TCR_Public/090413.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 13, 2009, Vol. 13, No. 101

                            Headlines


11500 LLC: Wants Access to Cash Generated by Office Property
11500 LLC: Wants to Hire McDowell Rice as Bankruptcy Counsel
180 SPORTS: Files for Chapter 11 Bankruptcy Protection
419 J LLC: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Lenders Extend Reversion Date to April 14

ACOUSTICAL CONCEPTS: Voluntary Chapter 11 Case Summary
ALLEN SYSTEMS: Moody's Downgrades Corporate Family Rating to 'B3'
AMERICAN FIBERS: Wants Plan Filing Period Extended to July 20
ARLINGTON RIDGE: Chapter 11 Plan Declared Effective March 27
ARTISTDIRECT INC: Expects to File 2008 Annual Report This Week

ARTISTDIRECT INC: To Acquire MediaSentry for $936,000
ATLAS PIPELINE: NOARK Sale Won't Affect S&P's 'B' Rating
AVENTINE RENEWABLE: Unsec. Creditors to Provide $30-Mil. DIP Loan
AVENTINE RENEWABLE: Moody's Downgrades Corp. Family Rating to 'C'
BAJA TILE: Voluntary Chapter 11 Case Summary

BEAR STEARNS: Judge Declines to Delay Arbitration over Hedge Funds
BERNARD L. MADOFF: Trustee Seeks $150 Million from Gibraltar Bank
BERNARD L. MADOFF: Judge Won't Block Forced Bankruptcy Filing
BLACK OAK: Voluntary Chapter 11 Case Summary
BLOCKBUSTER INC: Fitch Affirms 'CCC' Issuer Default Rating

BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
BRAY & GILLESPIE: Files Amended Plan and Disclosure Statement
BSML INC: Expects to File 2008 Annual Report This Week
BSML INC: Obtains Four-Year $2.5 Million Asset-Based Loan
CAPE FEAR BANK: N.C. Regulators Appoint FDIC as Receiver

CELIA VASQUEZ: Voluntary Chapter 11 Case Summary
CELL THERAPEUTICS: Releases February Financial Report for CONSOB
CELL THERAPEUTICS: To Issue $150MM in Securities to Raise Funds
CENTEX CORP: Directors OK Definitive Merger Agreement With Pulte
CHARTER COMMUNICATIONS: Inks Surety Bond Program with Travelers

CHARTER COMMUNICATIONS: Parties Balk At Cash Collateral Motion
CHARTER COMMUNICATIONS: Seeks to Limit Securities Trading
CHARTER COMMUNICATIONS: To Protect 2nd, 3rd Lien Lenders' Interest
CHEMTURA CORP: Court Restricts Transfers of Common Stock
CHRYSLER LLC: Lenders Exchange Proposals with Treasury

CHUKCHANSI ECONOMIC: S&P Gives Negative Outlook; Keeps B+ Rating
CITIGROUP INC: RiskMetrics Opposes Re-Election of 4 Directors
CLIFFS NATURAL: Cuts Production at West Virginia, Alabama Sites
CMP SUSQUEHANNA: S&P Downgrades Corporate Credit Rating to 'SD'
COMMERCIAL VEHICLE: Liquidity Concerns Cue S&P's Junk Rating

CONSECO INC: Otter Creek Wants Own President Appointed to Board
CONSECO INC: Pays $700,000 in Bonuses to 4 Execs; CEO Gets Zilch
CONSTELLATION BRANDS: Posts $46MM Net Loss for Fiscal Q4 2009
CONTINENTAL AIRLINES: Fitch Affirms Airport Revenue Bonds at 'B-'
COREL CORP: Posts $1.5MM Net Loss for 2009 First Quarter

COUNTRY COACH: Will Lay Off 460 Workers, To Hire 110
CRUSADER ENERGY: Alpine Seeks to Move Bankruptcy Case to Oklahoma
CULPEPER CROSSROADS: Lender Holding Foreclosure Sale on April 28
DAIRY REPLACEMENTS: Voluntary Chapter 11 Case Summary
DAVID SOLOMONT: Files for Chapter 11 Bankruptcy Protection

DAYTON SUPERIOR: Faces April 20 Deadline to Seek Buyer
DECODE GENETICS: Explores Sale of U.S. Unit; Warns of Bankruptcy
DELTA MUTUAL: Anticipates Filing 2008 Annual Report This Week
DHP HOLDINGS: Wants to Retain Great American Group as Auctioneer
DIOBEX INC: Lays Off Workers, Will Sell Asset

DIVERSIFIED ASSET: Fitch Cuts Ratings on $30 Mil. Notes to 'CC'
DWAINE SCHIFFER: Voluntary Chapter 11 Case Summary
DYNEGY HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'
EBRO REAL ESTATE: Voluntary Chapter 11 Case Summary
ECLIPSE AVIATION: Eclipse Jet to Offer Factory Repurchase Program

ENERGY PARTNERS: $38MM Under BofA Credit Facility Due Tomorrow
EWORLD COMPANIES: Rothman Law Firm to Liquidate Estate
EXACT SCIENCES: Dec. 31 Balance Sheet Upside-Down by $2.43MM
EXACT SCIENCES: Registers 1.37 Million Shares for Incentive Plan
FIRSTLIGHT POWER: Moody's Withdraws Liquidity Rating of SGL-2

FORD MOTOR: Debt Restructuring "Very Successful", Says DBRS
FORD MOTOR CREDIT: DBRS Comments on Debt Restructuring
G.I. JOE'S: Fails to Find Buyer, Will Liquidate Assets
GANNETT CO: Exchange Offer Won't Affect Moody's 'Ba1' Rating
GENERAL MOTORS: Plan for Quick Bankruptcy Facing Hurdle

GENERAL MOTORS: Ad Hoc Committee to Block Bankruptcy Plan
GENERAL MOTORS: S&P Cuts revolving credit facility rating to CCC-
GENTIVA HEALTH: No Board Reelection Won't Move S&P's 'B+' Rating
GEORGIA GULF: Annual Stockholders Meeting Slated for May 19
GEORGIA GULF: Early Bird Deadline Tomorrow for Exchange Offer

GEORGIA GULF: Fidelity Discloses 3.455% Equity Stake
GRAMERCY CAPITAL: Financial Covenants Removed From Wachovia Loan
GREENBRIER HOTEL: Court Okays Financing & Auction for Resort
HARMAN INTERNATIONAL: Moody's Downgrades Default Rating to 'B1'
HARVEST OIL: Prepetition Lenders Object to Cash Collateral Access

HENNING MORALES: Rothman Law Firm to Liquidate Estate
HERITAGE LAND: Credit Suisse Objects Cash Collateral Use
HERITAGE LAND: Wants Omni Management as Claims and Noticing Agent
IBIS RE: S&P Rates Class A & B Series 2009-1 Notes at Low-B
IL LUGANO: Files Chapter 11 Plan of Reorganization

IMPLANT SCIENCES: Has Until Tuesday to Access Blocked Account
IMPLANT SCIENCES: Settles Dispute on Accurel Buyout with Evans
INDALEX HOLDINGS: Secures $84.6 Million in DIP Financing
IRON HORSE: Court Converts Liquidation Case to Reorganization
J CREW: S&P Changes Outlook to Stable; Affirms 'BB-' Rating

JEFFERSON COUNTY: Syncora Says $138MM Payment Has Adverse Effect
KATHERINE VERDOLINI: Prepared to Sell Townhouse for $420,000
KATHRYN WALKER: Voluntary Chapter 11 Case Summary
KGC INC: Voluntary Chapter 11 Case Summary
KRATON POLYMERS: S&P Raises Corporate Credit Rating to 'B-'

LAMAR MEDIA: S&P Raises Issue-Level Rating on Securities to 'BB'
LAMAR ADVERTISING: Moody's Affirms 'Ba3' Corporate Family Rating
LEHMAN BROTHERS: Former Legal Officer Joins Patton Boggs
LEHMAN BROTHERS: London Court Recognizes U.S. Main Proceeding
LEVEL 3: Fitch Assigns 'BB-/RR1' Rating on $220 Mil. Tranche

LYONDELLBASELL: Increases Fixed-Cost Reduction Target to $700MM
MACROVISION SOLUTIONS: S&P Cuts Corporate Credit Rating to 'BB-'
MAGNA ENTERTAINMENT: Halsey Minor to Bid for Race Tracks
MAGNA ENTERTAINMENT: State Mulls Acquisition of Preakness Stakes
MAGNITUDE INFORMATION: Delivers Promissory Notes for $600,000 Loan

MAGNITUDE INFORMATION: Expects to File Annual Report This Week
MARK MOSES: Voluntary Chapter 11 Case Summary
MAURICE BRISCOE: Voluntary Chapter 11 Case Summary
MGM MIRAGE: Lenders Consent to $70MM Payment for CityCenter
MGM MIRAGE: Pens Term Sheet for New CEO Employment Agreement

MICRON TECHNOLOGY: Note Offering Won't Affect S&P's 'B' Rating
N AMERICAN SCIENTIFIC: Agrees to Purchase ClearPath for $400,000
NEW FRONTIER BANK: Colorado Regulators Appoint FDIC as Receivers
NEWARK GROUP: Gets Forbearance from Noteholders until May 31
NEWARK GROUP: Limited Waiver Cues S&P's Rating Cut to 'D'

NORTEL NETWORKS: To File Financial Reports with Court by June
NORTEL NETWORKS: Completes Sale of Layer 4-7 Business to Radware
NORTEL NETWORKS: Court Approves Incentive Plan for SLT Executives
NORTEL NETWORKS: Has Authority to Pay $4.9MM Under Pension Plan
NORTEL NETWORKS: Wants Chubb to Pay D&O Defense Costs

NORTH PORT: Wants Access to Cash Securing Loans with Fifth Third
NORTH PORT: Wants to Hire Stichter Riedel as Bankruptcy Counsel
NOVADEL PHARMA: Registers 8.9 Million Shares with the SEC
NOVADEL PHARMA: J.H. Cohn Expresses Going Concern Doubt
NJ AFFORDABLE: Founder Admits to $80-Mil. Real Estate Ponzi Scheme

PLY GEM: S&P Assigns 'CCC' Unsolicited Corporate Credit Ratting
PMH GROUP: Voluntary Chapter 11 Case Summary
PMI MORTGAGE: Fitch Downgrades IFS Rating to 'BB'
POLAROID CORP: Auction to Be Reopened for a Second Time
POWER EFFICIENCY: Faces Cash Crunch, Issues Bankruptcy Warning

PRINCE GEORGE'S COUNTY: Fitch Affirms 'CC' Rating on Bonds
PULTE HOMES: Directors OK Definitive Merger Agreement With Centex
PULTE HOMES: Fitch Affirms Issuer Default Rating at 'BB+'
PULTE HOMES: Moody's Reviews 'Ba3' Rating for Possible Downgrade
PULTE HOMES: S&P Puts 'BB' Senior Debt Rating on Negative Watch

QPC LASER: Bristol Won't Proceed with Sale of Collateral for Now
QPC LASER: Lintz Resigns as CFO and COO, But Keeps Board Seat
REDDY ICE: S&P Downgrades Corporate Credit Rating to 'B'
REGENT COMMUNICATIONS: S&P Junks Corporate Credit Rating From B-
RELIANCE INTERMEDIATE: Moody's Withdraws 'Ba2' Rating on Financing

REVLON INC: Board Adds Ann Jordan, Increases Directors to 12
RITE AID: Board Approves 2010 Cash Bonus Plan Targets
RITE AID: Posts $2.9 Billion Net Loss for Fiscal 2009
RIVIERA HOLDINGS: Files Non-Material Amendment to 2008 Form 10-K
ROBBINS BROS: Bid Protocol Approved; May 5 Auction Sale Set

ROBBINS BROS: Files Schedules of Assets and Liabilities
ROKAYOZA INC: Voluntary Chapter 11 Case Summary
SALANDER-O'REILLY: Gallery Director Steven Harvey Pleads Guilty
SEEQPOD INC: Voluntary Chapter 11 Case Summary
SHINGLE SPRINGS: S&P Gives Negative Outlook; Affirms 'B' Rating

SILICON GRAPHICS: Protocol Limiting Trading In Securities Okayed
SILICON GRAPHICS: Wants Ropes & Gray as Bankruptcy Counsel
SILICON GRAPHICS: Wants Davis Polk as Special Corporate Counsel
SILICON GRAPHICS: Wants AlixPartners as Restructuring Advisors
SILICON GRAPHICS: Sec. 341(a) Meeting Set for April 24

SILICON GRAPHICS: Whippoorwill Sells Position in Open Market
SYNCORA HOLDINGS: $138MM Payment to Ala. County Has Adverse Effect
SYNCORA HOLDINGS: To Deregister Common and Preferred Shares
SYNERGY CONTRACTING: Voluntary Chapter 11 Case Summary
TAMACH AIRPORT MGR: HRC Fund to Auction Collateral on April 17

TIMOTHY SMITH: Voluntary Chapter 11 Case Summary
TRIPLE CROWN: 1st Lien Lenders Adjust Loan Maturity, Covenants
TRIPLE CROWN: 2nd Lien Lenders Move Loan Maturity to Dec. 2010
TRIPLE CROWN: Gabelli Entities Disclose 10.92% Equity Stake
TVI CORPORATION: Can Use $1.8MM of BB&T DIP Financing until May 1

TVI CORPORATION: Schedules and SOFA Filing Extended Until May 7
UNIPROP MANUFACTURED: Accepts Purchase Offer of Aztec Estates
UNITED GUARANTY: S&P Downgrades Counterparty Rating to 'BB-'
VERASUN ENERGY: Court Sets May 25 Deadline to File Proofs of Claim
VERTICAL COMPUTER: Collects Net Proceeds of $873,444 from Ross

VERTICAL COMPUTER: Expects to File 2008 Annual Report This Week
VIASYSTEMS INC: S&P Affirms Corporate Credit Rating at 'B+'
VITRO DEVELOPERS: Claron Lion to Auction Orbis Assets on April 23
WICHITA: S&P Affirms 'B' Rating on 1995 Bonds
WILLIAM STACK: Voluntary Chapter 11 Case Summary

XERIUM TECHNOLOGIES: Has 18 More Months to Regain NYSE Compliance
XERIUM TECHNOLOGIES: O'Donnell to Step Down as EVP and CFO in May
ZOUNDS INC: Wants Schedules & SOFA Filing Extended Until April 29
ZYNEX INC: Marquette Healthcare Waives Covenant Breaches

* Hoover's Says Number of U.S. IPOs Decreased 83% from Q1 2008
* 271 U.S. Auto Dealers Collapse in First Quarter 2009
* Failed Banks Now Total 23 as 2 Banks from Colorado & N.C. Shut

* Cadwalader Hired by Treasury for Advice on Auto Industry

* BOND PRICING -- For Week From April 6 to April 10, 2009


                            *********


11500 LLC: Wants Access to Cash Generated by Office Property
------------------------------------------------------------
11500, LLC, asks permission from the U.S. Bankruptcy Court for the
Western District of Missouri to use rent, profit and income from
its property, in the interim period prior to the filing of a
proposed Chapter 11 plan of reorganization.

The Debtor is the owner of an office property, formerly known as
TWA Administrative Center, located at 11500 Ambassador Drive, in
Kansas City, Missouri.  The office building has four above-ground
floors and one below ground, which was built in 1971 and renovated
in 2006.  Including common area space, the office building will
have nearly 500,000 square feet of rentable area on 24.5 acres,
with surface level parking for 1,700 vehicles.

Toolco Real Estate, LLC, claims to hold a security interest in the
rents, income or proceeds received by Debtor from leasing office
space in the property, and claims the right to collect the rents
from the Property.  Toolco claims to be the holder of a Promissory
Note dated March 10, 2008, executed in favor of Columbian Bank and
Trust Company in the original principal amount of $18,000,000,
secured by deeds of trust on the property and assignments of rent.
Toolco alleges that the Ewing Marion Kaufman Foundation purchased
the loan from the FDIC in December 2008, and received assignment
of the deeds of trust and assignments of rents, and thereafter
assigned its interests to its subsidiary, Winders Lake Holdings,
LLC, which assigned its interests to its subsidiary, Toolco.

The Debtor relates that the turnover or escrow of the rents would
prevent the Debtor from maintaining the property and providing
service to the tenants in the ordinary course of business and
result in loss and diminution of the estate.

The Debtor also relates that Toolco's interests are adequately
protected by the extension of its interest to future rents and by
the overall value of the property.  The property's value is well
in excess of the debt against it.  The property was appraised to
have a market value "as is" of $27,000,000 as of Sept. 5, 2007,
and a prospective market value upon stabilization in October 2010,
assuming 15% vacancy, of $32,000,000.

The Debtor adds that Toolco's claimed interest in rents will be
adequately protected by a replacement lien of equal value in
future rents, which constitutes a replacement lien of equal value.

The rental stream and other revenues of approximately $157,000 per
month is substantially in excess of what is expected to be needed
to pay the expenses of maintenance and operation of the office
building in the ordinary course.  The Debtor has projected that
the monthly expenses will be approximately $101,450, including a
$16,000 monthly reserve for real estate taxes and $5,200 per month
for insurance.

                             11500, LLC
                        CASH FLOW ESTIMATES
                    APRIL 1 THRU APRIL 30, 2009

REVENUES

  RENT-11500 LESSEE, LLC                        $142,670
  RENT-HOY                                           727
  UTILITY REIMBURSEMENTS-AETNA                   $13,785

         TOTAL REVENUES                         $157,182

EXPENSES
  PAYROLL                                        $20,000
  INSURANCE                                       $5,200
  BUILDING REPAIRS                               $20,000
  CLEANING                                        $7,000
  OFFICE SUPPLIES                                 $2,500
  TELEPHONE                                         $750
  UTILITIES                                      $22,000
  TRAVEL                                          $3,000
  REAL ESTATE PROPERTY TAX RESERVE               $16,000
  ACCOUNTING SERVICES                             $5,000

         TOTAL EXPENSES                         $101,450

ESTIMATED CASH FLOW                              $55,732
                                               =========

                         About 11500, LLC

Colorado Springs, Colorado-based 11500, LLC, filed for Chapter 11
protection on March 30, 2009 (Bankr. W. D. Mo. Case No. 09-41367).
Donald G. Scott, Esq., at McDowell Rice Smith & Buchanan
represents the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed assets and debts of $10
million to $50 million.


11500 LLC: Wants to Hire McDowell Rice as Bankruptcy Counsel
------------------------------------------------------------
11500, LLC, asks for permission from the U.S. Bankruptcy Court for
the Western District of Missouri to employ McDowell, Rice, Smith &
Buchanan, P.C., as counsel.

MRS&B will:

   a. represent the Debtor in all phases of its bankruptcy
      proceedings; and

   b. perform all other legal services for and on the Debtor's
      behalf which may be necessary or appropriate in association
      with the administration of this case and the reorganization
      of the bankruptcy estate.

Donald G. Scott, a shareholder and officer of MRS&B, tells the
Court that the hourly rates of professionals working in this case
are:

     Shareholders           $150 - $425
     Associates             $135 - $180
     Paralegals              $50 - $95

Mr. Scott adds that MRS&B received a $50,000 retainer from Debtor.

The Debtor proposes that commencing with the date from which the
Court approves employment, MRS&B will be entitled to compensation
of 80% of all fees for professional services rendered and 100% of
all charges for actual and necessary out-of-pocket expenses
incurred by MRS&B on a monthly basis.  The unfunded 20% of all
fees for professional services will not be paid unless and until
the entry of orders of the Court allowing the interim fee
applications.

Mr. Scott assures the Court that MRS&B is a disinterested person
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Scott can be reached at:

     McDowell, Rice, Smith & Buchanan, P.C.
     605 West 47th Street, Suite 350
     Kansas City, MO 64112

                         About 11500, LLC

Colorado Springs, Colorado-based 11500, LLC, filed for Chapter 11
protection on March 30, 2009 (Bankr. W. D. Mo. Case No. 09-41367).
Donald G. Scott, Esq., at McDowell Rice Smith & Buchanan
represents the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed assets of $10 million to
$50 million and debts of $10 million to $50 million.


180 SPORTS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
News Sentinel reports that 180 Sports & Fitness LP has filed for
Chapter 11 bankruptcy protection.

Court documents say that 180 Sports listed assets and debts
ranging $1 million to $10 million.

According to News Sentinel, creditors with secured claims against
180 Sports totaling $1.3 million include:

     -- Bear Stearns Commercial Mortgage Inc.,
     -- the Internal Revenue Service, and
     -- the U.S. Small Business Administration.

News Sentinel states that the largest unsecured creditors include:

     -- Host Communications,
     -- Kelsan,
     -- KUB,
     -- Lamar Advertising,
     -- Lowe's,
     -- Performance Training, and
     -- Fitness Marketing Systems.

180 Sports said, "The current economic climate has made it
extremely tough and challenging for businesses everywhere -- from
mega corporations like General Motors to the very small businesses
that contribute so much to the American economy.  As a result of
the failing economy, many of our third party vendors and service
providers have instituted significant price increases to offset
their slowdown in business.  Quite simply, the cost of doing
business has increased significantly while we were in the midst of
our growth curve.  That, combined with the economic meltdown, has
caused us to make some tough, but necessary decisions for the
long-term benefit of the business."

180 Sports & Fitness LP opened as a gym/sports complex in 2006
when two former Court South employees acquired the Bally Total
Fitness Center on Kirby Road and changed the name.


419 J LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 419 J LLC
        419 J Street
        Sacramento, CA 95814

Bankruptcy Case No.: 09-25671

Chapter 11 Petition Date: March 30, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: W. Austin Cooper, Esq.
                  W. Austin Cooper, a Professional Corporation
                  2525 Natomas Park Dr #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/caeb09-25671.pdf

The petition was signed by Erdhad Ali, president of the Company.


ABITIBIBOWATER INC: Lenders Extend Reversion Date to April 14
-------------------------------------------------------------
AbitibiBowater Inc., Bowater Incorporated, Bowater Newsprint South
LLC, each a wholly-owned subsidiary of AbitibiBowater, and certain
subsidiaries of Bowater and Newsprint South, on March 23, 2009,
entered into a letter agreement modifying Bowater's U.S. and
Canadian credit agreements to extend the dates for certain
scheduled reductions of (i) the outstanding over-advance permitted
by each Credit Agreement, (ii) the maximum amount of foreign
accounts receivable included in the borrowing base of each Credit
Agreement, and (iii) the aggregate lender commitment amount under
each Credit Agreement.  Pursuant to the March 23 letter agreement,
the date of certain of the reductions was extended to a date that
is no later than April 3, 2009.

The same parties entered into additional letter agreements on each
of March 31, 2009 and April 6, 2009, modifying the Credit
Agreements to, among other things, (i) further extend the
Reversion Date to April 6, 2009 and then to April 14, 2009, (ii)
extend the date of certain reductions of the outstanding
overadvance permitted by each Credit Agreement, scheduled for
February 28, 2009, and March 31, 2009, to the Reversion Date,
(iii) extend the required delivery date for certain audited
financial statements and the corresponding accountant's
certificate for the fiscal year ended December 31, 2008 to the
Reversion Date, and (iv) exclude from the borrowing base certain
foreign accounts receivable.

