%      7/1/2022         6.29
LEHMAN BROS HLDG      6.75%    11/22/2027         9.00
LEHMAN BROS HLDG      6.75%     3/11/2033         7.63
LEHMAN BROS HLDG      6.75%    10/26/2037         8.00
LEHMAN BROS HLDG      6.80%      9/7/2032         7.00
LEHMAN BROS HLDG      6.85%     8/16/2032         7.63
LEHMAN BROS HLDG      6.88%      5/2/2018        14.50
LEHMAN BROS HLDG      6.88%     7/17/2037         0.01
LEHMAN BROS HLDG      6.90%      9/1/2032         8.75
LEHMAN BROS HLDG      7.00%     4/16/2019         7.10
LEHMAN BROS HLDG      7.00%     9/27/2027        10.83
LEHMAN BROS HLDG      7.00%     10/4/2032         8.50
LEHMAN BROS HLDG      7.00%     7/27/2037         9.25
LEHMAN BROS HLDG      7.00%     9/28/2037         6.69
LEHMAN BROS HLDG      7.00%    11/16/2037         8.25
LEHMAN BROS HLDG      7.00%    12/28/2037         4.56
LEHMAN BROS HLDG      7.00%     1/31/2038         9.00
LEHMAN BROS HLDG      7.00%      2/1/2038         7.75
LEHMAN BROS HLDG      7.00%      2/7/2038        10.13
LEHMAN BROS HLDG      7.00%      2/8/2038         6.00
LEHMAN BROS HLDG      7.00%     4/22/2038         7.00
LEHMAN BROS HLDG      7.10%     3/25/2038         7.25
LEHMAN BROS HLDG      7.25%     2/27/2038         6.00
LEHMAN BROS HLDG      7.25%     4/29/2038         8.75
LEHMAN BROS HLDG      7.35%      5/6/2038         9.00
LEHMAN BROS HLDG      7.73%    10/15/2023         5.83
LEHMAN BROS HLDG      7.88%     8/15/2010        11.00
LEHMAN BROS HLDG      8.05%     1/15/2019         5.06
LEHMAN BROS HLDG      8.50%      8/1/2015         7.90
LEHMAN BROS HLDG      8.50%     6/15/2022         8.09
LEHMAN BROS HLDG      8.80%      3/1/2015         9.50
LEHMAN BROS HLDG      8.92%     2/16/2017        10.00
LEHMAN BROS HLDG      9.50%    12/28/2022         6.20
LEHMAN BROS HLDG      9.50%     1/30/2023         4.13
LEHMAN BROS HLDG      9.50%     2/27/2023         9.00
LEHMAN BROS HLDG     10.00%     3/13/2023         6.00
LEHMAN BROS HLDG     11.00%    10/25/2017         3.75
LEHMAN BROS HLDG     11.00%     6/22/2022         7.75
LIFETIME BRANDS       4.75%     7/15/2011        43.50
LOCAL INSIGHT        11.00%     12/1/2017        20.25
MAGMA DESIGN          2.00%     5/15/2010        62.50
MAGNA ENTERTAINM      8.55%     6/15/2010        14.05
MAJESTIC STAR         9.50%    10/15/2010        31.25
MAJESTIC STAR         9.75%     1/15/2011         9.00
MANDALAY RESORT       6.38%    12/15/2011        52.00
MANDALAY RESORT       6.50%     7/31/2009        83.16
MANDALAY RESORTS      9.38%     2/15/2010        39.00
MASHANTUCKET PEQ      8.50%    11/15/2015        20.25
MASONITE CORP        11.00%      4/6/2015         2.50
MEDIANEWS GROUP       6.38%      4/1/2014        99.98
MERCER INTL INC       9.25%     2/15/2013        26.50
MERISANT CO           9.50%     7/15/2013         2.06
MERIX CORP            4.00%     5/15/2013        25.56
METALDYNE CORP       11.00%     6/15/2012        10.00
MFCCN-CALL05/09       5.00%     5/15/2015        75.91
MFCCN-CALL05/09       5.00%     5/15/2015        75.91
MFCCN-CALL05/09       5.00%     5/15/2015       100.00
MFCCN-CALL05/09       5.05%     5/15/2015        76.15
MGM MIRAGE            6.00%     10/1/2009        72.80
MGM MIRAGE            6.75%      9/1/2012        50.00
MGM MIRAGE            8.38%      2/1/2011        27.35
MGM MIRAGE            8.50%     9/15/2010        61.50
MILACRON ESCROW      11.50%     5/15/2011        20.50
MILLENNIUM AMER       7.63%    11/15/2026         2.25
MOHEGAN TRIBAL        6.38%     7/15/2009        93.25
MOHEGAN TRIBAL        8.38%      7/1/2011        40.50
MOMENTIVE PERFOR      9.75%     12/1/2014        33.50
MOMENTIVE PERFOR     11.50%     12/1/2016        21.00
MORRIS PUBLISH        7.00%      8/1/2013         5.00
MRCY-CALL05/09        2.00%      5/1/2024        99.70
MTR GAMING GROUP      9.00%      6/1/2012        46.25
MTR GAMING GROUP      9.75%      4/1/2010        75.50
NATL FINANCIAL        0.75%      2/1/2012        38.00