Pursuant to the March 31, 2009 letter agreement, Bowater agreed to
pay a consent fee to each consenting lender -- other than those
lenders that consented to the March 23, 2009 letter agreement --
in an amount equal to 50 basis points times the lender's
commitment under each Credit Agreement.  Pursuant to the April 6,
2009 letter agreement, Bowater agreed to pay a consent fee to each
consenting lender in an amount equal to 25 basis points times such
lender's commitment under each Credit Agreement.

Except as modified by the letter agreements, other material terms
and conditions of the Credit Agreements remain in full force and
effect.

                    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.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

                          *     *     *

On March 13, 2009, AbitibiBowater Inc. and its Abitibi-
Consolidated Inc. subsidiary commenced a recapitalization proposal
which is intended to, among other things, reduce the Company's net
debt by approximately $2.4 billion, lower its annual interest
expense by approximately $162 million and raise approximately $350
million through the issuance of new notes of ACI and common stock
and warrants of the Company.  The Recapitalization is proposed to
be implemented as part of a plan of arrangement, which was filed
in connection with an application for an interim order with the
Commercial Division of the Superior Court of Quebec in Montreal on
March 13 pursuant to section 192 of the Canada Business
Corporations Act.  The Court granted an interim order on March 13,
which included a stay of proceedings in favor of ACI and certain
of its affiliates.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action, according to
Moody's, was prompted by AbitibiBowater's weakened liquidity
position and the deteriorating economic and industry conditions.
"The Caa3 corporate family ratings of Abitibi and Bowater reflect
a heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment."  The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


ACOUSTICAL CONCEPTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Acoustical Concepts, Inc.
        9410 Kirby Drive
        Houston, TX 77054-2521

Bankruptcy Case No.: 09-32009

Chapter 11 Petition Date:  March 30, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Suite 2820
                  Eleven Greenway Plaza
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax : 713-961-0941
                  Email: pjlawecf@pjlaw.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/txsb09-32009.pdf

The petition was signed by Michael William S. Moore, II, president
of the Company.


ALLEN SYSTEMS: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Allen Systems Group, Inc.'s
corporate family rating to B3 from B1 and changed the rating
outlook to developing.  Concurrently, Moody's also lowered its
probability of default rating to Caa1 from B2, and its senior
secured credit facility ratings to B3 from B1.

The downgrades are based on Moody's increased concerns about the
ASG's ability to meet the terms of the amendment and waiver
agreements for the company's senior secured credit facility.  In
June 2008, Moody's placed ASG's ratings under review for possible
downgrade following the company's violation of certain non-
financial covenants under its bank credit agreement.
Subsequently, ASG had secured a series of amendments / waivers,
which set forth certain agreements for the company to repay a
sizeable portion of its senior secured credit facility with
proceeds from a new subordinated debt issuance, which has not yet
occurred.  While ASG continues to negotiate with its lenders
regarding its non-compliance with the amendment agreements,
Moody's remains very concerned over the company's ability to
execute its subordinated debt issuance given the very challenging
credit markets.  Additionally, the downgrade also reflects ASG's
weaker than expected financial results for the quarter ended
December 2008 and Moody's concern that credit protection metrics
could weaken over the near-term, particularly given the more
challenging macro environment and the company's elevated debt
service requirements.  Specifically, ASG is now facing higher
interest payments on its senior secured credit facility due to
increased margin rates as stipulated in its credit facility
amendment and waiver agreements.

The developing outlook for ASG reflects the uncertainty
surrounding the company's ability to access the capital markets to
satisfy the terms of its amendment agreement.  Resolution of the
outlook will depend upon ASG's ability to satisfy the terms of its
existing amendment agreements or its ability to modify its
existing requirements.  To the extent that ASG can successfully
resolve its non-compliance situation with its amendment and waiver
agreements, Moody's could consider revising the company's ratings
or outlook upwards.

These ratings were downgraded:

  -- Corporate Family Rating to B3 from B1

  -- Probability of Default Rating to Caa1 from B2

  -- $45 million senior secured revolving credit facility to B3
     (LGD3, 31%) from B1 (LGD3, 30%)

  -- $295 million senior secured term loan B3 (LGD3, 31%) from B1
     (LGD3, 30%)

The last rating action for ASG was on June 10, 2008, when Moody's
placed the company's ratings on review for possible downgrade.

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

Allen Systems Group, Inc. is a privately-held provider of
enterprise management software solutions used by IT departments of
enterprise customers to automate tasks, manage content, and
monitor performance of their infrastructure across mainframe and
distributed computing environments.  The company generated
approximately $300 million in revenues for FY 2008.


AMERICAN FIBERS: Wants Plan Filing Period Extended to July 20
-------------------------------------------------------------
AFY Holding Company and its wholly owned subsidiary, American
Fibers and Yarns Company ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
Chapter 11 plan and to solicit acceptances of a plan to July 20,
2009, and September 16, 2009, respectively.

This is the Debtors' second request for an extension of their
exclusive periods.  As first extended, the Debtors exclusive
periods to file a plan and solicit acceptances of a plan expires
on April 21, 2009, and June 18, 2009, respectively.

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

                       About American Fibers

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

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

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


ARLINGTON RIDGE: Chapter 11 Plan Declared Effective March 27
------------------------------------------------------------
Arlington Ridge LLC and its debtor subsidiaries' Amended Joint
Chapter 11 Plan was declared effective on March 27, 2009.

As reported in the Troubled Company Reporter on March 24, 2009,
the U.S. Bankruptcy Court for the Middle District of Florida
confirmed the Debtors' Amended Joint Chapter 11 Plan of
Reorganization dated January 14, 2009, and all its modifications.

As reported on January 27, 2009, the Plan contemplated the wind-
down of the Debtors' business operations and the transfer of most
of the Debtors' real estate and any related permits and
entitlements, to Wachovia Bank, the Debtors' principal secured
creditors.

The Plan, as amended, provided for the payment in full of the
general unsecured claims of all non-insider creditors.  It left
unimpaired the claims of the Arlington Ridge Community Development
District (CDD), a public entity created pursuant to the Florida
Statutes, and the claims of the Lake County Tax Collector for ad
valorem real property taxes.

A full-text copy of the disclosure statement explaining the
Amended Plan is available for free at:

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

A full-text copy of the Court's Plan confirmation order, signed
March 12, 2009, is available at:

  http://bankrupt.com/misc/ArlingtonRidge.ConfirmationOrder.pdf

                    About Arlington Ridge

Saint Petersburg, Florida-based Arlington Ridge LLC operates a
retirement community.  Arlington Ridge and its affiliates filed
for Chapter 11 protection on Oct. 8, 2008 (Bankr. M. D. Fla., Case
No. 08-15678).  Amy Denton Harris, Esq., Harley E. Riedel, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
represent the Debtors as counsel.  In its schedules, Arlington
listed total assets of $84,045 and total debts of $17,539,779.


ARTISTDIRECT INC: Expects to File 2008 Annual Report This Week
--------------------------------------------------------------
"Due to various factors, including the Company's debt
restructuring effective January 30, 2009, the Company has incurred
a delay in assembling the information required to be included in
its Annual Report on Form 10-K for the fiscal year ended December
31, 2008," ARTISTdirect, Inc., said in a regulatory filing with
the Securities and Exchange Commission.

The Company intends to file the Form 10-K within this week.

During the nine months ended September 30, 2008, the Company
recorded a charge to operations to reflect the write-off of
goodwill of $31,085,000, which will be reflected in the statement
of operations for the year ended December 31, 2008.  The Company
also experienced a substantial decrease in revenues and gross
profit, and a commensurate increase in loss from operations, in
2008 as compared to 2007.

                       About ARTISTdirect

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          *      *     *

At September 30, 2008, the Company's balance sheet showed total
assets of $9.3 million and total liabilities of $48.3 million,
resulting in a stockholders' deficit of $39.0 million.

For three months ended September 30, 2008, the Company reported
net loss of $9.2 million compared with net loss of $183,000 for
the same period in the previous year.  For nine months ended
September 30, 2008, the company posted net loss of $43.9 million
compared with net loss of $134,000 for the same period in the
previous year.

At September 30, 2008, the Company had a working capital
deficiency of $41.0 million, because of the classification of
senior secured notes payable and subordinated convertible notes
payable as current liabilities, the accrual of default interest on
the subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


ARTISTDIRECT INC: To Acquire MediaSentry for $936,000
-----------------------------------------------------
ARTISTdirect, Inc., and its wholly owned subsidiary,
MediaDefender, Inc., entered into an Asset Purchase Agreement to
which the Company through MDI agreed to purchase from SafeNet,
Inc., and MediaSentry, Inc., substantially all the assets of the
MediaSentry operating unit.

A full-text copy of the purchase agreement is available for free
at http://ResearchArchives.com/t/s?3b33

In connection with the acquisition, MDI acquired the receivables,
equipment and intellectual property of MediaSentry as well as
assumed substantially all the employees, offices and client
contracts relating to MediaSentry.

The MediaSentry unit provides comprehensive business and marketing
intelligence services for digital media measurement and services
to globally detect, track and deter the unauthorized distribution
of digital content.  The purchase price of the Acquired Assets was
$936,000 consisting of $136,000 in cash and a $800,000 one-year
promissory note of the Company.

The full-text of the promissory note of the Company is available
for free at http://ResearchArchives.com/t/s?3b34

"The combination of MediaDefender, the leader in Internet Piracy
Prevention (IPP) with Media Sentry, the leader in business and
marketing intelligence derived from P2P channels, creates a true
powerhouse in the field of intellectual property protection," said
Dimitri Villard, Chief Executive Officer of ARTISTdirect. "This
acquisition will enable MediaDefender to dramatically expand its
effectiveness by providing customers with a wide range of options
to meet the constantly evolving challenges in copyright protection
and enforcement."

                       About ARTISTdirect

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          *      *     *

At Sept. 30, 2008, the Company's balance sheet showed total assets
of $9.3 million and total liabilities of $48.3 million, resulting
in a stockholders' deficit of $39.0 million.

For three months ended Sept. 30, 2008, the Company reported net
loss of $9.2 million compared with net loss of $183,000 for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $43.9 million compared with
net loss of $134,000 for the same period in the previous year.

At Sept. 30, 2008, the Company had a working capital deficiency of
$41.0 million, because of the classification of senior secured
notes payable and subordinated convertible notes payable as
current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


ATLAS PIPELINE: NOARK Sale Won't Affect S&P's 'B' Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that midstream energy
master limited partnership Atlas Pipeline Partners L.P.'s (B/Watch
Neg/--) announcement that it has entered into a definitive
agreement to sell its NOARK interstate pipeline system to Spectra
Energy Partners L.P. for $300 million in cash will not immediately
affect the company's ratings or outlook at this time.

S&P views the pending sale, and the recently announced Appalachian
joint venture with The Williams Cos. (BBB-/Stable/
--), as supportive of credit due to its potential to reduce debt
and improve near-term liquidity.  When the company successfully
closes the NORAK sale and Appalachian joint venture, S&P will
reevaluate the effect that a reduction in debt may have on the
company's capital structure and covenant headroom, including the
implications the change could have on the senior secured and
unsecured recovery ratings, if any.  S&P will also assess the
effect these asset sales may have on S&P's view of Atlas's
business risk profile.  S&P expects the pending NOARK sale to
close in the second quarter of 2009.  The sale is subject to Hart-
Scott-Rodino approval.


AVENTINE RENEWABLE: Unsec. Creditors to Provide $30-Mil. DIP Loan
-----------------------------------------------------------------
Holders of 75% of the $300 million in unsecured notes issued by
Aventine Renewable Energy Holdings Inc. have offered to provide
the Company with debtor-in-possession financing.  The proposed
$30 million in DIP financing would entitle the noteholders to
liens that would knock the existing lenders down to second-lien
status, according to Bloomberg's Bill Rochelle.

According to Mr. Rochelle, Aventine received separate proposals
from the noteholders and existing bank lenders owed $40.3 million.
The Company turned down the offer by the banks, which is being led
by JPMorgan Chase, as administrative agent, because of higher
fees, the requirement to convert pre-bankruptcy debt into post-
filing debt and a "sale timeline" that would require "a forced
liquidation" at "distressed values."

The noteholders' loan isn't cheap, Mr. Rochelle, however, points
out.  The one-year credit carries a 16.5 percent annual interest
rate and a 3 percent origination fee.

The terms of the proposed DIP financing from the noteholders are:

   Borrowers     Aventine Renewable Energy Inc. and other
                 affiliated debtors

   Guarantors    Aventine Renewable Energy Holdings, Inc.,
                 Aventine Renewable Energy LLC, etc

   DIP Lenders   Brigade Leveraged Capital Structures Fund, Ltd.,
                 Nomura Corporate Research & Asset Management
                 Inc., Whitebox Hedged High Yield Partners, L.P.,
                 and Pandora Select Partners, L.P.

   DIP Agent     Whitebox Advisors


   Availability  A DIP term loan facility made available in a
                 maximum aggregate amount of up to $30 million

   Security      All amounts owing by the Debtors under the DIP
                 Facility will be secured by a first priority
                 priming security interest in, and lien on, all of
                 the assets of the Debtors.


   Interest
   Rate          The DIP Facility will accrue interest at a rate
                 equal to $16.5% per annum.  During an event of
                 default, the DIP facility will accrue interest at
                 an additional 5.0% per annum.

   Origination
   Fee           An origination fee equal to 3.0% of the maximum
                 aggregate principal amount of the DIP Facility
                 will be fully earned and due payable for the
                 ratable account of each DIP Lender at the closing
                 date.

   DIP Agent
   Fees          $100,000

Aside from the DIP financing that primes the liens granted to the
existing lenders, the Debtors are also requesting for the "non-
consensual usage of their lenders' cash collateral.

The Company argues that the banks are adequately protected even if
they are demoted to second-lien status.  Aventine asserts that the
existing lenders are adequately protected an equity cushion
because of the value of the collateral exceeds the aggregate
amount of the prepetition secured debt and the total amount of the
DIP financing. They say that the prepetition lenders have a
substantial equity cushion because the total value of their
prepetition collateral ($128 million) exceeds the amount of the
prepetition secured debt and the proposed DIP facility by $57.2
million.

Based on amounts paid in recent ethanol plant sales in the chapter
11 context, the Debtors believe that the going concern value their
operations would be at least $0.50 per gallon of production
capacity, which price may not fully take into account, among other
things, the geographic benefits they enjoy from the strategic
location of their plants in the hear of the Mid-West (Illinois and
Nebraska) and is well below the high end of consideration received
(on a price per gallon basis) recently for operating ethanol
facilities in the Chapter 11 context.  At their current operating
capacity of 207 million gallons per year, the Debtors have
determined that their plants, property and equipment have a value
of at least $104 million.

To the extent that further protection against diminution in the
value of the collateral resulting from their use of the cash
collateral is required, the Debtors have proposed an adequate
protection package, consisting of (a) replacement liens, a
superpriority administrative expense claim pursuant to Section
507(b) of the bankruptcy code, and payment of interest on the
prepetition secured debt.

A full text copy of the Term Sheet entered into by the Debtors and
the noteholders is available for free at:

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

At a hearing on April 9, Judge Kevin Gross approved the Debtors'
use of cash collateral through April 16, 2009, in accordance with
a budget.  The Court's order provided that the prepetition lenders
have consented to the Debtors' cash collateral use pending a
hearing on April 14, 2009.

The budget provides for these items:


                                       First Week
                                       ----------
   Total Receipts                     $12,700,000

   Disbursements
   Corn                                (7,200,000)
   Freight                             (2,200,000)
   Purchase Resale                     (1,300,000)
   Natural Gas                           (300,000)
   Payroll                               (200,000)
   Coal                                  (300,000)
   Other                               (1,100,000)
                                     ------------
                                     ($12,600,000)
                                     ------------
   Cash Flow                             $100,000
                                     ============

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets:AVRN) -- http://www.aventinerei.com/-- is a producer
and marketer of ethanol to many leading energy companies in the
United States.  In addition to ethanol, Aventine also produces
distillers grains, corn gluten meal, corn gluten feed, corn germ
and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of Dec. 31, 2008.


AVENTINE RENEWABLE: Moody's Downgrades Corp. Family Rating to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded Aventine Renewable Energy
Holdings, Inc.'s Corporate Family Rating to C from Ca and
Probability of Default Rating to D from Ca, following the
company's announcement that it filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware.  The ratings
will be withdrawn in the near future due to the bankruptcy.  These
summarizes the ratings:

Aventine Renewable Energy Holdings, Inc.

Ratings changes:

* Corporate Family Rating -- C from Ca
* Probability of Default Rating -- D from Ca

Ratings unchanged:

* $300mm Sr unsec notes due 2017 -- C (LGD5, 78%)
* Speculative grade liquidity rating - SGL-4
* Ratings outlook: negative

Moody's most recent announcement concerning the ratings for
Aventine was on March 16, 2009.  At that time, the CFR was
downgraded to Ca from Caa2 and the rating on the $300 million
senior unsecured notes due 2017 was downgraded to C from Caa3.
The downgrade followed the company's announcement that it owed its
construction contractor (and sub-contractors) of its two
incomplete ethanol plants $24.4 million plus certain costs and
expenses in connection with the early termination of the
construction contracts and reflected the decline in Aventine's
liquidity and uncertainty that the company would be able to meet
its financial obligations.  The ratings outlook remained negative.

Aventine is a U.S. producer and marketer of ethanol used as a
blending component for gasoline. The company produces ethanol and
co-products at its Pekin, Illinoi s wet milling and dry milling
plants, and its dry milling Aurora, Nebraska plant. Revenues for
the LTM ended December 31, 2008, were approximately $2.2 billion.


BAJA TILE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Baja Tile, Inc.
        2130 South Haven Avenue
        Ontario, CA 91761

Bankruptcy Case No.: 09-15953

Chapter 11 Petition Date: March 30, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Winfield S. Payne, III, Esq.
                  Winfield Payne and Associates
                  4308 Lime St.
                  Riverside, CA 92501
                  Tel: (951) 276-9300
                  Email: Wpaynelaw@aol.com

Total Assets:  $1,617,201

Total Debts:  $1,238,019

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

            http://bankrupt.com/misc/cacb09-15953.pdf

The petition was signed by Don Rapp, CEO of the Company.


BEAR STEARNS: Judge Declines to Delay Arbitration over Hedge Funds
------------------------------------------------------------------
A U.S. judge refused to delay a Financial Industry Regulatory
Authority arbitration over hedge funds run by two former Bear
Stearns Cos. managers until after their criminal trial, Patricia
Hurtado of Bloomberg News reported.

According to Bloomberg, U.S. District Judge Frederic Block in
Brooklyn, New York, denied on April 9 the request by U.S.
prosecutors to postpone the civil proceeding tied to the pending
trial of Ralph Cioffi and Matthew Tannin.  Prosecutors argued that
holding the arbitration before the trial might preview witnesses
and "compromise" the criminal case, Bloomberg said.

"The only 'prejudice' the court can discern is that allowing the
arbitration to go forward will result in the criminal defendants
having more information than they would otherwise be entitled to
at this stage," Judge Block said.

The report relates that RaceTrac Petroleum Inc. sought the
arbitration against Bear Stearns Security Corp. and Bear Stearns
Asset Management, hedge funds managed by Cioffi and Tannin.
Neither man was named as a defendant in the civil case, which
seeks to determine whether their conduct in managing the funds
amounted to securities fraud, Judge Block said.

Bear Stearns agreed to the prosecutors' request for a delay while
RaceTrac objected.

Bloomberg relates that Mr. Cioffi and Mr. Tannin were indicted in
June, charged with mail fraud and conspiracy in the first
prosecution stemming from a federal investigation of the mortgage-
market collapse. The implosion of New York-based Bear Stearns
helped trigger the credit crunch before the investment bank was
acquired by JPMorgan Chase & Co.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- is a leading financial
services firm serving governments, corporations, institutions
and individuals worldwide. The company's core business lines
include institutional equities, fixed income, investment
banking, global clearing services, asset management, and private
client services.  The company has approximately 14,000 employees
worldwide.

Stockholders of The Bear Stearns Companies Inc. approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.

The Federal Reserve Bank of New York facilitated the investment
bank's sale to J.P. Morgan Chase.  The Fed Reserve obtained
certain assets in the process.


BERNARD L. MADOFF: Trustee Seeks $150 Million from Gibraltar Bank
-----------------------------------------------------------------
The trustee appointed to liquidate Bernard L. Madoff Investment
Securities LLC is seeking $150 million transferred from the firm
to Banque Jacob Safra (Gibraltar) Ltd., the first such action
aimed at recovering assets withdrawn by a Madoff client.

Bloomberg News' Christopher Scinta and David Glovin report that
appointed under the Securities Investor Protection Act Irving
Picard, filed the lawsuit April 9 in U.S. Bankruptcy Court in New
York. The October transfer was for the benefit of British Virgin
Islands-based Vizcaya Partners Ltd., also named as a defendant.

"The Trustee seeks to set aside such transfer and preserve the
property for the benefit of BLMIS's defrauded customers,"
according to the complaint filed by Mr. Picard's lawyers at Baker
& Hostetler LLP.

Bloomberg points out that Mr. Picard is responsible for conducting
a broad investigation of Madoff's assets and actions.  According
to court papers, he intends to "pursue recovery from customers who
received preferences and/or payouts of fictitious profits to the
detriment of other defrauded customers whose money was consumed by
the Ponzi scheme". Mr. Picard has said he already recovered about
$1 billion to repay Madoff clients.

The report relates that, according to the complaint, the Vizcaya
account was opened on Dec. 21, 2001, by its custodian, Banque
Safra-France SA, and Vizcaya invested $327.2 million with Madoff
through 26 wire transfers to an account at JPMorgan Chase & Co. in
New York beginning in January 2002.

                   About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Judge Won't Block Forced Bankruptcy Filing
-------------------------------------------------------------
David Glovin of Bloomberg News reports that a federal judge ruled
that Bernard L. Madoff may be forced into personal bankruptcy to
ensure that all his assets are used to pay the investors he stole
from.

According to Bloomberg, on April 11, U.S. District Judge Louis
Stanton in New York turned aside objections from the U.S.
Securities and Exchange Commission and the Justice Department,
granting a request by victims of Madoff's Ponzi scheme.  Stanton
reversed his Dec. 18 ruling that prevented the investors from
filing a request to force Madoff into bankruptcy.

"The concern that appointment of a bankruptcy trustee will
increase administrative costs or delay recovery by victims is
speculative and outweighed by the benefits to Mr. Madoff's
victims.  A bankruptcy filing may enable creditors to reach Madoff
assets that aren't proceeds of his fraud," the judge said in a
four-page opinion.

The judge, according to the report, added that such a filing may
be helpful to investors who unwittingly bought into Madoff's Ponzi
scheme through so-called feeder funds.

The bankruptcy laws offer a "familiar, comprehensive" set of
statutes for investors seeking "his personal assets other than
those criminally forfeitable," Judge Stanton said.

The investors have yet to ask that Madoff be forced into
bankruptcy.  April 11's ruling means only that they may do so,
said Bloomberg.

                     About Bernard L. Madoff

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

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

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

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

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


BLACK OAK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Black Oak Ventures, LLC
        8265 Sierra College Blvd #314
        Roseville, CA 95661

Bankruptcy Case No.: 09-25535

Type of Business: Black Oak Ventures, LLC, is a single-asset real
                  estate debtor.

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Daniel L. Egan, Esq.
                  Wilte, Fleury, Hoffelt, Gould and Birney
                  400 Capitol Mall 22nd Fl
                  Sacramento, CA 95814
                  Tel: (916) 441-2430

Total Assets: $164,357

Total Debts: $2,957,645

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

            http://bankrupt.com/misc/caeb09-25535.pdf

The petition was signed by Bradley Beer, manager of the Company.


BLOCKBUSTER INC: Fitch Affirms 'CCC' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Blockbuster Inc.'s long-term Issuer
Default Rating at 'CCC' and expects to rate the amended
$250 million bank credit facility at 'B/RR2'.

In addition, Fitch takes these rating actions:

  -- $450 million bank credit facility upgraded to 'B/RR2' from
     'CCC+/RR3';

  -- $100 million term A loan upgraded to 'B/RR2' from 'CCC+/RR3';

  -- $550 million term B loan upgraded to 'B/RR2' from 'CCC+/RR3';

  -- $300 million senior subordinated notes downgraded to 'C/RR6'
     from 'CC/RR6'.

The Rating Outlook is Stable.  The company had approximately $818
million of debt outstanding as of Jan. 4, 2009.

The affirmation of the IDR reflects the company's leading market
position, strong brand recognition and operating strategy that has
improved the company's operating performance in 2008.  In
addition, the ratings consider BBI's improved liquidity available
to meet its near-term capital and debt service requirements
following the announcement that the company has amended its
facility which is expected to be funded on or about May 11, 2009.
Nonetheless, liquidity remains a concern as the amended facility
expires in September 2010, and required amortization and
prepayments over the next 18 months total approximately $311
million.  Also of concern are constraints on capital investments
in the amended bank facility which could hinder the execution of
the company's operating strategy as well as intense competition
from various channels.  The upgrades of the bank credit facility,
term A loan and term B loan as well as the downgrade of the senior
subordinated notes reflect a revised recovery analysis described
below and Fitch's revised rating definitions as of March 2009.

BBI is the leading player in the home video rental industry with
$5.3 billion in revenues in 2009.  The company's strong brand
recognition and broad geographical coverage have resulted in BBI
maintaining an approximately 37% market share in the home video
rental market in 2008.  In addition, as a result of management's
implementation of its three-prong strategy of 1) restoring the
rental business, 2) transitioning from rental focus to retail
focus and 3) transforming from DVD focus to digital, BBI generated
$300 million of EBITDA in 2008 compared to $176 million in 2007.
Given the improvement in operating results, credit metrics have
strengthened with 2008 adjusted debt/EBITDAR and EBITDAR coverage
of interest and rents of 6.1x and 1.4x, respectively, compared to
7.3x and 1.1x, respectively, in 2007.  Of ongoing concern is the
intense competition in the industry.  In its store-based business,
BBI competes with other video-rental chains, discounters and
specialty retailers.  In its online business, the company competes
with other online video rental providers as well as competing
technologies such as video-on-demand, pay-per-view and digital
video records.  As a result, Fitch expects BBI's same store sales
to be pressured in 2009, but cost reduction initiatives should
help offset some of the pressures.  This will lead to 2009 credit
metrics to be at similar levels as 2008.

In addition, BBI has adequate near-term liquidity, mainly from the
recently amended $250 million credit facility, to meet its capital
and debt service requirements.  However, the facility limits the
company's investments in its business given the restriction on
capital expenditures of $30 million in 2009 and $40 million in
2010 as well as mandatory amortization payments on the facility
beginning on Dec. 15, 2009.  In addition, BBI faces a refinancing
risk in 2010 given the level of debt service requirements over the
next 18 months and expected pressures on its business due to a
challenging and competitive operating environment.

The Recovery Ratings reflect Fitch's recovery expectations in a
distressed scenario. Fitch's recovery analysis assumes a
liquidation value of $602 million in a distressed scenario.  This
is based on an 80% recovery rate in accounts receivables, 50%
recovery rate in inventory and property and equipment and 25%
recovery rate in rental library.  Applying this value across the
capital structure results in superior recovery prospects (71%-90%)
for the bank credit facility, term A loan and term B loan which
resulted in an upgrade to 'B/RR2' from 'CCC+/RR3'.  These
securities are secured by land, buildings, improvements,
equipment, furniture, permits, licenses, subleases, and real
estate tax refunds owned by BBI as well as collateralized by
pledges of stock of all of the company's domestic subsidiaries and
65% of the stock of certain international subsidiaries.  The
senior subordinated notes are downgraded to 'C/RR6' from 'CC/RR6',
reflecting poor recovery prospects (0%-10%) in a distressed case
and Fitch's revised rating definitions.


BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its long-term
corporate credit rating on recreational products manufacturer
Bombardier Recreational Products Inc. three notches to 'CC' from
'CCC+'.  At the same time, S&P lowered the ratings on BRP's US$790
million senior secured term loan three notches to 'CC' from
'CCC+'.  The recovery rating on the term loan is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery for
lenders in the event of a payment default.  These ratings remain
on CreditWatch negative, where they were placed Nov. 24, 2008.

In addition, Standard & Poor's affirmed the 'B' rating on the
company's C$250 million senior secured revolving credit facility,
which was not on CreditWatch.  The recovery rating on BRP's
revolving credit facility is unchanged at '1', indicating an
expectation of very high (90%-100%) recovery in a default
scenario.

"These rating actions follow the lenders' approval of an amendment
to BRP's credit agreement allowing the company to repurchase term
loan debt at a discount from par using an auction," said Standard
& Poor's credit analyst Lori Harris.

The proposed debt repayment will be funded by the injection of
additional capital from shareholders and outside sources.  S&P
expects BRP to commence an auction to repurchase up to
$250 million of its term debt maturing in 2013 at a significant
discount to par.  Under Standard & Poor's criteria, S&P views a
formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.

"Our downgrade does not reflect S&P's view of a perceived increase
in BRP's bankruptcy risk.  Rather, S&P based its downgrade on the
financial pressure S&P believes the company is under to reduce its
debt burden by retiring debt for less than originally contracted,"
Ms. Harris added.

S&P believes the tender offer, if successful, will likely result
in a revised capital structure that substantially reduces BRP's
cash interest expense in the next couple of years and meaningfully
lowers the company's debt outstanding.  Upon completion of the
auction process, S&P expects to assign new corporate credit and
issue ratings to BRP, representative of the default risk after the
financial restructuring.

S&P will keep the corporate credit and term loan debt ratings on
BRP on CreditWatch with negative implications until such time as a
portion of the debt is repurchased below par through an auction.
When and if this happens, barring other factors, S&P expects to
lower its corporate credit rating on BRP to 'SD' upon completion
of the first exchange under the offer.  In addition, S&P expects
to lower its rating on the debt repurchased under the tender offer
to 'D'.  S&P expects to keep the 'SD' and 'D' ratings in place
through the next 12 months or upon completion of the company's
$250 million debt buyback.


BRAY & GILLESPIE: Files Amended Plan and Disclosure Statement
-------------------------------------------------------------
Bray & Gillespie Management, LLC, et al., filed with the U.S.
Bankruptcy Court for the Middle District of Florida on April 7,
2009, a revised disclosure statement explaining their Amended
Joint Plan of Reorganization.

On the Plan's effective date, all of the prepetition equity in the
Debtors will be canceled and new equity distributed.  The B&G
Liquidating Trust will own 100% of Holding Co.  Holding Co., in
turn, will own, directly or indirectly, the equity interests in
all other Reorganized Debtors.

All allowed unsecured claims will be classified in one of two
unsecured classes.  Holders of allowed claims in Class 25 will
receive as a group a pro rata share of the B&G Liquidating Trust.
Holders of allowed claims in Class 26 will receive pro rata
distribution from the proceeds of these assets: (i) the 100
condominium units currently owned by 600 North Investments; (ii)
the real property located at 222 Seminole Avenue, Ormond Beach,
Florida; (iii) the real property located at 333 S. Atlantic
Avenue, Daytona Beach, Florida; and (iv) the real property located
at 250 S. Atlantic Avenue, Ormond Beach, Florida.

The Reorganized Debtors will consist of 10 reorganized entities.
The Reorganized Debtors will consist of (i) Holding Co.;
(ii) Management Co.; (iii) Arbor Co.; (iv) Land Co.; (v) Hotel
Co.; (vi) LNR Co; (vii) Asset Co., (viii) ING Co.; (ix) Wells-one
Co.; and (x) Wells-two Co.

Arbor Co. will consist of the Six-Pack Hotels; Hotel Co. will
consist of the 11 other hotels currently operated by various
Debtors.  Land Co. will consist of 38 other parcels of real
property of which 7 currently produce some rental income but are
not hotels.  LNR Co. will consist of 1 hotel.  ING Co., Wells-one
Co., and Wells-two Co. will separately own 1 operating hotel each.

Asset Co. will own all of the Debtors' real property not otherwise
encumbered by mortgage liens including the 100 condominiums
located at the Plaza and properties known as Rodeway Inn,
NalleyHouse, and Zaxby's Lot.  Asset Co. will also own the pending
causes of action known as the Lexington Litigation and Hartford
Litigation.  Management Co. will provide reservation and
management services to all operating Reorganized Debtors.  Holding
Co. will own, directly or indirectly, all of the common equity
ownership interest in the other 9 Reorganized Debtors.

Wachovia Bank will continue to make available the existing credit
line up to an aggregate amount of $3.5 million ("Exit Financing").
Extension of the Exit Financing is conditioned upon Hotel Co. also
obtaining at least $5,000,000 in Mezzanine financing (the
"Mezzanine Loan").  The Mezanine Loan will have the same
collateral as the Exit Financing but a second lien position.
Debtors are currently negotiating with prospective lenders in
respect of the Mezzanine Loan but believe that
Wachovia will advance such loan.

The Debtors believe cash flow from the continued operation of the
hotels, the Exit Financing, and the Mezzanine Loan, will be
sufficient to meet all required Plan payments.

             Third Party Releases to Bray and Gillespie

On the Plan's effective date, B&G Management partners Charles A.
Bray and Joseph G. Gillespie will make a contribution of capital
to the Reorganized Debtors, in an amount to be negotiated and
agreed between and among Messrs. Bray and Gillespie, the secured
lenders, and the Official Committee of Unsecured Creditors, to be
applied to fund the Arbor Co. capital expenditure and interest
reserve as contemplated by the Plan.

Neither Messrs. Bray nor Gillespie will acquire any equity
interest in the Reorganized Debtors on account of their capital
contribution to the Reorganized Debtors.

In consideration of the substantial contributions made and to be
made by Messrs. Bray and Gillespie, the Plan contemplates the
provision to Messrs. Bray and Gillespie of broad third-party
releases and injunctions of pursuit against Messrs. Bray and
Gillespie of claims arising out of and deriving from the business
operations and financial affairs of the Debtors.

               104 Classes of Claims and Interests

The Plan contains 104 classes of claims and interests.
There are 23 classes of secured claims, 2 classes of unsecured
claims, 1 class of unsecured priority claims, and 78 classes of
interests.

As to Wachovia Bank's allowed secured claim in respect of the
Debtor-in-Possession Loan, it will be paid according to the terms
set forth in the Court's order allowing the DIP Loan.  The holders
of the Allowed Class 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15,
16, 17, 18, 19, 20, and 21 claims will be paid either monthly
interest or monthly interest and receive a New PIK Note.

Because of the large number of potential deficiency claims which
will ultimately become Class 25 or 26 claims and the uncertainty
of the resolution of numerous objections to claims, the Debtors
believe that it is impossible at this time to predict with
accuracy the ultimate amount of allowed unsecured claims.

Classes 27 through 104 of Interests will be canceled upon the
Effective Date; however, Messrs. Bray & Gillespie may be provided
tax benefits (NOL) without impact to profit distribution and
entity governance, and Messrs. Bray and Gillespie will provide the
Debtors and secured lenders opinions or other evidence
satisfactory to them as to such tax benefits.  Accordingly, all
classes are impaired under the Plan.

A full-text copy of the Disclosure statement is available at:

             http://bankrupt.com/misc/B&G.DSPart1.pdf
             http://bankrupt.com/misc/B&G.DSPart2.pdf
             http://bankrupt.com/misc/B&G.DSPart3.pdf

Based in Daytona Beach, Florida, Bray & Gillespie Management, LLC
-- http://www.brayandgillespie.com/-- and its debtor-affiliates
are engaged in the business of renovating and redeveloping resort
properties along Florida's Atlantic coastline.  The company owns
over six miles of ocean property from Daytona Beach to Ormond
Beach.  B&G Management operates a total of 23 hotels located in
Volusia County which are either affiliates or related companies.
B&G Management is owned by partners Charles A. Bray and Joe
Gillespie.  Additionally, B&G Management manages 7 other entities
which own income producing property.  Certain affiliated or
related parties own 32 other non-income producing parcels of real
property located throughout Volusia County.

Bray & Gillespie Management, LLC and 78 of its debtor-affiliates
filed separate petitions for Chapter 11 relief on Sept. 12, 2008
(Bankr. M.D. Fla. Lead Case No. 08-05473).  Jimmy D. Parrish,
Esq., Marianne L. Dorris, Esq., and R. Scott Shuker, Esq., at
Latham Shuker Eden & Beaudine LLP, represent the Debtors as
counsel.  Melissa Youngman, Esq., and Peter N. Hill, Esq., at
Wolff Hill McFarlin & Herron PA, represent the Official Creditors
Committee as counsel.  In its petition, Bray & Gillespie
Management, LLC disclosed assets of $1 million to $10 million and
debts of $1 million to $10 million.


BSML INC: Expects to File 2008 Annual Report This Week
------------------------------------------------------
BSML Inc. has yet to file its annual report on Form 10-K for the
period ended December 27, 2008.  It expects to do so within the
week.

BSML explained that on October 18, 2008, the Company's Chief
Financial Officer resigned.  On February 9, 2009, a new VP Finance
was hired.  The Company's new VP Finance has relatively short
tenure in his position and therefore has only limited experience
with the Company's financial statements and information.

BSML also noted that the recent relocation of the Company's
headquarters resulted in a change in accounting department
personnel at or subsequent to the end of the fiscal year.
Further, the Company remained heavily dependent on legacy
information technology systems that lack adequate documentation
and require substantial manual supplementary efforts in support of
some of its revenue recognition processes.

These factors, in combination, prevent the filing of the Company's
annual report on Form 10-K by its due date of March 27, 2009.

                        About BSML Inc.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

At September 27, 2008, the company's balance sheet showed total
assets of $4.9 million and total liabilities of $8.0 million,
resulting in a shareholders' deficit of about $3.1 million.

For 13 weeks ended September 27, 2008, the Company posted a net
loss of $852,000 compared with a net loss of $1.5 million for the
same period in the previous year.

For 39 weeks ended September 27, 2008, the Company posted a net
loss of $2.1 million compared with a net loss of $2.6 million for
the same period in the previous year.

At September 27, 2008, the Company had approximately $73,000 in
unrestricted cash.  The Company expects that its principal uses of
cash will be to provide working capital to meet corporate expenses
and satisfy outstanding liabilities.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditor noted that the Company has yet to achieve
profitability.  The Company had an accumulated deficit of $177.9
million and working capital deficiency of $5.7 million as of June
28, 2008.  The Company's net loss and net cash used by operating
activities were $1.3 million and $5.0 million, respectively, for
the twenty-six weeks ended June 28, 2008.  At June 28, 2008, the
company had $243,000 in unrestricted cash and cash equivalents.
The Company is not certain if its cash will be sufficient to
maintain operations of the continuing company at least through the
next year due to the uncertainty of the company's ability to
generate positive cash flow from the Centers business operations.


BSML INC: Obtains Four-Year $2.5 Million Asset-Based Loan
---------------------------------------------------------
BSML, Inc., said it entered into a Credit Agreement with a third-
party lender on March 27, 2009.  The Credit Agreement provides for
a four-year asset-based revolving credit facility under which up
to $2,500,000 will be available.

BSML did not disclose the Lender's identity.

According to the Credit Agreement, the Lender made initial term
loans to the Company, to be advanced to the Company in four
installments on March 27, 2009, April 2, 2009, May 1, 2009, and
June 1, 2009.  The Company agreed to pay the Lender a principal
amount equal to $3,170,000, of which $670,000 constitutes a
commitment fee payable to Lender at the maturity date.  The Loans
mature on March 27, 2013, and bear interest at a rate of 10% per
annum, compounded monthly and payable quarterly beginning on
August 1, 2009.  The proceeds of the Loans will be used for
working capital and other general corporate purposes.

The Company's obligations under the Credit Agreement are
guaranteed by certain of the Company's subsidiaries.  In addition,
the Company's obligations under the Credit Agreement and the
guarantee obligations of the Loan Parties are secured by a lien on
substantially all of the assets of the Loan Parties, including a
pledge of all of the outstanding capital stock of the Loan
Parties.  The terms of the security interest in assets of the Loan
Parties are set forth in the Security Agreement, Patent Security
Agreement and Trademark Security Agreement.

As a condition to receipt of the April 2, 2009 installment under
the Loans, roughly $520,000 of the loan proceeds were used by the
Company to repay in full all outstanding amounts due and owing
Business Development Bank of Canada and secured by certain assets
of the Company's wholly owned subsidiary, Pure Acquisition Co.,
Inc., which assets Pure Acquisition acquired pursuant to an Asset
Purchase Agreement, dated February 10, 2009 between the Company
and Pure Laser Hair Removal & Treatment Clinics, Inc., an Illinois
corporation, John Street Holdings, LLC, Delaware limited liability
company.

The Asset Purchase Agreement was approved by the United States
Bankruptcy Court for the Northern District of Georgia in
connection with cases pending in that court and brought by Pure
Illinois, JSH and certain of the subsidiaries which are debtors-
in-possession.  Pure Laser Hair and John Street filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code on
January 27, 2009, in the United States Bankruptcy Court for the
Northern District of Georgia.

The repayment represented a deep discount on the outstanding
balance of the BDC Loan and the BDC Loan was terminated effective
April 2, 2009.

The Credit Agreement contains customary representations and
warranties, events of default, affirmative covenants and negative
covenants, which impose restrictions and limitations on, among
other things, dividends, investments, asset sales, capital
expenditures and the ability of the Loan Parties to incur
additional debt and liens, and a financial maintenance covenant.
The Company is permitted to prepay the loans in whole or in part
at any time at its option, with no prepayment penalty.

                        About BSML Inc.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

At September 27, 2008, the company's balance sheet showed total
assets of $4.9 million and total liabilities of $8.0 million,
resulting in a shareholders' deficit of about $3.1 million.

For 13 weeks ended September 27, 2008, the Company posted a net
loss of $852,000 compared with a net loss of $1.5 million for the
same period in the previous year.

For 39 weeks ended September 27, 2008, the Company posted a net
loss of $2.1 million compared with a net loss of $2.6 million for
the same period in the previous year.

At September 27, 2008, the Company had approximately $73,000 in
unrestricted cash.  The Company expects that its principal uses of
cash will be to provide working capital to meet corporate expenses
and satisfy outstanding liabilities.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditor noted that the Company has yet to achieve
profitability.  The Company had an accumulated deficit of $177.9
million and working capital deficiency of $5.7 million as of June
28, 2008.  The Company's net loss and net cash used by operating
activities were $1.3 million and $5.0 million, respectively, for
the twenty-six weeks ended June 28, 2008.  At June 28, 2008, the
company had $243,000 in unrestricted cash and cash equivalents.
The Company is not certain if its cash will be sufficient to
maintain operations of the continuing company at least through the
next year due to the uncertainty of the company's ability to
generate positive cash flow from the Centers business operations.


CAPE FEAR BANK: N.C. Regulators Appoint FDIC as Receiver
--------------------------------------------------------
Cape Fear Bank, in Wilmington, North Carolina, was closed April 10
by the North Carolina Office of Commissioner of Banks, which then
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First Federal Savings and
Loan Association of Charleston (First Federal), Charleston, South
Carolina, to assume all of the deposits of Cape Fear Bank.

Aside from Cape Fear Bank, New Frontier Bank in Greeley, Colorado,
with $2 billion in assets and $1.5 billion in deposits, was seized
April 10 by state regulators, bringing this year's total of bank
failures to 23.

Cape Fear Bank's eight offices will reopen on Monday, April 13, as
branches of First Federal.  Depositors of Cape Fear Bank will
automatically become depositors of First Federal.  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 First Federal can
fully integrate the deposit records of Cape Fear Bank.

Over the weekend, depositors of Cape Fear 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 31, 2009, Cape Fear Bank had total assets of
approximately $492 million and total deposits of $403 million. In
addition to assuming all of the deposits of the failed bank, First
Federal agreed to purchase approximately $468 million in assets.
The FDIC will retain the remaining assets for later disposition.

The FDIC and First Federal entered into a loss-share transaction
on approximately $395 million of Cape Fear Bank's assets. First
Federal will share with the FDIC in the losses on the asset pools
covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers as they will
maintain a banking relationship.

Customers who have questions about today's transaction can call
the FDIC toll-free at 1-866-806-6128.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $131 million. First Federal's acquisition of all deposits
was the "least costly" resolution for the FDIC's Deposit Insurance
Fund compared to alternatives. Cape Fear Bank is the twenty-second
bank to fail in the nation this year. The last bank to fail in
North Carolina was Crown National Bank, Charlotte, on May 20,
1993.

                          About FDIC

Congress created the Federal Deposit Insurance Corporation 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.

FDIC press releases and other information are available on the
Internet at www.fdic.gov, by subscription electronically (go to
www.fdic.gov/about/subscriptions/index.html) and may also be
obtained through the FDIC's Public Information Center (877-275-
3342 or 703-562-2200). PR-53-2009


CELIA VASQUEZ: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Celia Ortega-Vasquez
        4819 Yamato Drive
        San Jose, CA 95111

Bankruptcy Case No.: 09-52115

Chapter 11 Petition Date: March 25, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtor's Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

Total Assets: $2,496,860

Total Debts: $3,854,982

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

            http://bankrupt.com/misc/canb09-52115.pdf

The petition was signed by Celia Ortega-Vasquez.


CELL THERAPEUTICS: Releases February Financial Report for CONSOB
----------------------------------------------------------------
Under the request from CONSOB, the Italian securities regulatory
authority, Cell Therapeutics, Inc., issued a press release in
Italy on March 30, 2009, relating to certain requested financial
information for the month ended February 28, 2009, and other
information.

In communications with CONSOB about their request that certain
unaudited and estimated financial information be disclosed by the
Company, Cell Therapeutics advised CONSOB that the information is
not required to be disclosed in the United States by public
companies under the U.S. securities laws.

The Company further advised CONSOB that any such financial
information could not be prepared in accordance with U.S.
Generally Accepted Accounting Principles as promulgated by the
Financial Accounting Standards Board.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the MTA stock market in Italy under the symbol "CTIC".