NCI BLDG SYSTEMS      2.13%    11/15/2024        71.00
NEENAH FOUNDRY        9.50%      1/1/2017        26.00
NEFF CORP            10.00%      6/1/2015        22.00
NELNET INC            5.13%      6/1/2010        64.50
NETWORK COMMUNIC     10.75%     12/1/2013        15.00
NEW PLAN EXCEL        4.50%      2/1/2011        55.25
NEW PLAN EXCEL        5.13%     9/15/2012        54.00
NEW PLAN EXCEL        7.40%     9/15/2009        89.51
NEW PLAN EXCEL        7.50%     7/30/2029        12.26
NEW PLAN REALTY       6.90%     2/15/2028         8.00
NEW PLAN REALTY       7.68%     11/2/2026         7.00
NEW PLAN REALTY       7.97%     8/14/2026        16.00
NEWPAGE CORP         10.00%      5/1/2012        43.25
NEWPAGE CORP         12.00%      5/1/2013        23.63
NORTEK INC            8.50%      9/1/2014        21.00
NORTH ATL TRADNG      9.25%      3/1/2012        19.96
NTK HOLDINGS INC      0.00%      3/1/2014        11.50
PACKAGING DYNAMI     10.00%      5/1/2016        30.75
PALM HARBOR           3.25%     5/15/2024        29.50
PANOLAM INDUSTRI     10.75%     10/1/2013         5.00
PARK PLACE ENT        7.50%      9/1/2009        71.31
PARK PLACE ENT        7.88%     3/15/2010        50.00
PARK PLACE ENT        8.13%     5/15/2011        41.50
PENHALL INTL         12.00%      8/1/2014        36.00
PHH CORP              6.45%     4/15/2010        70.00
PLY GEM INDS          9.00%     2/15/2012        24.00
POTLATCH CORP        12.50%     12/1/2009       104.75
POWERWAVE TECH        1.88%    11/15/2024        37.00
POWERWAVE TECH        3.88%     10/1/2027        22.69
PRIMUS TELECOM        3.75%     9/15/2010         2.63
PRIMUS TELECOM        8.00%     1/15/2014         4.50
PRIMUS TELECOMM      14.25%     5/20/2011        37.00
QUALITY DISTRIBU      9.00%    11/15/2010        39.00
QUANTUM CORP          4.38%      8/1/2010        64.00
RADIAN GROUP          7.75%      6/1/2011        50.00
RADIO ONE INC         6.38%     2/15/2013        18.00
RADIO ONE INC         8.88%      7/1/2011        26.00
RAFAELLA APPAREL     11.25%     6/15/2011        16.75
RAIT FINANCIAL        6.88%     4/15/2027        27.28
RATHGIBSON INC       11.25%     2/15/2014        23.25
RAYOVAC CORP          8.50%     10/1/2013        11.11
READER'S DIGEST       9.00%     2/15/2017         1.01
REALOGY CORP         10.50%     4/15/2014        32.00
REALOGY CORP         12.38%     4/15/2015        25.50
REALOGY CORP         12.38%     4/15/2015        25.25
RENTECH INC           4.00%     4/15/2013        28.20
RESIDENTIAL CAP       8.00%     2/22/2011        42.00
RESIDENTIAL CAP       8.38%     6/30/2010        52.00
RESIDENTIAL CAP       8.50%      6/1/2012        16.93
RESIDENTIAL CAP       8.50%     4/17/2013        24.00
RESIDENTIAL CAP       8.50%     5/15/2010        76.25
RESTAURANT CO        10.00%     10/1/2013        45.00
RH DONNELLEY          6.88%     1/15/2013         6.00
RH DONNELLEY          6.88%     1/15/2013         5.50
RH DONNELLEY          6.88%     1/15/2013         5.50
RH DONNELLEY          8.88%     1/15/2016         6.00
RH DONNELLEY          8.88%    10/15/2017         6.63
RH DONNELLEY INC     11.75%     5/15/2015        18.25
RICHARDSON ELEC       7.75%    12/15/2011        39.00
RITE AID CORP         6.88%     8/15/2013        55.20
RITE AID CORP         8.13%      5/1/2010        20.00
RIVER ROCK ENT        9.75%     11/1/2011        55.25
RJ TOWER CORP        12.00%      6/1/2013         1.00
ROTECH HEALTHCA       9.50%      4/1/2012        15.75
SALEM COMM HLDG       7.75%    12/15/2010        30.50
SECURUS TECH         11.00%      9/1/2011        66.00
SEQUA CORP           11.75%     12/1/2015        18.25
SIMMONS BEDDING       7.88%     1/15/2014        15.75
SINCLAIR BROAD        3.00%     5/15/2027        56.50
SINCLAIR BROAD        6.00%     9/15/2012        29.00
SIRIUS SATELLITE      3.25%    10/15/2011        47.38
SIX FLAGS INC         4.50%     5/15/2015        14.75
SIX FLAGS INC         8.88%      2/1/2010        20.00