The Company's estimated and unaudited Research and Development
expenses for the month of January, 2009, was $2.1 million and $1.9
million for the month of February 2009, while the total estimated
net financial position of the Company as of February 28, 2009 is
approximately a negative $123,709.

The Company's Monthly report is available in full-text for free at
http://ResearchArchives.com/t/s?3b02

The Company has completed the sale of its 50% ownership interest
in RIT Oncology, the Zevalin joint venture, to Spectrum on
March 15.  CTI and Spectrum established the joint venture in
December 2008 to develop and commercialize Zevalin in the United
States.

At that time, CTI contributed all assets exclusively related to
Zevalin to RIT Oncology for approximately $15 million, plus up to
$15 million in product sales milestone payments upon achievement
of certain revenue targets.  Under the terms of the operating
agreement between the Company and Spectrum governing the joint
venture, the Company held an option to sell its 50% ownership
interest in RIT Oncology to Spectrum.

In February 2009, the Company exercised that option and in March,
2009 closed the transaction to fully divest of its ownership in
Zevalin for approximately $16.5 million, of which approximately
$6.5 million (less the amount of a consent fee paid to Biogen) was
received on March 2, 2009, and $10 million was funded into an
escrow account with an independent third party escrow agent on
March 16, 2009.

Under the terms of the escrow agreement, $6.5 million will
automatically and unconditionally be released to the Company on
April 3, 2009, and $3.5 million, subject to certain adjustments
for among other things payables determined to be owed between the
Company and RIT Oncology, will be released to the Company on
April 15, 2009.

As a result of all transactions with Spectrum in connection with
Zevalin, the Company expects to have received gross proceeds from
Spectrum of approximately $31.5 million.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended December 31, 2007.  The auditing firm reported that
the Company has substantial monetary liabilities in excess of
monetary assets as of December 31, 2007, including approximately
$19.8 million of convertible subordinated notes and senior
subordinated notes which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CELL THERAPEUTICS: To Issue $150MM in Securities to Raise Funds
---------------------------------------------------------------
Cell Therapeutics, Inc., has filed documents with the Securities
and Exchange Commission relating to a planned sale of securities
to raise cash.

Specifically, the Company filed a prospectus on Form 424b3 and an
Amendment No. 1 to a registration statement on Form S-3.

According to Amendment No. 1, the proposed maximum aggregate
offering price for the securities is $150 million.

Cell Therapeutics said it will retain broad discretion over the
use of the net proceeds from the sale of securities offered.
"[W]e currently anticipate using the net proceeds from the sale of
our securities hereby primarily for working capital and for
general corporate purposes, which may include, among other things,
paying interest on our outstanding indebtedness, paying dividends
on our preferred stock, funding research and development,
preclinical and clinical trials, the preparation and filing of new
drug applications, commercial operations and general working
capital," Cell Therapeutics said.  "The amounts and timing of the
expenditures may vary significantly depending on numerous factors,
such as the progress of our research and development efforts,
technological advances and the competitive environment for our
products.  We also might use a portion of the net proceeds to
acquire or invest in complementary businesses, products and
technologies."

Pending the use of the net proceeds, Cell Therapeutics may
temporarily invest the net proceeds in short- and medium-term
interest-bearing obligations, investment-grade instruments
certificates of deposit or direct or guaranteed obligations of the
U.S. government.

Cell Therapeutics did not say what or how many units of securities
will be issued.

Cell Therapeutics is authorized to issue 800,000,000 shares of
common stock, no par value, and 10,000,000 shares of preferred
stock, no par value.  As of the close of business on April 3,
2009, there were 379,440,863 shares of company common stock
outstanding and warrants to purchase 1,543,433 shares of the
common stock were outstanding.  As of the close of business on
April 3, Cell Therapeutics also had 100 shares of its Series A 3%
convertible preferred stock outstanding and 1,000 shares of its
Series D 7% convertible preferred stock outstanding.

Cell Therapeutics has never declared or paid any cash dividends on
its common stock and does not currently anticipate declaring or
paying cash dividends on its common stock in the foreseeable
future.  Except for dividends payable on the Series A 3%
Convertible Preferred Stock and the Series D 7% Convertible
Preferred Stock, Cell Therapeutics currently intends to retain all
of its future earnings, if any, to finance operations.  Any future
determination relating to its dividend policy will be made at the
discretion of its board of directors and will depend on a number
of factors, including future earnings, capital requirements,
financial conditions, future prospects, contractual restrictions
and other factors that our board of directors may deem relevant,
the company said.

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

               http://ResearchArchives.com/t/s?3b42

A full-text copy of the Prospectus is available at no charge at

               http://ResearchArchives.com/t/s?3b41

On March 30, 2009, the Company filed with the Commission an
original registration statement on Form S-3.  A full-text copy of
the original Form S-3 Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?3b43

The Company also filed together with the original registration
statement a form of senior debt indenture, and form of
subordinated debt indenture.

A full-text copy of the form of senior debt indenture is available
at no charge at http://ResearchArchives.com/t/s?3b44

A full-text copy of the form of subordinated debt indenture is
available at no charge at http://ResearchArchives.com/t/s?3b45

                      2007 Employee Plans

On October 11, 2007, the Company filed with the Commission a
Registration Statement on Form S-8 registering 500,000 shares --
as adjusted to reflect a one-for-ten reverse stock split effected
on August 31, 2008 -- of common stock, no par value per share to
be issued pursuant to the Company's 2007 Equity Incentive Plan and
25,000 shares -- as adjusted to reflect the Reverse Split -- of
Common Stock to be issued pursuant to the 2007 Employee Stock
Purchase Plan.

In March 2009, the Company filed a Registration Statement on Form
S-8 to register an additional 25,000,000 shares of Common Stock
that may be issued pursuant to the 2007 Plan, and an additional
1,000,000 shares of Common Stock that may be issued pursuant to
the 2007 ESPP.  The maximum aggregate offering price with respect
to the additional issuance is $3.2 million.

A full-text copy of the Form S-8 is available at no charge at:

               http://ResearchArchives.com/t/s?3b46

On March 24, the Company held a Special Meeting of Shareholders at
its headquarters, wherein the shareholders approved an amendment
to the 2007 Equity Incentive Plan to increase the shares of the
Company's common stock, no par value, available for issuance under
the 2007 Plan by 25,000,000 shares and to remove limits on the
total number of shares of restricted stock or restricted stock
units that may be issued under the 2007 Plan and the total number
of shares that may be issued pursuant to awards that are intended
to qualify as qualified performance-based compensation under
Section 162(m) of the Internal Revenue Code. The Company's
shareholders also approved an amendment to the 2007 ESPP to
increase the shares of Common Stock available for issuance under
the 2007 ESPP by 1,000,000 shares and to increase the limit on the
total number of shares of Common Stock that may be purchased under
the 2007 ESPP on any offering date to 5,000 shares.

The Company disclosed that 25% of the fiscal year 2008 cash
bonuses awarded to the management team by the Compensation
Committee of the Company's Board of Directors were deferred until
March 1, 2009, contingent upon a determination by Company's Board
of Directors that the Company is sufficiently liquid to pay the
remaining amount.  In light of the Company's current financial
condition, on March 23, the Board determined, and the management
team concurred, that the remaining 25% of the bonuses, in an
aggregate amount of $253,573, for all of the named executive
officers, would not be paid to such officers and would be
cancelled.

On March 25, in recognition of the need to incent and retain the
Company's management team in light of the current financial
situation of the Company and that the Compensation Committee
previously determined to freeze base salaries for the Company's
management team, the Compensation Committee granted the Company's
management team equity retention awards under the 2007 Plan in the
form of restricted shares of Common Stock that will vest over a 2-
year period.

On March 25, the Company filed an Amendment to Amended and
Restated Articles of Incorporation reflecting an increase in the
authorized shares of the Company and an increase in the authorized
Common Stock of the Company.  The Amendment was approved by the
Company's shareholders at the Special Meeting.  The Company now
has authorized 810,000,000 shares of capital stock, of which
800,000,000 are authorized as Common Stock of the Company and of
which 329,075,334 were issued and outstanding as of March 26,
2009.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CENTEX CORP: Directors OK Definitive Merger Agreement With Pulte
----------------------------------------------------------------
The boards of directors of Pulte Homes, Inc., and Centex
Corporation unanimously approved a definitive merger agreement
under which the two firms will combine in a stock-for-stock
transaction valued at $3.1 billion, including $1.8 billion of net
debt.

In calendar year 2008, Pulte and Centex delivered more than 39,000
closings with combined pro forma revenues of $11.6 billion.  The
combined company will have the strongest liquidity position among
its peer group with more than $3.4 billion of cash as of March 31,
2009.  Pulte and Centex ended March with approximately
$1.7 billion of cash each.

Under the terms of the agreement, Centex shareholders will receive
0.975 shares of Pulte common stock for each share of Centex they
own.  Based on the closing price of Pulte stock on April 7, 2009,
the transaction has a value of $10.50 per Centex share,
representing a premium of 32.6% to the 20-day volume weighted
average trading price of Centex's shares.  The combined company
currently would have an equity market capitalization of $4.1
billion and an enterprise value of $7.2 billion.  Upon closing of
the transaction, Pulte shareholders will own approximately 68% of
the combined company, and Centex shareholders will own
approximately 32%.

"Combining these two industry leaders with proud legacies into one
company puts us in an excellent position to navigate through the
current housing downturn, poised to accelerate our return to
profitability," said Pulte President and Chief Executive Officer
Richard J. Dugas, Jr.  "Centex's significant presence in the entry
level and move-up categories is complemented by Pulte's strength
in both the move-up and active adult segments, the latter through
our popular Del Webb brand.  Together we will have considerable
presence in more than 59 markets across America.  In addition,
both organizations share an unwavering focus on delivering
unparalleled customer satisfaction, maximizing the influence of
strong brands and setting new standards of achievement in
operational efficiency.

"The combination will also allow us to capitalize on the
opportunities presented by the addition of Centex's land positions
to Pulte's, including Centex's sizable holdings in both Texas and
the Carolinas, two areas that continue to exhibit strength in the
face of today's difficult housing market."  Centex Chairman and
Chief Executive Officer Timothy Eller said, "Today represents a
significant milestone in this industry's history as two leading
companies join forces.  We share common cultures and rich
traditions of delivering quality and value, doing the right thing
and exceeding the expectations of our customers.  We're proud to
begin writing this next chapter together.

"We are always looking for the best way to deliver more value to
all our stakeholders and drive the company forward.  We have had a
high regard for the Pulte management team and their performance
during this downturn, and I strongly believed that our
organizations would complement each other's strengths.  My
conversations with Richard reinforced that conviction.  We believe
this is the right combination at the right time in the business
cycle.  By acting decisively now, we're creating unrivaled
firepower to capitalize on the opportunities in homebuilding that
are now becoming visible on the horizon.  We will have a deeper
and more expanded presence that we are confident will allow us to
begin realizing the benefits of our combined scale immediately.
Moreover, our shareholders will receive an immediate premium for
their shares as well as participate in the upside potential of the
combined company," Mr. Eller said.

Complementary Portfolio of Brands

The combination of Pulte and Centex will offer exceptional homes
in well-designed communities that meet the desires of a cross-
section of customers, ranging from first-time buyers to Baby
Boomers.  Fox & Jacobs Homes, Centex Homes, Pulte Homes, DiVosta
Homes and Del Webb are all top brands known by entry level, first
move-up, second move-up and active adult purchasers throughout the
nation.  This powerful brand lineup is consistent with Pulte's
vision of creating the industry's best and most-recognized brands,
and leveraging their presence across America. The combined
organization will expand its geographic footprint to cover 59
markets, 29 states and the District of Columbia.
The two companies are the industry's recognized leaders in
customer satisfaction.  They are the only homebuilders to have
received the Platinum Award from J.D. Power & Associates for
excellence in customer satisfaction.

Efficiencies and Cost Savings

Pulte expects that efficiency gains and other savings from this
transaction should generate cost reductions of approximately
$350 million annually, consisting of approximately $250 million in
overhead savings and $100 million in debt expense relief,
resulting from the expected retirement of debt maturities in
excess of $1 billion prior to year-end 2009.  The company expects
to realize a significant portion of the estimated cost savings
during the first full year of operations after the transaction is
completed, with the full amount realized by the third year.  Pulte
also expects to realize additional savings opportunities through
production efficiencies and purchasing synergies.
The companies have confidence in the ability to achieve the
estimated efficiencies and cost savings based on Pulte's
successful track record of integration, including its acquisition
of Del Webb in 2001.  That acquisition, the largest of its kind at
the time, helped make Pulte the number-one builder of active adult
communities in America, the fastest-growing segment of home
buying.

Management, Board and Headquarters

Upon completion of the transaction, Mr. Dugas will assume the
positions of chairman, president and chief executive officer of
Pulte, Inc.  Mr. Eller will join the board of directors of Pulte
as vice chairman and will serve as a consultant to the company for
two years following the close of the transaction.  The board of
directors of Pulte will be expanded and will include four current
members from the Centex board, including Mr. Eller, and eight
members of the current Pulte board, including company founder and
current Pulte Chairman William J. Pulte.
To guide and ensure a successful transition, a transition
executive committee will be formed and will be headed by Mr. Dugas
and Mr. Eller.

The combined company will use the Pulte name and will be
headquartered in Bloomfield Hills. The company plans to maintain a
significant presence in Dallas.

Approvals and Timing

The transaction is subject to approval by Pulte and Centex
shareholders and the satisfaction of customary closing conditions
and regulatory approvals, including expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.  Certain Pulte and
Centex officers and directors, including Mr. Pulte, have agreed to
vote their shares in favor of the transaction. Pulte and Centex
expect to complete the transaction in the third quarter of
2009.The transaction is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.

Amendment of Pulte's Bylaws

As previously disclosed, Pulte is seeking approval at its 2009
annual meeting of shareholders of anamendment to its charter to
restrict certain transfers of shares of Pulte common stock in
order to preserve the tax treatment of Pulte's net operating
losses and other tax benefits. As an additional measure to address
any transfers that may occur prior to the adoption of a charter
amendment, Pulte's board of directors has amended Pulte's by-laws
to incorporate transfer restrictions substantially similar to
those reflected in the proposed charter amendment.

Advisors

Citi acted as lead financial advisor and Banc of America
Securities and Merrill Lynch and J.P. Morgan Securities Inc. acted
as financial advisors to Pulte and Sidley Austin LLP acted as
legal advisor.  Goldman, Sachs & Co. acted as financial advisor to
Centex and Wachtell, Lipton, Rosen & Katz acted as legal advisor.

Headquartered in Dallas, Centex Corporation (NYSE: CTX) --
http://www.centex.com/-- is a home building company that operates
in major U.S. markets in 25 states.  Founded in 1950, the
company's related business lines include mortgage and financial
services, home services and commercial construction.

                          *     *     *

As reported by the Troubled Company Reporter on December 16, 2008,
Fitch Ratings downgraded Centex Corp.'s Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB' from 'BB+';
  -- Unsecured bank credit facility to 'BB' from 'BB+'.

Fitch also affirmed CTX's 'B' short-term IDR and commercial paper.
Fitch said that the Rating Outlook remains Negative.


CHARTER COMMUNICATIONS: Inks Surety Bond Program with Travelers
---------------------------------------------------------------
In the ordinary course of business, Charter Communications, Inc.,
and its debtor-subsidiaries are frequently required to provide to
third parties financial assurance in the form of surety bonds to
secure the Debtors' payment or performance of certain obligations,
including:

  * obligations owed to municipalities;

  * obligations associated with the installation and maintenance
    of operating systems;

  * franchise obligations; and

  * payments for utility services or power line pole
    attachments.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York, relates
that prior to the Petition Date, the Debtors entered into a surety
bond program with Travelers Casualty and Surety Company of
America, under which Travelers issued surety bonds to third party
obligees on behalf of the Debtors, to "shift the risk" of the
Debtors' non-performance or non-payment from the third party
obligees to Travelers.  In turn, Travelers required the Debtors to
obtain letters of credit to support and back any obligations owing
to Travelers under the surety bonds.

Mr. Basta discloses that as of the Petition Date, the Debtors have
approximately $55 million in outstanding Specified LCs issued for
the benefit of Travelers, backstopping their obligations under
approximately $65 million in prepetition surety bonds issued under
the Program.  The Debtors also determined the premiums for most of
the Prepetition Surety Bonds annually and paid them at inception
and annually thereafter.  The Debtors paid annual premiums of
approximately $600,000 to maintain the Prepetition Surety Bonds.

As of the Petition Date, the Debtors do not have any outstanding
liability on account of any prepetition premiums related to the
Program, Mr. Basta notes.

Under the Prepetition Surety Bond Program, the Debtors entered
into certain indemnity agreements with Travelers, as amended and
modified from time to time, which entitled Travelers to recover
the full amount of its loss on a surety bond from the Debtors, Mr.
Basta explains.

                  DIP Bond Surety Program

In light of the Debtors' financial condition, the Debtors and
Travelers negotiated the terms of a new surety bond program,
pursuant to which Travelers has agreed to provide the Debtors with
postpetition surety bonds, and to maintain and renew Prepetition
Surety Bonds on a postpetition basis.  The salient terms of the
DIP Surety Bond Program provide that:

  (1) Travelers' aggregate limit of liability is $150 million,
      encompassing both pre- and postpetition exposure, under
      which any bond issuance, extension, renewal and increase
      will be at Travelers' sole discretion.

  (2) Consistent with the ordinary course of business, the
      Debtors are required to provide these percentages of
      collateral in the form of cash deposits or LCs, with
      respect to these bonds:

      -- 80% for medium or low risk cable & compliance bonds;

      -- 100% for high risk and all financial obligation bonds;
         and

      -- 100% for all bonds regardless of the risk once
         unsecured aggregate bond exposure reaches $15 million.

  (3) The DIP Surety Bond Program does not establish upfront
      underwriting fees or minimum deposit premiums.  Fees and
      premiums will only be payable in the event that the
      Debtors actually utilize the surety capacity.

  (4) The Debtors will enter into a new indemnity agreement,
      in addition to and not in lieu of the Prepetition
      Indemnity Agreement, to indemnify Travelers from any
      loss.  All of the Debtors' obligations in connection with
      the Prepetition Surety Bonds will be incorporated and
      deemed as part of the DIP Indemnity Agreement.

      A full-text copy of the DIP Indemnity Agreement is
      available for free at:

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

  (5) New premium rates will apply to any new surety bonds
      issued after the Petition Date and any replacement and
      renewal of the Prepetition Surety Bonds thereafter.

  (6) Travelers will be granted an administrative expense claim
      under Sections 503(b) and 507(a)(2) of the Bankruptcy Code
      to the extent that Travelers sustains any loss in
      excess of the amount of collateral granted to Travelers.
      The Administrative Claim will be superior to the claims of
      similarly situated creditors.

The 12 participating principal Debtor-entities under the DIP
Surety Bond Program are:

  * Charter Communications, Inc.
  * CCO NR Holdings, LLC
  * Charter Cable Operating Company, LLC
  * Charter Communications, LLC
  * Charter Communications Operating, LLC
  * CCH I Holdings, LLC
  * CCH I, LLC
  * CCH II, LLC
  * CCO Holdings, LLC
  * Charter Communications Holding Company, LLC
  * Charter Communications Holdings, LLC, and
  * CCVI Operating Company, LLC

Non-debtor affiliates may participate with Travelers' consent.

A full-text copy of the Term Sheet outlining the salient terms of
the DIP Surety Bond Program is available for free at:

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

Mr. Basta elaborates that the Debtors' business and operations
necessitate the maintenance of their bonding capacity with respect
to Prepetition Surety Bonds and the DIP Surety Bond Program on an
ongoing and uninterrupted basis.  He specifies that if any Surety
Bonds lapse without renewal, the Debtors could default on various
obligations, which could severely disrupt the Debtors' operations
to the detriment of all parties-in-interest.

At the Debtors' behest, Judge James M. Peck of the U.S. Bankruptcy
Court for the Southern District of New York, authorized the
Debtors, on an interim basis, to continue in place, honor the
terms of, and make prepetition payments related to, the
Prepetition Surety Bond Program as they deem necessary or
appropriate.

The Court further approved, in all respects, the DIP Surety Bond
Program and its related agreements.  Accordingly, the Debtors are
permitted to obtain financial accommodations pursuant to the DIP
Surety Program in the amount of $20 million, on an interim basis,
for additional bonding or the renewal of or increase in existing
bonds.

The Debtors are authorized to obtain financial accommodations
pursuant to the DIP Surety Program in the amount of $20 million on
an interim basis for additional bonding or the renewal of or
increase in existing bonds, Judge Peck ruled.

As security for the Debtors' obligations under the DIP Surety Bond
Program, Judge Peck also authorized the Debtors to grant in favor
of Travelers perfected, valid, enforceable and non-avoidable liens
and security interests.

Pursuant to Sections 503(b) and 507(a)(2) of the Bankruptcy Code,
Travelers will have a superpriority administrative claim to the
extent that Travelers sustains any loss, in excess of the amount
of collateral granted to Travelers.  The Claim will be senior to
all similarly situated creditors, but junior and subordinate to
(i) the allowed claims in favor of the Debtors' secured
prepetition lenders and bondholders and (ii) the Carve Out, as
defined in the First Lien Cash Collateral Order.

The Court also authorized the Debtors to pay the premiums
associated with the DIP Surety Program, as well as all fees and
costs for all of Travelers' legal work, without further Court
order.

Travelers is granted limited relief from the automatic stay
pursuant to Section 362 of the Bankruptcy Code to effect the terms
of the DIP Surety Program including:

  (i) canceling surety bonds no longer required by the Debtors;

(ii) exercising any applicable remedies contained in the Term
      Sheet or the DIP Indemnity Agreement after any notice; and

(iii) applying the prepetition collateral to satisfy any
      prepetition claims in connection with the Prepetition
      Surety Bond Program, and the postpetition collateral in
      connection with the DIP Surety Bond Program.

A full-text copy of the Interim DIP Surety Bond Order is available
for free at:

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

The Court will convene a hearing on April 15, 2009, to consider
the Debtors' request on a final basis.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Parties Balk At Cash Collateral Motion
--------------------------------------------------------------
Wilmington Trust Company and an unofficial committee of
unaffiliated lenders object to the request of Charter
Communications Inc. and its affiliates for authority to use their
lenders' cash collateral.

The U.S. Bankruptcy Court for the Southern District of New York
has granted, on an interim basis, the Debtors' request to use
their Lenders' cash collateral for (i) operating and
administrative costs and expenses, and for working capital and
general corporate purposes, (ii) adequate protection payments,
(iii) payments of the "Reimbursement Management Fe", and (iv)
distributions to the non-Borrower and non-Guarantor debtor
affiliates for administrative costs and expenses related to the
administration of their Chapter 11 cases.

The Court has set a final hearing on the request on April 15,
2009.  Written objections must be filed no later than April 8.

Charter Communications Operating, LLC, is party to an $8 billion
Amended and Restated Credit Agreement, dated as of March 6, 2007,
by and among CCO, as borrower; CCO Holdings, LLC, as guarantor;
JPMorgan Chase Bank, N.A., as administrative agent for the lenders
from time to time party thereto; JPMorgan Chase Bank, N.A. and
Bank of America, N.A., as syndication agents; Citicorp North
America, Inc., Deutsche Bank Securities Inc., General Electric
Capital Corporation and Credit Suisse Securities (USA) LLC, as
revolving facility co-documentation agents; Citicorp North
America, Inc., and Credit Suisse Securities (USA) LLC, General
Electric Capital Corporation and Deutsche Bank Securities Inc., as
term facility co-documentation agents.

The Credit Agreement -- the First Lien Facility -- provides for
financing of up to $8 billion consisting of:

  (a) a $6.5 billion senior secured term loan, with the ability
      to enter into incremental term loans in the aggregate
      amount of up to $0.5 billion, and

  (b) a $1.5 billion senior secured revolving credit facility.

From time to time and as of the Petition Date, CCO has entered
into certain interest rate swap agreements -- each a Specified
Hedge Agreement -- with certain non-Debtor counterparties
who were, at the time of entering into the Specified Hedge
Agreements, First Lien Lenders under the Credit Agreement.  The
Operating Debtors' obligations under the Specified Hedge
Agreements also constitute secured obligations under a Guarantee
and Collateral Agreement and are secured with security interests
in the collateral pledged thereunder.

Pursuant to an Amended and Restated Guarantee and Collateral
Agreement, dated as of March 18, 1999, as amended and restated as
of March 6, 2007, in each case executed and as in effect prior to
the Petition Date, CCO and the other Operating Debtors -- those
Debtors which are "borrowers" or "guarantors" under the Credit
Agreement -- party to the Guarantee and Collateral Agreement have
granted to the Administrative Agent a security interest in certain
of their assets and property as set forth in the Guarantee and
Collateral Agreement -- the "Prepetition Collateral" -- as
collateral security for payment and performance when due of the
secured obligations under the Prepetition Loan Documents and the
Specified Hedge Agreements.

The Prepetition Collateral includes cash collateral of the
Administrative Agent and the other First Lien Secured Parties
within the meaning of Section 363(a) of the Bankruptcy Code.

Charter Communications, Inc., and its subsidiaries use funds
deposited in their bank accounts to fund their day-to-day
operations.  Full-text copies of the Debtors' 2009 Budget and
13-Week Cash Forecast may be accessed for free at:

   http://bankrupt.com/misc/charter_13wkfrcst_2009bdgt.pdf

As of the Petition Date, the Operating Debtors had approximately
$640 million of cash on hand which comprises Cash Collateral.

By this motion, the Debtors seek the Court's approval to use the
Cash Collateral, including cash on hand, as well as proceeds from
the postpetition sale of Prepetition Collateral to provide
sufficient working capital while they operate in Chapter 11.

The Debtors also seek the Court's approval to provide adequate
protection to the secured creditors' interest, and for the Court
to set a final hearing on their request no later than 25 days
following the entry of an interim cash collateral order.

                    Summary of Terms

Parties with Interest
in Cash Collateral:     JPMorgan Chase Bank, N.A., as
                        administrative agent and as syndication
                        agent, Bank of America, N.A., as co-
                        syndication agent, Citicorp North
                        America, Inc., Deutsche Bank Securities
                        Inc., General Electric Capital
                        Corporation and Credit Suisse Securities
                        (USA) LLC, as revolving facility co-
                        documentation agents and as term
                        facility co-documentation agents, and
                        the First Lien Lenders party to the
                        Credit Agreement, and the non-Debtor
                        counterparties to each Specified Hedge
                        Agreement

                        Wilmington Trust Company, as
                        representative of the Second Lien
                        Secured Parties

                        Bank of America, N.A., as representative
                        of the Third Lien Secured Parties.

Use of Cash Collateral: (a) working capital and general
                            corporate purposes, including, but
                            not limited to, capital expenditures
                            and making payments to general
                            unsecured creditors of the Operating
                            Debtors in the ordinary course on
                            account of their prepetition claims;

                        (b) adequate protection payments;

                        (c) fees payable pursuant to the
                            Debtors' management agreements; and

                        (d) distributions to Affiliated Debtors
                            for administrative costs and
                            expenses related to the
                            administration of their Chapter 11
                            Cases.

Adequate Protection:    In each case subject to the Carve Out,
                        the Administrative Agent and the First
                        Lien Lenders, and, as applicable,
                        the non-Debtor counterparties to each
                        Specified Hedge Agreement will receive:

                        -- Section 507(b) Claim
                        -- Adequate Protection Liens
                        -- Adequate Protection Payments
                        -- Covenants
                        -- Reports

Carve Out:              The Adequate Protection Liens, the
                        507(b)Claims and any other adequate
                        protection, liens or claims securing the
                        Prepetition First Lien Obligations
                        granted held by the Adequate
                        Protection Parties are subject to:

                        (a) unpaid fees payable to the United
                            States Trustee and clerk of the
                            Bankruptcy Court,

                        (b) allowed professional fees and
                            expenses incurred by the Debtors and
                            any statutory committee appointed in
                            the Chapter 11 Cases and unpaid,
                            prior to the delivery of a Carve-Out
                            Trigger Notice,

                        (c) Professional Fees incurred after the
                            first business day following
                            delivery of the Carve-Out Trigger
                            Notice in an aggregate amount not in
                            excess of $20 million, and

                        (d) the approved professional fees and
                            Expenses incurred by any court
                            appointed Chapter 7 trustee up to an
                            aggregate amount of $200,000.

Term:                   The use of Cash Collateral will end on
                        the earliest of occur of: (i) six months
                        from the date of entry of the Interim
                        Cash Collateral Order; (ii) 25 days
                        after the Petition Date if the Final
                        Order has not been entered on or before
                        that date; or (iii) upon five business
                        days' written notice after the
                        occurrence and continuation of a
                        Termination Event.

To successfully navigate through the Chapter 11 Cases, it is
extremely important that the Debtors maintain sufficient liquidity
to support the continued ordinary course operations of their
businesses notwithstanding the challenges posed by market
conditions and the filing of the Chapter 11 Cases, explains the
Debtors' proposed counsel, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York.

Absent authorization to use the Cash Collateral, Mr. Cieri says,
the Debtors will certainly be unable to sustain their businesses
and, as a result, will have to terminate their operations and
liquidate their assets, all to the material detriment of all
parties-in-interest.

The Administrative Agent and the members of the steering committee
for the First Lien Lenders have consented to the Debtors' use of
Cash Collateral in the ordinary course of business, subject to the
terms discussed, Mr. Cieri relates.

"This consent was the result of good faith, arms' length
negotiations between the Administrative Agent and the Debtors
regarding the Debtors' use of the Cash Collateral to fund the
Debtors' business operations and maintain the value of the
Debtors' estates," he says.  "Pursuant to the First-Second Lien
Intercreditor Agreement, the Second Lien Representative and the
Second Lien Secured Parties are deemed to have consented to the
Debtors' use of Cash Collateral."

                           Responses

(a) Wilmington Trust

Wilmington Trust Company filed a statement in Court asserting that
the denial of adequate protection to the second lien noteholders
pending entry of the final order approving the use of cash
collateral violates the intercreditor agreement among Wilmington
Trust and the first lien secured parties.  Wilmington Trust also
reserves all rights of the second lien noteholders under that
agreement.

Wilmington Trust serves as indenture trustee for holders of the 8%
Senior Second Lien Notes due 2012, the 8.375 % Senior Second Lien
Notes due 2014, and the 10.875% Senior Second Lien Notes due 2014.
Wilmington Trust is also party to an Amended and Restated
Intercreditor Agreement for the First Lien Secured Parties,
pursuant to which Wilmington Trust agreed not to object, and is
deemed to consent, to the Debtors' use of cash collateral if the
First Lien Representative or the First Lien Secured Parties either
consent or do not object.  Because the First Lien Representative
has consented to the use of cash collateral, Wilmington Trust
cannot, and does not, object to the Debtors' request to use cash
collateral.

Wilmington Trust, however, notes that under the Intercreditor
Agreement, it is entitled to seek adequate protection for the
benefit of the Second Lien Secured Parties in the form of
additional collateral and replacement liens, superpriority claims
and payment of interest, fees and expenses, if the First Lien
Representative obtains adequate protection, provided that the
Second Lien Secured Parties' adequate protection is subordinate to
the First Lien Secured Parties' adequate protection.

Michael B. Hopkins, Esq., at Covington & Burling LLP, in New York,
relates that the First Lien Representative has refused to consent
to the grant of adequate protection to the Second Lien Secured
Parties until entry of the final cash collateral order.  As a
result, he notes, the Second Lien Secured Parties have no
protection against the diminution in value of their cash
collateral in the interim period.

Wilmington Trust believes the First Lien Representative's position
violates the Intercreditor Agreement and the rights of the Second
Lien Secured Parties.  Mr. Hopkins contends that the Second Lien
Secured Parties are also entitled to interim adequate protection
in accordance with the Intercreditor Agreement, and there is no
support in that agreement for the First Lien Representative's
contention that the Second Lien Secured Parties may not be granted
adequate protection until entry of the Final Cash Collateral
Order.

Wilmington Trust, hence, reserves its rights against the First
Lien Representative and the First Lien Secured Parties in the
event the Second Lien Secured Parties suffer any damages or
diminution in the value of their collateral during the interim
period as a result of the First Lien Representative's violation of
the Intercreditor Agreement.

(b) Unaffiliated Lenders

An unofficial committee of unaffiliated lenders object to the
request asserting that although the request and the accompanying
proposed interim cash collateral order recognize CCO's obligation
to pay certain trustee's fees and expenses, the request and
Proposed Order do not currently provide for the further
reimbursement of the fees and expenses of the First Lien Lender
Group, as also contemplated by the Credit Agreement.

The First Lien Lender Group collectively holds approximately
$2 billion of indebtedness under the Credit Agreement.  The
obligations were guaranteed by various subsidiaries and affiliates
of CCO.

Hence, the First Lien Lender Group asks the Court to deny the
relief sought to the extent that it would fail to provide for the
payment of trustee's fees and expenses, and enter interim and
final orders consistent with the objection.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Seeks to Limit Securities Trading
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted, on an interim basis, the request of
Charter Communications, Inc., for approval of procedures limiting
the trading of the Debtors' securities.

The Court will convene a hearing on April 15, 2009, to consider
final approval of the request.

The Debtors have incurred, and are currently incurring,
significant net operating losses.  As of December 31, 2008, the
Debtors had NOL carryforwards of approximately $8.7 billion.

The Debtors seek to protect and preserve their valuable tax
attributes, including NOL carryforwards and certain other tax
credits by establishing notification and hearing procedures
regarding the trading of Charter Communications, Inc.'s common
stock during the pendency of the bankruptcy cases that must be
complied with before trades or transfers of the securities become
effective.

If no restrictions on trading are imposed, trading could severely
limit the Debtors' ability to use their Tax Attributes, including
their NOLs, asserts Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, in New York, the Debtors' proposed counsel.

The Debtors' Tax Attributes is a valuable asset of the bankruptcy
estates, and failure to protect it could lead to significant
negative consequences for the Debtors, the estates, and the
overall reorganization process, Mr. Cieri argues.  He explains
that the NOLs are of significant value because the Debtors can
carry forward their NOLs to offset their future taxable income for
up to 20 taxable years, thereby reducing their future aggregate
tax obligations.

"Such NOLs may also be utilized by the Debtors to offset any
taxable income generated by transactions completed during the
chapter 11 cases at a combined federal and state tax rate of
approximately 40%," Mr. Cieri says.  "Accordingly, the Debtors'
NOLs could result in a future tax savings of approximately
$3.4 billion," he continues.

Unrestricted trading of the Common Stock could adversely affect
the Debtors' NOLs if (i) too many 5% or greater blocks of Common
Stock are created, or (ii) too many shares are added to or sold
from those blocks so that, together with previous trading by 5%
shareholders during the preceding three-year period, an ownership
change within the meaning of Section 382 of the Internal Revenue
Code of 1986 is triggered prior to emergence and outside the
context of a confirmed Chapter 11 plan of reorganization, Mr.
Cieri explains.

To preserve the flexibility to craft a Chapter 11 plan that
maximizes the use of their NOLs, the Debtors sought limited relief
that will enable them to closely monitor certain transfers of
Common Stock so as to be in a position to act expeditiously to
prevent transfers, if necessary, Mr. Cieri says.  The relief
requested directly affects only holders of the equivalent of more
than 20 million shares of Common Stock and parties who are
interested in purchasing sufficient Common Stock to result in that
party becoming a holder of the equivalent of at least
20 million shares of Common Stock.

The Debtors set these procedures for trading in Common Stock:

  (a) Any entity, who currently is or becomes a substantial
      shareholder, must file with the Court, and serve upon
      counsel to the Debtors, a declaration of that status;

  (b) Before effectuating any Pre-Effective Date transfer of
      Common Stock that would result in an increase in the
      amount of Common Stock of which a substantial shareholder
      has beneficial ownership or would result in an entity
      becoming a substantial shareholder, the substantial
      shareholder or entity must file with the Court, and serve
      upon counsel to the Debtors, an advance written
      declaration of the intended transfer of Common Stock;

  (c) Before effectuating any Pre-Effective Date transfer of
      Common Stock that would result in a decrease in the amount
      of Common Stock of which a substantial shareholder has
      beneficial ownership or would result in a substantial
      shareholder ceasing to be a substantial shareholder, the
      substantial shareholder must file with the Court, and
      serve upon counsel to the Debtors, an advance written
      declaration of the intended transfer of Common Stock;

  (d) The Debtors will have 15 calendar days after receipt of a
      Declaration of Proposed Transfer to file with the Court
      and serve on the substantial shareholder an objection to
      any proposed Pre-Effective Date transfer of Common Stock
      on the basis that the transfer is reasonably likely to
      result in a Pre-Effective Date Ownership Change.  If the
      Debtors file an objection, the transaction would not be
      effective unless and until the objection is withdrawn or
      until the end of the 10th day after the Court enters an
      order overruling the objection; and

  (e) For purposes of the proposed procedures:

      * a substantial shareholder is any entity that has
        beneficial ownership of either at least 20 million
        shares of Class A Common Stock or 20 million shares of
        Class A and Class B Common Stock in the aggregate;

      * beneficial ownership of Common Stock means, with respect
        to any holder, (i) ownership of Common Stock directly by
        the holder, (ii) ownership of Common Stock by
        subsidiaries of the holder, immediate family members and
        entities acting in concert with the holder to make a
        coordinated acquisition of Common Stock, and (iii)
        Common Stock that the holder has an option to acquire;
        and

      * an option to acquire Common Stock means any contingent
        purchase, warrant, convertible debt, put, Common Stock
        subject to risk of forfeiture, contract to acquire
        Common Stock or similar interest, regardless of whether
        it is contingent or otherwise not currently exercisable.

With respect to the Procedures for Trading in Common Stock, the
Debtors intend to waive, in their sole discretion, any and all
restrictions, stays and notification procedures contained in the
request or in any order entered with respect to the request.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: To Protect 2nd, 3rd Lien Lenders' Interest
------------------------------------------------------------------
Charter Communications Operating, LLC, is party to an $8 billion
Amended and Restated First Lien Credit Agreement, dated as of
March 6, 2007, among CCO, as borrower, CCO Holdings, LLC, as
guarantor, JPMorgan Chase Bank, N.A., as administrative agent for
the lenders, and other lenders.

As of the Petition Date, CCO has entered into certain interest
rate swap agreements -- or Specified Hedge Agreements -- with
certain non-Debtor counterparties, who were, at the time of
entering into the Specified Hedge Agreements, First Lien Lenders
under the First Lien Credit Agreement.

The obligations of those Debtors that are either a "Borrower" or
"Guarantor" under a senior secured indenture -- the Operating
Debtors -- under the Specified Hedge Agreements (i) also
constitute secured obligations under the Amended and Restated
First Lien Security Agreement dated as of March 18, 1999, and (ii)
are secured with security interests in certain collateral.
Operating Debtors are those Debtors.

Pursuant to the First Lien Security Agreement, CCO and the other
Operating Debtors that are party to the First Lien Security
Agreement have granted to the Administrative Agent, for the
ratable benefit of the First Lien Secured Parties, a security
interest in certain of their assets and property as collateral
security for payment and performance when due of the secured
obligations under the Prepetition Loan Documents and the Specified
Hedge Agreements.  The Prepetition Collateral includes cash
collateral of the Administrative Agent and the other First Lien
Secured Parties within the meaning of Section 363(a) of the
Bankruptcy Code.

                   Second Lien Secured Notes

CCO has issued certain 8% senior second lien notes due 2012 and 8
3/8% senior second lien notes due 2014 under that certain
Indenture, dated as of April 27, 2004, among CCO and Charter
Communications Operating Capital Corp., as issuers, and Wilmington
Trust Company, as successor trustee to Wells Fargo Bank, N.A.

Pursuant to a certain Collateral Agreement, dated as of April 27,
2004, CCO and the other Operating Debtors party to the 8%
Indenture Collateral Agreement have granted to the 8% Indenture
Trustee, for the benefit of the 8% Indenture Trustee and the
holders of the 8% Second Lien Notes, a second-priority lien on the
Prepetition Collateral, including Cash Collateral, as collateral
security for payment and performance when due of the secured
obligations under the Prepetition 8% Notes Documents.

As of the Petition Date, approximately $1.87 billion of 8% Second
Lien Notes were issued and outstanding under the 8% Second Lien
Indenture.

CCO has also issued certain 10.875% senior second lien notes due
2014 under that certain Indenture dated as of March 19, 2008,
among CCO and Charter Communications Operating Capital Corp., as
issuers, and Wilmington Trust Company.

Pursuant to a certain Collateral Agreement, dated as of March 19,
2008, CCO and the other Operating Debtors party to the 10.875%
Indenture Collateral Agreement have granted to the 10.875%
Indenture Trustee, for the benefits of the 10.875% Indenture
Trustee and the holders of the 10.875% Second Lien Notes, a
second-priority lien on the Prepetition Collateral, including Cash
Collateral, as collateral security for payment and performance
when due of the secured obligations under the Prepetition 10.875%
Notes Documents.

As of the Petition Date, approximately $546 million of 10.875%
Second Lien Notes were issued and outstanding under the 10.875%
Second Lien Indenture.

                    Intercreditor Agreement

The Administrative Agent, on behalf of the First Lien Secured
Parties, and Wilmington Trust Company, as representative for the
Second Lien Secured Parties and as the 8% Indenture Trustee and as
the 10.875% Indenture Trustee, entered into that certain Amended
and Restated Intercreditor Agreement, dated as of
March 19, 2008.

Pursuant to the Intercreditor Agreement, the Administrative Agent
and the Second Lien Representative agreed that all liens granted
in favor of the Second Lien Secured Parties securing the
Prepetition Notes Obligations are expressly junior in priority,
operation and effect to all liens securing the Prepetition First
Lien Obligations, whenever arising.

            Proposed First Lien Adequate Protection

Pursuant to the Debtors' request to use cash collateral, the
Debtors propose to adequately protect the First Lien Secured
Parties for use of their Prepetition Collateral through:

  (1) adequate protection liens;
  (2) a superpriority claim;
  (3) adequate protection payments;
  (4) certain financial covenants; and
  (5) various financial and other reporting requirements.

The Administrative Agent and the members of the steering committee
for the First Lien Secured Parties have consented to the First
Lien Adequate Protection and the use of Cash Collateral pursuant
to and consistent with the terms of the order granting the Cash
Collateral Request.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to grant the Second
Lien Secured Parties, as adequate protection for any diminution in
value of their interest in the Prepetition Collateral, subject and
subordinated in all respects to the claims and liens granted under
the Cash Collateral Order, the terms of the Intercreditor
Agreement and certain carve out:

  (a) to the extent provided in Section 507(b) of the Bankruptcy
      Code, an allowed superpriority administrative claim;

  (b) second priority liens and junior liens on and security
      interests in all prepetition and postpetition unencumbered
      assets, which are valid, binding, enforceable, non-
      avoidable and automatically-perfected security interests
      and liens;

  (c) payments of prepetition interest, as well as current
      postpetition payment of interest at the default rate, and
      the reasonable and documented expenses incurred or accrued
      by the Second Lien Representative in connection with the
      Prepetition 8% Notes Documents and the Prepetition 10.875%
      Notes Documents; and

  (d) the identical financial and other reporting deliverable to
      the Administrative Agent under the Cash Collateral Order.

In a nutshell, the Debtors' proposed counsel, Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, says, the Debtors
propose to provide, and the Second Lien Secured Parties are deemed
to have agreed to accept, adequate protection for any diminution
in the value of their interests in the Debtors' property in the
form of, among other things, Adequate Protection Liens, a 507(b)
Claim, Adequate Protection Payments and certain financial and
other reporting requirements.

The Debtors believe that the proposed adequate protection package
is fair and reasonable and will adequately protect the Second Lien
Secured Parties.  Mr. Cieri assures the Court that the
Administrative Agent and the other First Lien Secured Parties have
consented, and the Second Lien Representative, on behalf of the
Second Lien Secured Parties, is deemed to have consented, to the
use of Cash Collateral and grant of First Lien Adequate Protection
upon the terms of the proposed Cash Collateral Order.

             Protection for 3rd Lien Secured Parties

The Debtors also seek the Court's authority to provide adequate
protection to certain third lien secured parties pursuant to
Sections 361, 362, 363(e), 503(b), and 507 of the Bankruptcy Code.

As previously reported, Charter Communications Operating, LLC, as
borrower, CCO Holdings, LLC, as guarantor, JPMorgan Chase Bank,
N.A., as administrative agent for the lenders, and several lenders
entered into that certain $8,000,000,000 Amended and Restated
First Lien Credit Agreement, dated as of March 6, 2007.

                  Third Lien Credit Facility

CCOH is party to a certain Credit Agreement, dated as of March 6,
2007, among CCOH, as borrower, certain banks and financial
institutions and Wells Fargo Bank, N.A., as successor to Bank of
America, N.A., as administrative agent.  The Third Lien Credit
Agreement provides for a $350 million term loan, with the ability
to enter into incremental term loans from time to time.

Pursuant to a Pledge Agreement executed in connection with the
Third Lien Credit Agreement, dated as of March 5, 2007, CCOH has
granted to the Third Lien Representative, for the ratable benefit
of the Third Lien Lenders, a security interest in all of CCOH's
right, title and interest in the ownership interests of CCO as
collateral security for payment and performance when due of the
secured obligations under the Third Lien Loan Documents.

                    Intercreditor Agreement

The Administrative Agent, on behalf of the First Lien Secured
Parties, and the Third Lien Representative, on behalf of the Third
Lien Secured Parties, entered into that certain Intercreditor
Agreement, dated as of March 6, 2007, relating to their security
interests in certain collateral of CCOH and its subsidiaries,
including the common collateral.  Common Collateral means all
assets that are both First Lien Prepetition Collateral and Third
Lien Prepetition Collateral.

Pursuant to the Intercreditor Agreement, the Administrative Agent
and the Third Lien Representative agreed that any and all liens
granted in favor of the Third Lien Secured Parties securing the
Operating Debtors' obligations under the Third Lien Loan Documents
are expressly junior in priority, operation and effect to any and
all liens securing the Prepetition First Lien Obligations,
whenever arising.