SIX FLAGS INC         9.63%      6/1/2014        15.00
SIX FLAGS INC         9.75%     4/15/2013        12.00
SMURFIT-STONE         8.00%     3/15/2017        16.50
SNOQUALMIE            9.13%      2/1/2015        33.88
SONIC AUTOMOTIVE      8.63%     8/15/2013        42.50
SPACEHAB INC          5.50%    10/15/2010        58.10
SPANSION LLC          2.25%     6/15/2016         0.81
SPECTRUM BRANDS       7.38%      2/1/2015        29.00
SPECTRUM BRANDS      12.50%     10/2/2013        26.50
SPHERIS INC          11.00%    12/15/2012        37.50
STALLION OILFIEL      9.75%      2/1/2015        18.00
STANDARD MTR          6.75%     7/15/2009        84.75
STANLEY-MARTIN        9.75%     8/15/2015        33.38
STATION CASINOS       6.00%      4/1/2012        35.50
STATION CASINOS       6.50%      2/1/2014         3.88
STATION CASINOS       6.63%     3/15/2018         3.88
STATION CASINOS       6.88%      3/1/2016         3.97
STONE CONTAINER       8.38%      7/1/2012        15.50
STONE ENERGY          8.25%    12/15/2011        52.50
SWIFT TRANS CO       12.50%     5/15/2017        29.13
TEKNI-PLEX INC       12.75%     6/15/2010        72.75
TENNECO AUTOMOT       8.63%    11/15/2014        28.00
THORNBURG MTG         8.00%     5/15/2013         3.95
TIMES MIRROR CO       6.61%     9/15/2027         2.60
TIMES MIRROR CO       7.25%      3/1/2013         3.00
TIMES MIRROR CO       7.25%    11/15/2096         3.50
TIMES MIRROR CO       7.50%      7/1/2023         3.05
TOUSA INC             9.00%      7/1/2010         2.00
TOYS R US             7.63%      8/1/2011        64.00
TOYS R US DEL         8.75%      9/1/2021        15.00
TRANS-LUX CORP        8.25%      3/1/2012        25.10
TRANSMERIDIAN EX     12.00%    12/15/2010         6.50
TRIBUNE CO            4.88%     8/15/2010         4.75
TRIBUNE CO            5.25%     8/15/2015         5.00
TRIBUNE CO            5.67%     12/8/2008         2.50
TRICO MARINE          3.00%     1/15/2027        17.55
TRICO MARINE SER      6.50%     5/15/2028        30.75
TRONOX WORLDWIDE      9.50%     12/1/2012        16.00
TRUMP ENTERTNMNT      8.50%      6/1/2015         8.00
TUBE CITY IMS         9.75%      2/1/2015        21.50
UAL CORP              4.50%     6/30/2021        41.88
UAL CORP              5.00%      2/1/2021        47.00
UNISYS CORP           6.88%     3/15/2010        64.00
UNISYS CORP           8.00%    10/15/2012        40.00
UNISYS CORP           8.50%    10/15/2015        39.94
UNITED COMPONENT      9.38%     6/15/2013        41.50
UNIV CITY FL HLD      8.38%      5/1/2010        60.00
US LEASING INTL       6.00%      9/6/2011        45.00
USFREIGHTWAYS         8.50%     4/15/2010        39.00
VERASUN ENERGY        9.38%      6/1/2017         5.00
VERENIUM CORP         5.50%      4/1/2027        15.00
VERSO PAPER          11.38%      8/1/2016        21.00
VIASYSTEMS INC       10.50%     1/15/2011        65.00
VICORP RESTAURNT     10.50%     4/15/2011         3.00
VION PHARM INC        7.75%     2/15/2012        21.50
VISTEON CORP          7.00%     3/10/2014         5.50
VISTEON CORP         12.25%    12/31/2016         5.00
VOUGHT AIRCRAFT       8.00%     7/15/2011        39.75
WASH MUT BANK FA      6.88%     6/15/2011         0.01
WASH MUT BANK NV      5.55%     6/16/2010        17.75
WASH MUTUAL INC       4.20%     1/15/2010        80.00
WASH MUTUAL INC       8.25%      4/1/2010        49.00
WCI COMMUNITIES       4.00%      8/5/2023         0.39
WCI COMMUNITIES       6.63%     3/15/2015         2.00
WCI COMMUNITIES       7.88%     10/1/2013         1.00
WII COMPONENTS       10.00%     2/15/2012        45.00
WILLIAM LYONS         7.50%     2/15/2014        14.75
WILLIAM LYONS         7.63%    12/15/2012        13.25
WILLIAM LYONS        10.75%      4/1/2013        15.00
XM SATELLITE          9.75%      5/1/2014        31.00
XM SATELLITE         13.00%      8/1/2013        46.50

                            *********

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 ***