            Proposed First Lien Adequate Protection

Pursuant to the request to use cash collateral, the Debtors
propose to adequately protect the First Lien Secured Parties for
use of their First Lien Prepetition Collateral, including Cash
Collateral, through adequate protection liens, a superpriority
claim, adequate protection payments, certain financial covenants,
and various financial and other reporting requirements.

In addition, the Debtors seek to grant the Third Lien Secured
Parties, as adequate protection for any diminution in value of
their interest in the Third Lien Prepetition Collateral:

  (a) to the extent provided in Section 507(b) of the Bankruptcy
      Code, an allowed superpriority administrative claim;

  (b) valid, binding, enforceable, non-avoidable and
      automatically-perfected third priority liens on and
      security interests in all Common Collateral; and

  (c) payments of prepetition interest, as well as current
      postpetition payment of interest at the default rate and
      the reasonable and documented expenses incurred or accrued
      by the Third Lien Representative in connection with the
      Third Lien Loan Documents.

The Debtors believe that the proposed adequate protection package
is fair and reasonable and will adequately protect the Third Lien
Secured Parties against any diminution in value of their interests
in the Third Lien Prepetition Collateral.  The Third Lien Secured
Parties have consented to the use of their Cash Collateral and the
proposed adequate protection package.

                   About Charter Communications

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

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

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

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

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


CHEMTURA CORP: Court Restricts Transfers of Common Stock
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on April 1, 2009, interim notification and hearing
procedures restricting transfers of certain common stock in
Chemtura Corporation, et. al., in order to preserve the Debtors'
tax attributes.

Failure to follow the procedures will constitute a violation of,
among other things, the automatic stay provisions of Sec. 362 of
the Bankruptcy Code.  Any prohibited transfer of common stock in
the Debtors in violation of this order will be null and void ab
initio and may be punished by contempt or other sanctions imposed
by the court.

Pursuant to the interim order, any entity who currently is or
becomes a Substantial Shareholder must file with the Court, and
serve upon counsel to the Debtors, a declaration of said status,
on or before the later of (i) May 17, 2009, and (ii) 10 days after
becoming a Substantial Holder.

For purposes of this order, a Substantantial Holder is any entity
that has beneficial ownership of at least 11.5 million shares of
common stock of Chemtura.

Prior to effectuating any transfer of common stock that would
result in an increase or decrease in the amount of common stock of
which a Substantial Shareholder has beneficial ownership or would
result in an entity becoming or ceasing to be a Substantial
Shareholder, said Substantial Shareholder must file with the Cout,
and serve upon counsel to the Debtors, an advance written
declaration of the intended transfer of common stock.

The Debtors will have 30 calendar days after receipt of a
Declaration of Proposed Transfer to file with the Court and serve
on such Substantial Shareholder an objection to any proposed
transfer of common stock on the grounds that such transfer might
adversely affect the Debtors' ability to utilize their net
operating losses and tax attributes, including NOL carry-forwards
and business credits.

If the Debtors file an objection, said transfaction is not
effective unless such objection is withdrawn by the Debtors or
said transaction is approved by a final order of the Court.  If
the Debtors do not object within the 30-day period, said
transaction can proceed.

If no objection is received on this motion, this order will become
a final order immediately following the objection deadline on
April 20, 2009, nunc pro tunc to April 1, 2009.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D. N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.


CHRYSLER LLC: Lenders Exchange Proposals with Treasury
------------------------------------------------------
General Motors Corp. and Chrysler LLC previously said that a
bankruptcy filing is not an option since it would be more costly
and would further hurt revenues.  Since President Obama's auto
panel said that the two automakers' outside-of-bankruptcy-court
restructuring plans submitted February 17 were not viable, the two
Detroit carmakers and the U.S. government are now considering a
bankruptcy filing by either or both, if milestones are not
achieved.

According to an April 12 report by The Wall Street Journal,
General's strategy for a quick bankruptcy case is likely to spark
legal challenges from bondholders worried about getting
steamrolled.  Key members of an ad hoc committee representing GM
bondholders have begun preparing arguments against the auto
maker's bankruptcy plan, according to people familiar with the
strategy.

The WSJ said GM's leading bankruptcy plan would break the company
into two parts: a good GM made up of strong assets, such as
Chevrolet and the auto maker's Chinese operations; and a bad GM of
underperforming assets and billions of dollars in obligations that
essentially would be wound down in bankruptcy court.  Proceeds
from the government's eventual sale of equity in the good company
in part would go toward paying parties that have leverage over the
auto maker. Those include the United Auto Workers union, which is
owed tens of billions in health-care payments; and unsecured
bondholders, who hold $29 billion in GM debt.

Even though unsecured bondholders would get stock in the good GM,
the people familiar with the matter said bondholders are concerned
that GM's so-called 363 sale unnecessarily pushes bondholders to
accept hefty losses on their investments, WSJ reported.  According
to WSJ, the threat of legal opposition is one reason GM management
had resisted filing in bankruptcy court for protection from
creditors. GM and the government have a handful of different game
plans to emerge from bankruptcy court within a few months, rather
than the typical stay of at least a year. But all those plans are
subject to the discretion of a bankruptcy judge and the
cooperation of stakeholders. "It's the ultimate democratic
process," a GM executive said, summing up the complications that
can arise in bankruptcy court.

            Chrysler Facing April 30 Deadline

To cut the carmaker's debt before an April 30 deadline, Chrysler
LLC's lenders are holding meetings and exchanging proposals with
the U.S. Treasury Department, Mike Ramsey and Jeff Green of
Bloomberg News reported, citing people familiar with the
situation.

Bloomberg states that months of inaction came to an end last week
when talks began. According to one of the people, who asked not to
be named because the talks are private, discussions include
concepts for dividing ownership in Chrysler among the banks, the
United Auto Workers union and Fiat SpA.

According to the same people, neither the banks nor the U.S.
government want a liquidation of Chrysler which could damage the
shrinking U.S. economy and leave little for the lenders.
Additionally, the UAW aimed to reach an agreement as soon as this
week on obligations to the Voluntary Employee Beneficiary
Association retiree health-care fund.

Bloomberg points out that efforts to eliminate Chrysler's debt and
separate talks with the UAW over a retiree health-care trust are
aimed at addressing two hurdles the Obama administration said must
be cleared to forge a deal with Italian carmaker Fiat SpA. That is
to receive $6 billion in U.S. loans and to avoid liquidation.

President Barack Obama's automotive task force said last week that
Chrysler is not viable as a stand-alone company and a bankruptcy
may be the most effective way to extinguish liabilities, Bloomberg
said. President Obama said the U.S. would provide working capital
to Chrysler, if needed, only through April.

On the other hand, Bloomberg said that the UAW efforts at Chrysler
mean less energy is being spent in talks with GM.  The Detroit-
based automaker has a June 1 deadline to reach agreements with its
unions and unsecured creditors or be forced into bankruptcy by the
Obama administration, which has already lent GM $13.4 billion.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         Liquidity Crunch

Chrysler has been trying to keep itself afloat.  As reported by
the Troubled Company Reporter on March 20, 2009, its Chief
Financial Officer Ron Kolka, has said even if Chrysler gets
additional government loans, it could face another cash shortage
in July when revenue dries up as the company shuts down its
factories for two weeks to change from one model year to the next.
The Company's CFO has said Chrysler planned for the $4 billion
federal government bailout it received Jan. 2 to last through
March 31.  The Company is talking with the Obama administration's
autos task force about getting another $5 billion, and faces a
March 31 deadline to complete its plan to show how it can become
viable and repay the loans.

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

A copy of the Chrysler viability plan is available at:

               http://ResearchArchives.com/t/s?39a3

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


CHUKCHANSI ECONOMIC: S&P Gives Negative Outlook; Keeps B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Coarsegold, California-based Chukchansi Economic Development
Authority to negative from stable.  S&P affirmed all of its
ratings on CEDA, including the 'B+' issuer credit rating.

"The outlook revision reflects weaker-than-expected operating
performance in 2008, which has resulted in credit measures that
are somewhat weak for the rating," said Standard & Poor's credit
analyst Melissa Long.  "It also reflects S&P's concern that the
weakened state of the economy, particularly in Chukchansi Gold
Resort & Casino's primary markets, will continue to weigh on
CEDA's operating performance throughout 2009."

In 2008, revenues declined in the mid-single-digit percentage area
year over year, and EBITDA declined in the mid-teens area.  The
current rating incorporates the assumption that revenues could
decline in the low- to mid-single-digit range in 2009, and that
EBITDA could decline in the high-single-digit area.  Under these
assumptions, S&P expects that leverage will rise and continue to
remain at a level that is somewhat weak for the rating.  However,
S&P expects EBITDA coverage of interest to remain adequate for the
rating.

The 'B+' rating reflects CEDA's narrow business position as the
operator of a single casino and the narrow economic base of its
primary market (Fresno, California), which contributes to greater
market volatility.  The high quality of the Chukchansi Gold Resort
& Casino and a capital structure that is expected to allow the
Authority to weather the economic downturn partially temper these
factors.  CEDA has no third-party debt maturities until 2012, and
about two-thirds of its interest costs are fixed.

CEDA was created to operate the Chukchansi Gold Resort & Casino
for the Picayune Rancheria Band of Chukchansi Indians (the Tribe).
The Tribe is one of more than 100 federally recognized Native
American tribes in California, more than half of which are
currently operating gaming establishments.  The Tribe entered into
its compact with the State of California in 1999, and it expires
in 2020.  The compact permits forms of Class III gaming, including
slot machines and card games.

In August 2008, Chukchansi completed an approximately
$100 million expansion project, which included a new hotel tower
with about 220 rooms.  While S&P continue to believe that this
expansion makes sense for the property in the long term given
historically strong occupancy trends in its first hotel tower, S&P
believes the economy's effect on performance will initially
outweigh the returns from this expansion project.


CITIGROUP INC: RiskMetrics Opposes Re-Election of 4 Directors
-------------------------------------------------------------
To improve management of the company's risks, Citigroup Inc.
investors should vote against re-electing four of 14 board
members, including John Deutch and Michael Armstrong, Bloomberg
News' Christine Harper reported, citing a shareholder advisory
group.

According to the report, RiskMetrics Group Inc.'s ISS Governance
Services argued their side in an April 10 statement saying,
"Despite the fact that the board has many incumbent directors that
have been successful in their respective fields and have been on
the board for some time, their track record taken as a whole is
dismal given that the company is currently surviving on federal
assistance.  Although responsibility for this lies with the whole
board, we do not believe that removing the whole board would be in
the best interests of the shareholders at this critical juncture."

RiskMetrics further stated, "The pattern of chronic oversight
failure at Citi and the magnitude of the corresponding shareholder
losses warrant removal from the board of directors most
responsible for risk oversight.  A vote against a director may
have real consequences."

Additionally, Bloomberg noted that RiskMetrics said in the same
statement, "Former U.S. Central Intelligence Agency director John
Deutch, former AT&T Inc. chief executive officer Michael
Armstrong, and chairman of Alcoa Inc. Alain Belda, should be
opposed "for poor risk oversight".   Xerox Corp. CEO Anne Mulcahy
shouldn't be re-elected because she sits on more than three
boards, which may limit her effectiveness."

RiskMetrics supports re-election for other directors, including
Chairman Richard Parsons, Bloomberg said.

Moreover, the report states that RiskMetrics also recommended that
shareholders vote for requiring the company to disclose
information on its compensation consultant and that senior
executives be required to retain 75% of the shares acquired
through compensation plans for two years after they leave the
company.

Bloomberg relates that in February an Obama administration
official said, the government pressed Citigroup to revamp its
board to show Wall Street and the public that companies face
consequences when extraordinary steps are needed to aid them. The
Treasury took a 36% stake in the bank after $45 billion failed to
stem losses.

Meanwhile, in an e-mailed statement spokesman Citigroup New York
wrote, "Citi's board of directors has diligently carried out its
responsibilities during one of the most severe market downturns in
decades.  There is no basis for any recommendations against
directors."

                         About Citigroup

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

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


CLIFFS NATURAL: Cuts Production at West Virginia, Alabama Sites
---------------------------------------------------------------
Cliffs Natural Resources Inc., citing a continuing softness in the
demand for metallurgical coal used by the steel industry, said it
is taking a number of steps at its mines in West Virginia and
Alabama to align its 2009 production with customer demand.

In West Virginia, its wholly owned subsidiary Pinnacle Mining
Company, LLC, has indefinitely idled its Green Ridge No. 1 mine.
In addition, its Pinnacle mine will halt production beginning on
April 13 for approximately two months.  Layoffs associated with
the idling of the Green Ridge No. 1 mine and reduced operations at
the Pinnacle Prep Plant affect 90 employees.  The production
curtailment at the Pinnacle mine will affect approximately 200
employees.

Operating levels at Cliffs' wholly owned Alabama subsidiary Oak
Grove Resources, LLC, will also be reduced, resulting in the
layoff of about 65 employees at its Oak Grove mine and Concord
Prep Plant.

"We are making these production adjustments due to the reduced
demand for metallurgical coal in the United States and throughout
the world," said Don Gallagher, president of Cliffs Natural
Resources North American Business Unit.  "As we go forward, we
will continue to review our operating levels to ensure that we
balance our production and inventory with customer demand."

These production adjustments will put the current 2009 annual
operating rate at approximately 2.2 million tons.

The Pinnacle, Green Ridge No. 1 and Oak Grove mines produce
metallurgical coal for the steel industry.  Metallurgical coal
demand has been reduced as the steel industry has cut back
production in the face of the global economic slowdown.

                  About Cliffs Natural Resources

Based in Cleveland, Ohio, Cliffs Natural Resources --
http://www.cpg-llc.com/-- is an international mining and natural
resources company.  The Company is the largest producer of iron
ore pellets in North America, a major supplier of direct-shipping
lump and fines iron ore out of Australia and a significant
producer of metallurgical coal.  The Company is organized through
three geographic business units -- The North American business
unit is comprised of six iron ore mines owned or managed in
Michigan, Minnesota and Eastern Canada, and two coking coal mining
complexes located in West Virginia and Alabama.  The Asia Pacific
business unit is comprised of two iron ore mining complexes in
Western Australia and a 45% economic interest in a coking and
thermal coal mine in Queensland, Australia.  The South American
business unit includes a 30% interest in the Amapa Project, an
iron ore project in the state of Amapa in Brazil, as well as a
number of smaller greenfield projects not yet in production.


CMP SUSQUEHANNA: S&P Downgrades Corporate Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CMP Susquehanna Radio Holdings Corp. to 'SD' from 'CC'.
In addition, S&P lowered the issue-level rating on the company's
9.875% senior subordinated notes due 2014 to 'D' from 'C'.  These
ratings were removed from CreditWatch, where they were placed with
negative implications on March 12, 2009, after the company
announced its exchange offer.  The 'CCC+' issue-level rating on
CMP Susquehanna's $800 million secured credit facilities remains
on CreditWatch with negative implications.

The downgrade follows the company's completion of the exchange
offer for its 9.875% senior subordinated notes.  The rating
actions are consistent with S&P's previously published
indications.  As S&P stated on March 12, 2009, S&P consider the
completion of the tender offer to be a distressed exchange and, as
such, tantamount to a default under S&P's criteria (see Standard &
Poor's research report on CMP Susquehanna published March 12,
2009).

"We expect to assign a new corporate credit rating to CMP
Susquehanna by mid April," said Standard & Poor's credit analyst
Jeanne Mathewson.  "The new rating will be based on our assessment
of the company's new capital structure, liquidity profile,
business prospects, and other relevant rating considerations."

The successful tender offer will reduce debt and interest costs
and improve the company's headroom under its total leverage
covenant at a time when radio broadcasters' revenues are declining
steeply.  However, even with this debt reduction, S&P's
preliminary expectation is that the new corporate credit rating
will likely not be higher than 'CCC+', as CMP's ability to meet
covenants over the intermediate term will still rely on a
substantial moderation of the recent advertising revenue declines
and/or further reductions in debt.  The company's leverage
covenant steps down three times in 2009, from 10.5x at the end of
2008 to 9.5x at the end of 2009.  EBITDA declined 23% in the
quarter ended Sept. 30, 2008.  If declines of this magnitude
continue or accelerate in 2009, S&P believes that the company
would likely violate covenants in the second half of the year,
even with the deleveraging benefit from the successful completion
of the exchange offer.

CMP Susquehanna exchanged 3.3 million shares of CMP Susquehanna
Radio Holdings series A preferred stock, warrants to purchase
3.7 million shares of the company's common stock, and $14 million
in new variable-rate senior subordinated secured second-lien notes
due 2014 for $175.5 million principal amount of its 9.875% senior
subordinated notes.  S&P estimates that the exchange will reduce
the company's interest expense by roughly 25%.


COMMERCIAL VEHICLE: Liquidity Concerns Cue S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and senior unsecured debt ratings on Commercial
Vehicle Group Inc. to 'CCC+' from 'B'.  The outlook is developing.

"The rating actions reflect S&P's concerns about CVG's cash
generation and liquidity, given the prolonged and deep commercial
vehicle downturn," said Standard & Poor's credit analyst Nancy
Messer.  In S&P's opinion, CVG's ability to avoid having to pursue
a financial restructuring in 2009 or 2010 depends on the timing of
the commercial truck recovery and CVG's realizing its cost savings
from restructuring initiatives taken in recent months.  The
severity of the recession has exacerbated the depth and duration
of the North American commercial truck industry downturn; and
given the uncertainty about the timing of an economic rebound, S&P
no longer expect the commercial truck market to improve materially
in the second half of 2009.  This is the third year sequentially
that the company has been required to reduce its cost structure,
which S&P believes is about 75% variable, to match sinking
revenues.  In S&P's opinion, given the weak economy, the new
engine regulations that take effect in 2010 will not trigger a
significant prebuy to boost sales.  The company faces tight
liquidity this year because it will generate limited, if any, free
cash after capital expenditures, has a small amount of cash on
hand, and its new revolving facility contains minimum EBITDA
covenants in 2009.

The ratings on New Albany, Ohio-based CVG reflect the company's
highly leveraged financial risk profile, which has worsened with
the decline of EBITDA caused by the deep trough in demand.  CVG
designs, engineers, and produces structural components of truck
cabs, including frame sleeper boxes and cab-related interior
products for the commercial-truck markets.  CVG had $165 million
in total balance sheet debt as of Dec. 31, 2008, excluding S&P's
adjustments for operating leases and unfunded postretirement
benefit obligations.

S&P views the business risk profile as vulnerable, reflecting
CVG's role as a supplier to a concentrated group of large, price-
sensitive commercial-truck original equipment manufacturers.
CVG's market risk is concentrated in North America, where it
generates the vast majority of its revenues.  The company's
exposure to volatile commodity costs and the highly cyclical and
competitive nature of its end markets are key risks.

Despite CVG's variable cost structure and seasoned management
team, cost-reduction initiatives in the past two years have not
kept pace with the rapid rise in material and freight costs,
combined with significantly lower volumes, because of a dramatic
drop in economic activity and tight credit conditions for truck
buyers, as well as price concessions to customers.  In addition,
CVG experienced weakness in 2008 in the European construction
equipment market as the economies in that region turned down.  S&P
believes there is also a risk that CVG may fund acquisitions with
debt and cash flow as opportunities arise in the weak market.

CVG generates about 44% of its revenues from the sale of
components to the North American Class 8 truck market.  Sales to
the construction equipment market contribute nearly 20% of the
company's revenues and some diversity to the earnings stream, but
S&P views this market as also weak.  The remainder of revenues
comes from sales to the aftermarket, U.S. military, and other
markets.  CVG's earnings have also been hurt by adverse product
mix because an increased percentage of North American sales have
been for export to Mexico, where trucks carry less content per
vehicle for CVG.  Earnings were also negatively affected by
underperforming businesses acquired in late 2007 and by relatively
high commodity and logistics costs.  In the fourth quarter of
2008, CVG recorded impairments of about $144.7 million of goodwill
and $62.8 million of intangible assets relating to customer
relationships.

S&P expects the North American recession to dampen the effect of
any improvement in commercial-truck build rates before the next
emissions change in 2010.  Because of S&P's lowered expectations
for a market rebound in 2009, S&P believes CVG's adjusted total
debt to EBITDA could approach 10x this year.  S&P also believe CVG
could use $15 million of cash in 2009.

Liquidity is tight because of minimum EBITDA covenants on CVG's
revolving credit line and the likelihood that the company's free
cash flow will be neutral at best in the year ahead.  CVG had
$7 million in cash at Dec. 31, 2008.  Cash flow generation, which
has historically been positive, will likely be neutral (plus or
minus $15 million) in the year ahead.  As S&P had expected, CVG
refinanced in January 2009 its revolving credit facility that had
been scheduled to expire in January 2010.  The company's new
asset-based lending facility took effect Jan. 7, 2009; however,
deteriorating market conditions compelled the company to negotiate
an amendment, effective March 12, to relax 2009 covenants.

CVG has low, unfunded pension and other postretirement employee
benefit obligations.  The company hedges its currency position to
predict future sales and purchases, and it fixes contracts with
acceptable rates to break even on foreign exchange.  CVG has no
accounts receivable securitization or early pay programs with the
OEMs.

S&P believes CVG could remain acquisitive if relatively small
opportunities arise in the downturn or by taking on business from
failing suppliers, given the company's adequate existing
manufacturing capacity.  Capital spending is moderate, averaging
2.5% to 3.0% of sales, and the company has a highly variable cost
structure.  CVG has capacity to make at least 370,000 units per
year, which was adequate to support industry production in the
last heavy-duty truck up cycle.

The outlook on CVG is developing, meaning that ratings could be
raised or lowered in the year ahead.  S&P could lower the ratings
if liquidity declines or if the company pursues a financial
restructuring.  This could occur, in S&P's view, if CVG's markets
fail to begin improving meaningfully in the second half of 2009
and CVG does not realize expected savings from restructuring
efforts.

On the other hand, S&P could raise the ratings if, for example,
CVG remains in compliance with covenants and an improvement in
demand results in adjusted leverage declining to upper-single-
digit levels.  This would likely result from a significant -- and
in 2009, unexpected -- rebound in the U.S. heavy-truck market,
with support from improved economic conditions.


CONSECO INC: Otter Creek Wants Own President Appointed to Board
---------------------------------------------------------------
Conseco Inc. shareholders Otter Creek Partners I, LP, a Delaware
limited partnership; Otter Creek Management, Inc., a Delaware
corporation; and Otter Creek International Ltd., a British Virgin
Islands investment corporation are seeking the appointment of
their president, Roger Keith Long, to the company's board of
directors.

In an open letter addressed to fellow shareholders, the Otter
Entities said "[w]e believe that the Board of Directors of the
Company has not acted in the best interests of its stockholders
since its emergence from reorganization in September 2003.  We
believe the overall strength of the Board would be improved by the
addition to the Board of Roger Keith Long."

"We are therefore seeking your support at the annual meeting of
stockholders of the Company," the letter said.

Conseco will hold its annual shareholders' meeting on May 12,
2009, at 8:00 a.m. local time at the Conseco Conference Center,
located at 11825 North Pennsylvania Street, in Carmel, Indiana.

The Otter Entities are asking fellow shareholders to give their
votes to Mr. Long instead of to Philip R. Roberts and to elect
eight other nominees for a one-year term ending in 2010.

The Otter Entities also ask other stockholders:

   -- To approve the adoption of a Section 382 Stockholders
      Rights Plan;

   -- To vote against the approval of the Company's Amended and
      Restated Long-Term Incentive Plan; and

   -- To ratify the appointment of PricewaterhouseCoopers LLP as
      the Company's independent registered public accounting firm
      for 2009.

The Otter Entities expressed concern on the Company's ongoing
business strategy which the Otter Entities believe has dissipated
significant stockholder value over the past five years.  They
noted that despite raising over $1 billion in fresh capital since
its 2003 reorganization, the Company finds itself in a challenged
liquidity position which has led to an onerous restructuring of
its credit lines.

"We believe that the election of a truly independent director with
a fresh perspective and a willingness to explore all alternatives
will significantly enhance the ability of the Company's
stockholders to regain lost stockholder value and create future
gains.  Mr. Long is truly independent and has extensive experience
relevant to the Company and the insurance industry.  Mr. Long has
previously served as a Director and Chairman of the Board of
Directors of two publicly held insurance companies," the letter
noted.

The Otter Creek Entities are the beneficial owners of an aggregate
of 1,427,050 shares of the Company's common stock, representing
approximately 0.8% of the outstanding shares.

Mr. Long is the sole owner and President of Otter Creek
Management, a company providing investment advisory services since
May of 1991.  Mr. Long has worked in the securities industry since
1973.  From 1973 to 1979, Mr. Long was employed as a portfolio
manager at Lionel D. Edie & Co., a subsidiary of Merrill Lynch.
In 1979, Mr. Long joined Delphi Capital Management, a subsidiary
of Mesirow & Co., where he served as a portfolio manager and
investment analyst.  He joined Kidder Peabody & Co.'s Chicago
office in 1982 as a fixed income analyst specializing in arbitrage
trading.  In 1983, Mr. Long joined Morgan Stanley & Co. in New
York, as a fixed income analyst and arbitrage trader.  He was
promoted to Vice President in 1985 and Principal in 1987.  In
1991, Mr. Long left Morgan Stanley & Co. to organize Otter Creek
Management.

Mr. Long served as Director and Chairman of the Board of Directors
of Financial Industries Corporation, a publicly traded Austin,
Texas based life insurance company, from August 2003 until its
sale in July 2008.  Mr. Long has also served as a Director and
Chairman of the Board of Financial Institutions Insurance Group,
Ltd., a property and casualty insurance company specializing in
fidelity bond and director and officer liability insurance for
financial institutions from June 1991 until September 1996, when
the company was sold.

Mr. Long received a B.S. and MBA degree, both in Finance, from
Indiana University. He served in the US Army from 1970 to 1971.

A full-text copy of Conseco's Proxy Statement is available at no
charge at http://ResearchArchives.com/t/s?3b54

A full-text copy of the Otter Entities' Proxy Statement is
available at no charge at http://ResearchArchives.com/t/s?3b55

As reported by the Troubled Company Reporter, Conseco, Inc., on
March 30, 2009, entered into Amendment No. 2 to its Second Amended
and Restated Credit Agreement with the lenders signatory thereto
and Bank of America, N.A., as administrative agent.

Conseco said the covenants under its $911.8 million credit
facility with Bank of America N.A. and a consortium of lenders, as
amended, place significant restrictions on the manner in which the
Company may operate its business.  Conseco acknowledged its
ability to meet the financial covenants may be affected by events
beyond its control.

"If we default under any of these covenants, the lenders could
declare all outstanding borrowings, accrued interest and fees to
be immediately due and payable.  If the lenders under our Second
Amended Credit Facility would elect to accelerate the amounts due,
the holders of our Debentures and Senior Note could elect to take
similar action with respect to those debts.  If that were to
occur, we would not have sufficient liquidity to repay our
indebtedness," Conseco said.

Among other things, the Second Amended Credit Facility requires
that the Company's audited consolidated financial statements be
accompanied by an opinion, from a nationally-recognized
independent public accounting firm, stating that the audited
consolidated financial statements present fairly, in all material
respects, the financial position and results of operations of the
Company in conformity with GAAP for the periods indicated.  The
opinion will not include an explanatory paragraph regarding the
Company's ability to continue as a going concern or similar
qualification.

At December 31, 2008, there was $55.0 million outstanding under
the revolving facility portion of the Second Amended Credit
Facility.

Conseco said it was in compliance with the provisions of the
Second Amended Credit Facility as of December 31, 2008.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


CONSECO INC: Pays $700,000 in Bonuses to 4 Execs; CEO Gets Zilch
----------------------------------------------------------------
Conseco Inc. says the Human Resources and Compensation Committee
of its Board of Directors approved on April 2, 2009, payments to
these named executive officers under the Company's Pay for
Performance Incentive Plan based on their performances with
respect to the targets that had been set for the year ended
December 31, 2008:

                                                   Payment Amount
                                      P4P Bonus   as a Percentage
  Executive         Title               Payment         of Target
  ---------         -----             ---------   ---------------
Edward J. Bonach    Chief Financial    $263,040         56%
                    Officer

Eric R. Johnson     President, 40|86    141,223         28
                    Advisors, Inc.

Scott R. Perry      President,          126,868         29
                    Bankers Life
                    and Casualty
                    Company

Steven M. Stecher   President,          170,172         42
                    Conseco
                    Insurance Group

At his request, the Committee did not award a P4P bonus payment
for 2008 to C. James Prieur, the Company's Chief Executive
Officer.  Based on 2008 results, the amount that would have been
payable to Mr. Prieur was approximately $630,000.  In addition to
the payments, the Committee approved a retention bonus of $500,000
to Mr. Bonach in recognition of his executive leadership role,
payable on December 31, 2010, assuming continued employment
through that date.

Meanwhile, various directors and officers of the Company filed
Form 4 statements with the Securities and Exchange Commission on
April 3 and 6, disclosing their ownership of Conseco shares.

CEO C. James Prieur holds 870,000 shares after acquiring 200,000
shares through a restricted stock grant on April 2.  He also
acquired 100,000 shares each in two separate deals on April 2.
Mr. Prieur also has options to acquire 125,000 shares.

EVP and CFO Edward J. Bonach acquired 85,000 shares through a
restricted stock grant on April 2, raising his stake to 142,000
shares.  He also holds options to acquire 43,500 more shares.

EVP Eric R. Johnson has options to buy 43,500 shares.

SVP and Chief Accounting Officer John R. Kline received restricted
stock grant equivalent to 20,000 shares, raising his stake to
54,657 shares.  He also has options to acquire 8,000 more shares.

Scott R. Perry, president of Bankers Life, received restricted
stock grant equivalent to 20,000 shares, raising his stake to
57,398 shares.  He also has options to acquire 43,500 more shares.

Steven M. Stecher, president of Conseco Insurance Group, received
restricted stock grant equivalent to 20,000 shares, raising his
stake to 35,475 shares.  He also has options to acquire 43,500
more shares.

Susan L. Menzel, EVP HR, is the direct owner of 15,000 shares and
the indirect owner of 26,356 shares through a trust.  She also
holds options to acquire 16,000 shares.

Matthew J. Zimpfer, EVP, General Counsel and Assistant Secretary,
received restricted stock grant equivalent to 15,000 shares.  He
also has options to acquire 16,000 more shares.

Director Donna James received restricted stock grant equivalent to
10,000 shares, raising her stake to 20,807 shares.

Russell M. Bostick, EVP Technology and Operations, received
restricted stock grant equivalent to 15,000 shares and bought
another 20,000 shares, raising his stake to 56,403 shares.  He
also has options to acquire 16,000 more shares.

Half of the options vest in 2011, and the other half in 2012.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


CONSTELLATION BRANDS: Posts $46MM Net Loss for Fiscal Q4 2009
-------------------------------------------------------------
Constellation Brands, Inc., has released that its fiscal 2009
results and fiscal 2010 outlook.

              Fourth Quarter 2009 Financial Highlights
                (in millions, except per share data)

                         Comparable  % Change  Reported  % Change
                         ----------  --------  --------  --------
Consolidated net sales        $735       -17%     $735       -17%
Operating income/(loss)       $102       -26%    ($287)       NM
Operating margin              13.9%     -160 bps    NM        NM
Equity earnings/(loss)         $47        10%     ($32)       NM
EBIT                          $149       -17%        -         -
Net income/(loss)              $46       -37%    ($407)       NM
Diluted earnings/(loss)
per share                   $0.21       -38%   ($1.88)       NM

Fourth Quarter 2009 Operating Income, Net Income, Diluted EPS

Wines segment operating income decreased $39 million versus the
prior year quarter.  This decrease primarily reflects the
divestitures of the Almaden, Inglenook and certain Pacific
Northwest wine brands and a significant decrease in the
international business performance.

Constellation's equity earnings from its Crown Imports joint
venture totaled $47 million, an increase of 13 percent.  For
fourth quarter 2009, Crown Imports generated net sales of
$434 million, a decrease of six percent, and operating income of
$93 million, an increase of 13 percent.  The decrease in net sales
reflects continuing challenges in the on-premise and convenience
channels.  Operating income increased due to timing of expenses
and cost containment efforts.

For fourth quarter 2009, pre-tax restructuring charges,
acquisition-related integration costs and unusual items totaled
$468 million compared to $893 million for the prior year quarter.
Interest expense totaled $71 million, a decrease of 24 percent
reflecting the benefit of lower average debt balances and interest
rates.

Fourth Quarter 2009 Net Sales

Organic net sales decreased three percent on a constant currency
basis.  Reported consolidated net sales decreased 17 percent
primarily due to the impact of year-over-year currency exchange
rate fluctuations and the divestitures of the Almaden, Inglenook,
certain Pacific Northwest wine brands and the exit of certain
spirits contract production services.

Branded wine organic net sales on a constant currency basis
decreased four percent, which includes a one percent increase for
North America, a 16 percent decrease for Europe and a four percent
decrease for Australia/New Zealand.  These results reflect the
impact of increasingly challenging economic conditions, especially
in the U.K. and Australia, price increases and planned SKU
reductions.

"Turbulent global trading conditions negatively impacted our sales
mix in the fourth quarter, which in turn affected our gross profit
margins," said Mr. Sands.  "However, we have been able to
partially offset these challenges through cost reductions which
reflect our flexibility to quickly adapt."

Total spirits organic net sales increased six percent for the
quarter, driven by the growth of SVEDKA.

Fiscal 2009 Net Sales Commentary

Organic net sales increased four percent on a constant currency
basis.  Reported consolidated net sales decreased three percent
due primarily to the impact of year-over-year currency exchange
rate fluctuation.  The net sales benefit from the acquisition of
the Clos du Bois and Wild Horse brands was more than offset by the
divestitures of the Almaden, Inglenook and certain Pacific
Northwest wine brands and the impact of reporting the Matthew
Clark joint venture under the equity method.

Branded wine organic net sales on a constant currency basis
increased three percent, which includes an eight percent increase
for North America, a nine percent decrease for Europe, and three
percent decrease for Australia/New Zealand.  Sales performance in
North America reflects solid growth in Canada and the benefit of
overlapping the company's initiative to reduce distributor wine
inventory levels in the U.S., which negatively impacted net sales
in fiscal 2008.  Volume growth in key markets was impacted by
challenging economic conditions coupled with the implementation of
price increases and planned SKU reductions.  These price increases
and SKU reductions resulted in the expected benefit of enhanced
worldwide wine margins.

"During the course of the year, we made significant progress
toward premiumizing our product portfolio and will continue our
efforts to leverage large, consumer-preferred brands that return
the greatest profits," Rob Sands, president and chief executive
officer of Constellation Brands, said.  "We have some of the
strongest and most recognized brands in the industry.  Brands like
Robert Mondavi, Wild Horse, Ravenswood, Estancia, Clos du Bois and
Simi have performed well in the marketplace as consumers in this
environment are turning to trusted products that represent quality
and good value."

Total spirits organic net sales increased six percent for the
year, led by a 50 percent gain for SVEDKA Vodka and solid
performance of Black Velvet Canadian Whisky.  "We are experiencing
positive performance from our retained spirits brands and are very
pleased that according to market data, SVEDKA has become the
fastest growing major spirits brand in the world and the third
largest imported vodka in the U.S.," said Mr. Sands.  "SVEDKA's
price point and unique marketing approach resonates with consumers
who enjoy the product's high-end image, quality and value."

Fiscal 2009 Operating Income, Net Income, Diluted EPS Commentary
Wines segment operating income increased $63 million versus the
prior year.  This increase reflects the contribution from the Clos
du Bois and Wild Horse brands, the overlap of the U.S. distributor
wine inventory reduction initiative and benefits from price
increases, partially offset by the divestitures of the Almaden,
Inglenook and certain Pacific Northwest wine brands and a decrease
in international business performance.  The repositioning of the
company's U.S. portfolio to more premium brands and resulting
synergies has positively impacted operating profit margins.

Constellation's equity earnings from its 50 percent interest in
the Crown Imports joint venture totaled $252 million, a decrease
of one percent.  For fiscal 2009, Crown Imports generated net
sales of $2.4 billion, which was even with the prior year, and
operating income of $504 million, a decrease of one percent.
"Crown's imported beer business has also been affected by the
macroeconomic climate," said Mr. Sands.  "However, looking toward
fiscal 2010, Crown is building momentum for its key spring and
summer selling season by putting in place a number of new
promotional activities targeted to key locations around the U.S."
For fiscal 2009, pre-tax restructuring charges, acquisition-
related integration costs and unusual items totaled $658 million
compared to $918 million for the prior year.  During the fourth
quarter fiscal 2009, the company recorded an estimated
$358 million of non-cash impairment charges related to goodwill,
intangible assets and equity method investments primarily in
connection with the company's annual impairment testing of its
international businesses.

Subsequent to the March 25 fourth quarter earnings
preannouncement, the company recorded a non-cash inventory
adjustment related primarily to prior years at the company's
Australian subsidiary which negatively impacted fiscal 2009
reported basis diluted loss per share.

Interest expense totaled $316 million, a decrease of seven
percent.  The decrease was primarily from lower interest rates for
the year.  The company generated free cash flow of
$378 million compared with $376 million in the prior year.  "Due
primarily to strong free cash flow, and the proceeds from asset
dispositions during fiscal 2009, total debt decreased by more than
$820 million from fiscal year end 2008 levels," said Bob Ryder,
Constellation Brands chief financial officer.  "By the end of
fiscal 2009, we prepaid all of our term loan payment requirements
under our senior credit facility for fiscal 2010 and a portion for
fiscal 2011.  Additionally, the $210 million of after-tax proceeds
from the recently completed sale of the value spirits business
further enhances our deleveraging efforts and will bring our debt
to comparable basis EBITDA ratio to almost four times."

For fiscal 2010, the company is targeting free cash flow in the
range of $230 - $270 million.  The decrease from fiscal 2009 is
expected to be primarily driven by higher taxes paid including a
$65 million tax payment related to the sale of the value spirits
business in fiscal 2010, approximately $55 million in favorable
hedge transaction settlements received in fiscal 2009 that are not
expected to reoccur and higher capital expenditures.

Fiscal 2010 Global Initiative

Beginning in the first quarter of fiscal 2010, the company will
implement operational changes to simplify the business, increase
efficiencies and reduce its cost structure on a global basis.  The
company expects these actions to result in the elimination of
approximately five percent of its global workforce and
rationalization of certain facilities.  Constellation expects
these actions to produce cost savings of approximately
$25 million in fiscal 2010 and more than $50 million by the end of
fiscal 2011.  These savings include synergies from consolidating
the retained spirits brands into the North American wine business.

In connection with this global initiative, the company expects to
incur one-time cash charges of approximately $83 million and one-
time non-cash charges of approximately $29 million, for a total of
approximately $112 million.  Approximately $106 million of the
total charges are expected to be recognized in fiscal 2010.

"Constellation is focused on the right strategies during these
tough economic times to generate cash, pay down debt and increase
return on invested capital," said Mr. Sands.  "Given the difficult
and uncertain economic conditions, we are cautious with our
outlook for fiscal 2010.  However, our business strategy remains
intact, we have a clear path forward and plan to be prudent in
managing the bottom line by focusing on right-sizing our
organization, creating efficiencies and rapidly deleveraging.  We
believe this strategy, complemented by the strength of our brands,
positions the company well to benefit from the inevitable upturn
in the economy when it occurs."

                   About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in the U.K.,
Australia, Canada, New Zealand, and Mexico.

Barton Brands Ltd. is the spirits division of Constellation Brands
Inc. is a producer, importer and exporter of a wide range of
spirits products, including brands such as Black Velvet Canadian
Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is negative.  According to Bloomberg, as of April 13,
2009, the Company continues to carry the BB- rating from Fitch.

Bloomberg also says that Constellation, as of April 13, still
carries a 'Ba3' long term corporate family rating from Moody's and
'BB-' long term issuer credit ratings from Standard & Poor's.


CONTINENTAL AIRLINES: Fitch Affirms Airport Revenue Bonds at 'B-'
-----------------------------------------------------------------
Fitch Ratings affirms the 'B-' rating to the city of Houston,
Texas's $323 million airport system special facilities revenue
bonds (Continental Airlines Inc. Terminal E Project) series 2001.
The Rating Outlook on the special facilities bonds is Stable.  The
series 2001 bonds are fixed-rate revenue bonds with a final
maturity in 2029.

The rating reflects the underlying financial strength of
Continental Airlines, Inc. who currently has an Issuer Default
Rating of 'B-'.  The Continental Terminal E Project bonds financed
the construction and development of Terminal E at George Bush
Intercontinental Airport, which Continental uses as an
international connection hub and Latin American gateway.  Special
facilities rent paid by Continental secures the Continental
Terminal E Project bonds and bondholders have no access to
liquidity or structural enhancements to avoid default if
Continental fails to provide timely debt service payments.
Terminal E opened in January 2005.

Intercontinental serves as the primary commercial airport for the
metropolitan area and Houston-based Continental operates its
largest hub at the airport, accounting for 87% of enplaned
passengers in fiscal 2008.  Terminal E is a 600,000 square-foot
facility with 23 gates that can handle both domestic and
international passenger traffic.  The terminal is an essential
facility for Continental's growing international operations as
Intercontinental's international traffic exceeded 4 million
enplanements in 2008, rising by 23% since 2004.  Even with
deepening traffic declines and service cutbacks across the
aviation industry, international traffic at Intercontinental grew
by 3.1% over the course of calendar year 2008 while overall
enplanements at this airport fell by 3% over the same period the
prior year.

The IDR for Continental reflects the airline's high lease-adjusted
leverage, weak and volatile cash flow, as well as the airline
industry's ongoing vulnerability to air travel demand and fuel
price shocks.  The Stable Outlook captures the fact that the
dramatic pull-back in jet fuel prices since mid-summer of 2008 has
put Continental in a position to deliver somewhat better free cash
flow generation in 2009 even in a stressed demand environment.
Factoring in significant pressure on passenger unit revenue
comparisons through all of 2009, Continental is still in a
position to maintain liquidity at or above current levels while
meeting significant fixed financing obligations.  Unrestricted
cash balances, while pressured as a result of weak operating cash
flow in 2008, remain adequate in light of the high degree of
revenue uncertainty that Continental and its principal airline
competitors face as they operate in a period of extreme
macroeconomic stress and credit market tightness.

Continental's cash obligations for 2009 are significant but
manageable in comparison to March 31 unrestricted liquidity of
$2.65 billion.  Scheduled debt maturities for the remainder of
2009 total $442 million, and Continental now expects to make cash
pension contributions of approximately $75 million over the rest
of 2009.  Given the maturity and pension funding profile for 2009,
the need for incremental access to debt capital markets (beyond
committed aircraft financing) appears limited.  However, looking
ahead to 2010 and 2011, heavy scheduled debt maturities will
likely force Continental to access the credit markets if
unrestricted cash balances are to be maintained above critical
levels (in the $1.5 billion to $2 billion range).  Scheduled debt
maturities for 2010 total $770 million, and $1.1 billion in debt
comes due in 2011.  An easing of credit market tightness over the
next few quarters therefore seems necessary if Continental is to
avoid the need to push aircraft capital commitments out further
beyond 2009.


COREL CORP: Posts $1.5MM Net Loss for 2009 First Quarter
--------------------------------------------------------
Corel Corp. reported financial results for its first quarter ended
February 28, 2009.

Revenues in the first quarter of fiscal 2009 were $56.2 million, a
decrease of 14% over revenues of $65.5 million in the first
quarter of fiscal 2008.  GAAP net loss in the first quarter of
fiscal 2009 was $1.5 million, compared to a GAAP net loss of
$30,000 in the first quarter of fiscal 2008.

Non-GAAP adjusted net income for the first quarter of fiscal 2009
was $5.4 million, compared to non-GAAP adjusted net income for the
first quarter of fiscal 2008 of $6.7 million.  Non-GAAP adjusted
EBITDA in the first quarter of fiscal 2009 was
$11.0 million, a decrease of 17% over $13.3 million in the first
quarter of fiscal 2008.

As of February 28, 2009, Corel had $245.8 million in total assets
and $255.2 million in total liabilities, resulting in
$9.4 million in stockholders' deficit.

"Despite the solid execution of our global teams during the first
quarter, we clearly felt the effects of a deep and persistent
global economic slowdown," said Kris Hagerman, Interim CEO of
Corel.  "We remain convinced that, through disciplined financial
management and a commitment to delivering innovative products that
drive real value for our customers, Corel will emerge from this
difficult period financially sound and in an even stronger market
position."

To better align its expense structure with current revenues, the
Company will implement a series of initiatives to further reduce
costs.  These initiatives include an immediate 10% salary
reduction for all senior executives, 5 unpaid days off for all
employees to be taken in the second quarter, and accelerated
timing for the mandatory use of any unused vacation time.  As a
result of these initiatives, the Company expects to realize
additional operating cost savings of approximately $2 million
through the remainder of fiscal 2009.

The Company confirmed that it will continue to monitor its cost
structure and take additional actions as required.

Added Mr. Hagerman: "While these decisions are never easy, our
goal is to maintain a strong financial foundation to pursue our
business strategy, while doing our best to minimize the impact on
our employees."

                 Corel Affirms 12-Month Liquidity

In its Quarterly Report on Form 10-Q, the Company said that as of
February 28, 2009, its principal sources of liquidity include cash
and cash equivalents of $48.7 million and trade accounts
receivable of $28.4 million.  At February 28, 2009, all of its
cash and cash equivalents are held on deposit with banks.

Based on the Company's current business plan, internal forecasts
and the risks that are present in the current global economy, the
Corel believes that cash generated from operations and existing
cash balance will be sufficient to meet working capital and
operating cash requirements over the next 12 months.  While Corel
had cash used by operations of $29,000 in the first quarter of
fiscal 2009, the deficit was due to the change in working capital,
whereby Corel significantly decreased its accounts payable
position.  Adjusting for this change, Corel generated cash flows
from operations of $6.2 million in the first quarter of fiscal
2009.  Corel acknowledged it could be affected by various risks
and uncertainties.

In fiscal 2008, the Company generated an increase in cash of $25.6
million, largely driven by operating cash flows, increasing our
cash and cash equivalents to $50.3 million.

Over the next 12 months, Corel's financing payments will increase
and its operating cash flows could decrease, as Corel is required
to make cash sweep payments and face uncertainty associated with
revenues in this current economic environment.  The cash sweep
payment due under Corel's senior credit facility in March 2009,
has been fully paid for in the amount of $17.5 million on March 2,
2009.  On March 1, 2010, Corel will be required to make a further
cash sweep payment based on its fiscal 2009 results, which it
currently estimates to be roughly $12.0 million.

Despite this cash sweep of approximately $12.0 million being for
its fiscal 2009 results, Corel is not obligated to make payments
in the next 12 months, and as such the approximately
$12.0 million is not classified as a current liability.  The cash
sweep payments and revenue uncertainty will be partially offset by
a reduction in operating expenditures, including through the
additional cost reduction initiatives announced on April 2, 2009,
an elimination of salary increases for fiscal 2009, a reduction in
expenditures such as the charges associated with the evaluation of
strategic alternatives, and a reduction in our capital
expenditures.  The benefits of Corel's restructuring activities
and cost curtailment initiatvies are evident in its first quarter
operating expenditures which have decreased by 23.6% from the same
period in the prior year.  Corel expects this trend to continue
into the remainder of fiscal 2009.  Corel also has no significant
liabilities for its defined pension benefit plan, its past
restructuring activities, and does not expect significant cash
flows from tax uncertainties and in particular its tax contingency
with the province of Ontario.

"We expect that our actions to reduce operating expenses will
allow us to generate operating cash flows sufficient to sustain
operations, to address cash sweep payments, and to offset, in
whole or in part, the potential impact of a decrease in future
revenues.  We also believe the global positioning of our diverse
group of products will reduce the revenue risks that we face
created by the uncertainty in the present economy," Corel said.

Corel has a five-year $75.0 million revolving line of credit
facility, of which approximately $70.0 million is unused as of
February 28, 2009.  Management believes, based on current market
conditions, forecasts and debt covenant restrictions, that limited
amounts, if any, of the line of credit will be available to Corel
over the next 12 months.  Ultimately, Corel would need to obtain
approval from lenders for permitted transactions as defined in the
credit agreement.  Management has not used, and does not
anticipate the need to use, the revolving line of credit to fund
operating requirements and debt re-payments over the next 12
months.

As of February 28, 2009, Corel is in full compliance with all debt
covenants with lenders.  However, due to the uncertainties
presented by the current state of the global economy, and the
decreasing trend in financial performance there is a risk that
Corel may be in violation of certain debt covenants with its
lenders over the next 12 months.

Based on its current senior debt facility, a significant balloon
payment will be required in fiscal 2012.  Corel is unable to
currently assess its ability to maintain its creditworthiness over
this period, which would be required to refinance this payment at
or prior to that date.

A full-text copy of Corel's Quarterly Report is available at no
charge at http://ResearchArchives.com/t/s?3b35

On March 24, 2009, Corel said Joe Roberts, formerly President of
Broderbund software, has been hired as the Company's Interim
Executive Vice President, Products.  Jeff Hastings, President and
General Manager-Digital Media left Corel effective March 27 to
pursue other opportunities.

                        About Corel Corp.

Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is
one of the world's top software companies with more than
100 million active users in over 75 countries.  The company
provides high quality, affordable and easy-to-use Graphics and
Productivity and Digital Media software.  The company's products
are sold through a scalable distribution platform comprised of
Original Equipment Manufacturers (OEMs), the company's global e-
Stores, and the company's international network of resellers and
retail vendors.

The company's award-winning product portfolio includes some of the
world's most widely recognized and popular software brands,
including CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R)
Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R)
WordPerfect(R) Office and WinZip(R).  The company's global
headquarters are in Ottawa, Canada, with major offices in the
United States, United Kingdom, Germany, China, Taiwan and Japan.

The Troubled Company Reporter reported on November 6, 2008, that
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings, on Ottawa-based
packaged software provider Corel Corp.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed March 31, 2008.  The outlook is stable.  At
August 31, Corel had US$159 million of debt outstanding.


COUNTRY COACH: Will Lay Off 460 Workers, To Hire 110
----------------------------------------------------
Court documents say that Country Coach LLC will lay off about 460
employees.

Portland Business Journal relates that Country Coach said that the
layoffs already started on April 1.  The report says that affected
workers were furloughed in November 2008.  According to the
report, Country Coach wants to become a much-smaller custom RV
manufacturer.

Business Journal states that Country Coach will employ 110 after
the layoffs.  As reported by the Troubled Company Reporter on
March 25, 2009, Country Coach wants 100 laid-off employees back at
its Junction City RV plant.  Country Coach wants to resume
operations through April 2009 on an initial $3 million loan from
Wells Fargo.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court,
Bloomberg's Bill Rochelle said.  National R.V., had its
reorganization plan approved by a judge in December.  The Perris,
California based company sought Chapter 11 protection in November
2007, listing assets of $54.4 million against debt of
$30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


CRUSADER ENERGY: Alpine Seeks to Move Bankruptcy Case to Oklahoma
-----------------------------------------------------------------
Chad Eric Watt at Dallas Business Journal reports that Crusader
Energy Group Inc.'s joint venture partner, Alpine Inc., has asked
the U.S. Bankruptcy Court for the Northern District of Texas to
move the Company's Chapter 11 reorganization case to Oklahoma City
from Dallas.

According to Business Journal, Houston energy company Alpine
signed a joint venture with Crusader Energy in June 2007.
Business Journal relates that Alpine had a lawsuit against
Crusader Energy in an Oklahoma county court before Crusader filed
for bankruptcy.

Business Journal states that Alpine claimed that Crusader Energy's
operations and executives are mostly in Oklahoma.  The report
quoted Alpine as saying, "Debtors' nerve center and place of
activity are both in Oklahoma."

                  About Crusader Energy Group Inc.

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.


CULPEPER CROSSROADS: Lender Holding Foreclosure Sale on April 28
----------------------------------------------------------------
A foreclosure sale will be held for Culpeper Crossroads, LLC's
property at 1:45 p.m. on April 28, 2009, at the front of the
Culpeper County Courthouse, located at 135 W. Cameron Street,
Culpeper, Virginia.

By virtue of and pursuant to the terms of a Closed-End Credit Line
Deed of Trust dated January 30, 2006, recorded on January 31,
2006, as instrument number 060001128, among the land records of
Culpeper County, Virginia (the "Deed of Trust"), executed by
Culpeper Crossroads, originally to Carroll C. Markley and Jud A.
Fischel, Trustees and assigned to RFI Culpeper, LC on December 12,
2008, by Certificate of Transfer as instrument number 080007836;
Stephen K. Christenson, having been substituted as trustee
pursuant to a Deed of Removal of Trustees and Appointment of
Substitute Trustee recorded in the land records of Culpeper
County, Virginia on December 2, 2008, as instrument number
080007528; and default having been made in the payment of the
indebtedness secured by the Deed of Trust, and pursuant to that
Consent Order Granting Amended Relief From Automatic Stay entered
on March 18, 2009, in the matter of In re Culpeper Crossroads,
LLC, (Chapter 7 Bankr. W.D. Va. Case No. 08-63163, filed on Dec.
29, 2008, following dismissal of Chapter 11 Bankr. W.D. Va. Case
No. 08-12990) in the United States Bankruptcy Court for the
Western District of Virginia, Lynchburg Division, and having been
requested to do so by the current holder of the note evidencing
the indebtedness secured by the Deed of Trust, the undersigned
Substitute Trustee, will offer for sale at the public auction the
property with improvements thereon, situated, lying and being in
the County of Culpeper, State of Virginia, and being more
particularly described as:

     -- lot, block or parcel of land, together with the
        improvements and appurtenances thereunto, belonging,
        situate, lying and being on Virginia Route 3, Stevensburg
        Magisterial District, Culpeper County, Virginia,
        containing 15.70 acres, more or less, and being more
        accurately shown by survey of J. I. Covell, CLS, dated
        February 15, 1968, a plat of which is recorded in Deed
        Book 195, at page 124.  And being the same property
        conveyed to Lawrence A. Woolfrey, as Trustee of the AGPRO
        Land Trust by Deed from William L. Bryant, Trustee, dated
        October 24, 1994, and recorded among the land records in
        the Circuit Court Clerk's Office, Culpeper County,
        Virginia, in Deed Book 541, at page 240.

     -- lot, block or parcel of land, together with the
        improvements and appurtenances thereunto, belonging,
        situate, lying and being in Catalpa Magisterial District,
        Culpeper County, Virginia, on State Highway 3, about two
        miles east of the Two of Culpeper and more particularly
        described as follows: Parcel 1, containing 10.71 acres,
        more or less, according to a plat by J. I. Covell, C.L.S.,
        dated March 12, 1962, and recorded Deed Book 165, at page
        151, among the land records of Culpeper County, Virginia.
        Parcel 2, containing 14.39 acres, more or less, and less
        and except Lot B, containing .34 of an acre, more or less,
        according to a plat recorded in Deed Book 175, at page 21,
        among the land records of Culpeper County, Virginia.
        Parcel 3, containing 78.34 acres, more or less, and is
        described as Lot A in a survey made by J. I. Covell,
        C.L.S., dated March 10, 1964, and recorded in the Clerk's
        Office of Culpeper County, Virginia on March 17, 1964, in
        Deed Book 175 with Deed beginning at page 19. Less and
        except that portion of land taken by the Commonwealth of
        Virginia as described in Deed Book 221, at page 367.  And
        being the same property conveyed to Lawrence A. Woolfrey,
        as Trustee of the AGPRO Land Trust by Deed from Lawrence
        A. Woolfrey, dated July 19, 1990, and recorded among the
        land records in the Circuit Court Clerk's Office,
        Culpeper County, Virginia, in Deed Book 439, at page 656.
        Total property containing 106.43 acres of land, more or
        less.  Less and except Parcel A, containing 31.2577, as
        set forth in Deed recorded in Instrument No. 060009376
        and as shown on plat attached thereto, recorded among the
        land records of Culpeper County, Virginia.

Street address of the Property:

    Southeast Corner of Intersection of Route 32 and Route 29
    Culpeper, Virginia

Tax Map Numbers: 51-83C, 51-84, 51-84E and 51-84M

This sale is subject to all conditions, rights-of-way, easements,
and reservations contained in the deeds forming the chain of title
to the Property, and subject to any and all liens, including, but
not limited to filed and unfiled mechanics' and materialmens'
liens, to the extent that any of the foregoing may lawfully apply
to the Property or any part thereof and take priority over the
liens and security interests of the Deed of Trust.

Warranties: The property and all the improvements located thereon,
if any, will be sold in their "as is, where is" condition without
warranty of any kind, including, without limitation, the physical
condition, construction, extent of construction, structural
integrity, workmanship, habitability, fitness for a particular
purpose, merchantability, materials, zoning, or environmental
condition.  The foregoing disclaimer of representations and
warranties is not intended to void or impair any liability or
obligation, if any, that any other party may have with respect to
all or any part of the Property.  The purchaser recognizes and
agrees that any investigation, examination, or inspection of the
Property is within the control of the Owner or other parties in
possession and their agents and not within the control of the
Substitute Trustee, the Noteholder, or their successors or
assigns.

Terms of Sale: All cash.  Purchaser will pay for all recording
charges, settlement fees and all costs of conveyancing.  Transfer
of title of the Property to the purchaser will be by special
warranty deed of bargain and sale.

To bid on the Property, a bidder's deposit of $300,000 must be
delivered by each bidder other than the Noteholder to the
Substitute Trustee prior to the commencement of the sale.  The
deposit will be by certified or cashier's check drawn on a
financial institution acceptable to the Substitute Trustee and the
Noteholder.  The high bidder will be required to increase the
deposit in an amount necessary to equal 10% of the highest winning
bid within five calendar days of the Sale Date.  The deposit,
without interest, will be applied to the purchase price at
settlement or returned to the unsuccessful bidders, as applicable.
The balance of the purchase price will be due by certified check
or immediately available funds at settlement.  Settlement in full
will be made within 21 days from the date of the foreclosure sale,
time being of the essence, and will occur in the offices of the
Substitute Trustee or such other place as mutually agreed upon.
The Substitute Trustee reserves the right to extend the date of
settlement as may be necessary to complete arrangements of
settlement.

Risk of loss or damage to the Property will be borne by the
purchaser from the time of the foreclosure sale on the Sale Date.
Real estate taxes and other public charges will be pro-rated to
the date of the foreclosure sale, and the purchaser will be
responsible for the payment of such taxes and charges beginning as
of the date of the foreclosure sale.  The Substitute Trustee will
not deliver possession of all or any part of the Property being
sold. Written one-price bids may be received by the Substitute
Trustee from the Noteholder or any other person for entry by
announcement by the Substitute Trustee at the sale.

The Property will be offered for sale to the highest bidder,
subject however to the Substitute Trustee's right to reject any
bid that the Substitute Trustee deems inadequate and/or
unacceptable.  In the event the Substitute Trustee deems it best
for any reason at the time of sale to postpone, suspend, or
continue the sale from time to time, he may do so in accordance
with the terms of the Deed of Trust and/or applicable law, and
thereafter may sell the Property as therein provided.

In the event of default, the Property may be sold at the expense
(which expense will include a trustee's fee and costs of sale) of
the defaulting purchaser, and the defaulting purchaser will be
liable for any amount by which the ultimate sale price for the
Property is less than the defaulting purchaser's bid. In addition,
the deposit will be forfeited and applied to the costs of the sale
and to the secured indebtedness, subject however, to any agreement
between the Noteholder and the Substitute Trustee with respect to
the Substitute Trustee's commission.  Should the Substitute
Trustee be unable, for any reason, in his sole reasonable
discretion, to convey marketable title, the successful bidder's
sole remedy in law or equity will be the return of his deposit.
Upon refund of the deposit, the sale will be void and of no
effect.  The purchaser will be required to sign a Contract of Sale
at the foreclosure sale.  A copy of the Contract of Sale is
available from the Substitute Trustee upon request.  The
Substitute Trustee reserves the right to amend or supplement the
terms of the sale by verbal announcements during the sale, to
modify the requirements for bidders' deposits, to withdraw all or
part of the Property from the sale prior to the commencement of
bidding and to conduct such other sales as the Substitute Trustee
may determine in his discretion.


DAIRY REPLACEMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Dairy Replacements, LLC
        dba Tanner 3
        P.O. Box 920
        Fort Lupton, CO 80621

Bankruptcy Case No.: 09-15287

Chapter 11 Petition Date: March 30, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

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

            http://bankrupt.com/misc/cob09-15287.pdf

The petition was signed by Ron Nolde, manager of the company.


DAVID SOLOMONT: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Court documents say that David Solomont has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Massachusetts.

Jesse Noyes at Boston Business Journal relates that Mr. Solomont
listed his assets as being between $1 million and $10 million.
According to the report, Mr. Solomont's wife, Joan, is listed as a
fellow debtor.

According to Business Journal, Neil Warrenbrand is the attorney
for Mr. Solomont.  The report quoted him as saying, "(Solomont's)
paperwork will be filed with the court in a timely fashion."

David Solomont is a venture investor in Boston.  He was reportedly
the founder of the Massachusetts Software Council and the
CommonAngels, a top angel investment firm based in Lexington,
Massachusetts.


DAYTON SUPERIOR: Faces April 20 Deadline to Seek Buyer
------------------------------------------------------
Dayton Superior Corp. has entered into a third amendment to the
revolving credit agreement with the lender under its $150.0
million revolving credit facility.  The company also has entered
into a fourth amendment to the term loan credit agreement with the
lenders under its $100.0 million term loan credit facility.

Dayton Superior Corporation on April 9, 2009, entered into:

   (i) Amendment No. 3 to the Revolving Credit Agreement with the
       Lenders signatory thereto and General Electric Capital
       Corporation, as Administrative Agent, in connection with
       the Revolving Credit Agreement, dated as of March 3, 2008

       See http://ResearchArchives.com/t/s?3b5a

  (ii) Amendment No. 4 to the Term Loan Credit Agreement with the
       Lenders signatory thereto and GECC, as Administrative
       Agent, in connection with the Term Loan Credit Agreement,
       dated as of March 3, 2008.

       See http://ResearchArchives.com/t/s?3b5b

Pursuant to the Amendments, (i) the scheduled maturities under the
Credit Agreements and (ii) the date by which the Company must
provide to the Agent a letter of intent or definitive term sheet
for the acquisition of the Company by a person acceptable to the
Lenders on terms and conditions satisfactory to the Lenders, have
been extended to April 20, 2009.

Dayton Superior acknowledges that as of the open of business on
April 9, 2009, it owed $101,815,590 under the Revolver plus
$8,924,107 in Letter of Credit Obligations.

The company acknowledges that as of the open of business April 9,
2009, it owed $102,313,554 under the Term Loans.

The company's private exchange offer with respect to its 13%
Senior Subordinated Notes due 2009 and concurrent consent
solicitation expired April 9.  The company does not intend to
extend expiration date.

The company continues to evaluate possible strategic alternatives,
including the possible sale of the company or a controlling
interest in the company, and to consider options to refinance or
otherwise restructure the company's outstanding indebtedness.  The
credit agreement amendments will provide the company with
additional time to evaluate its alternatives.
Dayton Superior can provide no assurance that the process to
explore strategic alternatives will result in a transaction or
that the process to restructure the company's indebtedness will be
successful.  The company does not intend to disclose developments
regarding these initiatives unless and until a definitive
agreement is entered into or the Board of Directors determines to
terminate one or both processes.  There can be no assurances that
the company will be able to successfully negotiate further
amendments to its senior credit facilities, that waivers or
additional extensions can be obtained from its senior lenders on
acceptable terms in the future or that the company will be able to
secure a letter of intent or a definitive term sheet with a person
acceptable to the senior lenders or on terms satisfactory to the
senior lenders on or prior to April 20, 2009.  There can be no
assurance that any alternative sources of capital or alternative
transactions will be available to the company on acceptable terms
or at all in the current challenging economic environment.  The
company may be required to enter into a transaction that
substantially dilutes or eliminates the value of its outstanding
common stock.  If the company is unable to find suitable strategic
alternatives or restructure its outstanding indebtedness on a
consensual basis, the company will be required to seek protection
under the federal bankruptcy laws.



The company has retained Harris Williams & Co. to assist in the
evaluation process.  Dayton Superior has also agreed with Morgan
Stanley & Co. Incorporated to end its relationship with Morgan
Stanley and the company has retained Moelis & Company LLC to
advise on options to refinance or otherwise restructure the
company's outstanding indebtedness.  The credit agreement
amendments will provide the company with additional time to
evaluate its alternatives.

                       About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North
American provider of specialized products consumed in non-
residential, concrete construction, and a concrete forming and
shoring rental company serving the domestic, non-residential
construction market.  The company's products are used in non-
residential construction projects, including infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings, and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.  Dayton
Superior offers more than 20,000 catalogued products.

                           *     *     *

As reported by the Troubled Company Reporter on January 28, 2009,
Standard & Poor's Rating Services said it lowered its ratings on
Dayton Superior Corp.  S&P lowered the corporate credit rating to
'CCC' from 'CCC+' and removed all ratings from CreditWatch, where
they were placed with negative implications on Aug. 14, 2008.  The
outlook is negative.


DECODE GENETICS: Explores Sale of U.S. Unit; Warns of Bankruptcy
----------------------------------------------------------------
deCODE genetics, Inc., said its planned operations require
immediate additional liquidity which may not be available, thereby
raising substantial doubt about its ability to continue as a going
concern.

Deloitte & Touche LLP are the Company's independent accountants.

The Company said in its Annual Report on Form 10-K that, to
address deCODE's immediate need for funds, management and the
Board of Directors are exploring the possibilities of:

   (i) selling some or all of deCODE's U.S, subsidiaries or its
       diagnostics and deCODEme businesses based in Iceland,

  (ii) granting licenses to specific diagnostic products,

(iii) entering into a collaboration for gene sequencing,

  (iv) selling some or all of deCODE's clinical and pre-clinical
       drug discovery programs,

   (v) restructuring deCODE's outstanding convertible notes and

  (vi) obtaining new equity financing.

Closing on opportunities in licensing deals and or equity
financing could provide cash flow to meet immediate needs.
Achieving a restructuring of convertible notes could result in
either a cash settlement of deCODE's convertible note obligation
for substantially less than the carrying amount or in a conversion
of the convertible notes into equity of deCODE.  Receipt of
additional equity financing to support operations in the longer
term depends in large part on the outcomes of actions in a
licensing deal, a collaboration for gene sequencing and notes
restructuring.

                        Bankruptcy Warning

Management and the board are having ongoing dialogues and
negotiations with third parties in each of these areas.  If
deCODE's Board of Directors concludes that any of these options
can be better implemented in a bankruptcy proceeding, deCODE will
commence a proceeding under Chapter 11 of the U.S. Bankruptcy
Code.  Whether in a bankruptcy proceeding or otherwise, the
consummation of any of these approaches are dependent on
successful negotiations with third parties and in many cases the
availability of financing to such third parties.

There can be no asssurance that any potential transactions will be
consummated or will result in sufficient funding to sustain
operations.  If deCODE is unable to raise additional capital
through one or more of these options, it will be able to continue
operations only into the second quarter of 2009 and thereafter may
be forced to discontinue its operations and liquidate its
remaining assets.

                  $80.9MM Net Loss for Year 2008

deCODE genetics has delivered to the Securities and Exchange
Commission its consolidated financial results for the quarter and
year ended December 31, 2008.

On December 31, 2008, the company had liquid funds available for
operating activities, comprised of cash and cash equivalents
together with current investments, of $3.7 million, compared to
$64.2 million at December 31, 2007.  In early 2009 the company
sold its auction rate securities for $11.0 million in cash which
the company has been using to finance its operating activities.
The company believes it has sufficient resources to sustain
operations only into the second quarter of this year.

"deCODE has employed its capabilities in medicinal chemistry,
structural biology and human genetics to develop a unique
portfolio of products and intellectual property with significant
commercial potential.  However we need to obtain additional funds
both to continue operations in the near term and to capture the
longer term value of our products.  To address this need, the
management team and the Board have been focused on pursuing
several alternatives that have emerged from the strategic review
we began a few months back.  We are presently engaged in
negotiations on opportunities including the sale of business units
and therapeutic programs; licensing agreements for certain of our
diagnostics tests; entering large-scale genome sequencing
collaborations; restructuring our debt; and obtaining new equity
financing.  We are committed to advancing deCODE's work and to
realizing the potential of our products.  We are actively seeking
the resources we require to ensure that we are able to do so,"
said Kari Stefansson, CEO of deCODE.

Net loss for the year ended December 31, 2008 was $80.9 million,
compared to $95.5 million for the full year 2007.  Basic and
diluted net loss per share was $1.32 for the full year 2008,
compared to $1.57 for the full year 2007.  At the close of 2008,
the company had approximately 61.8 million shares outstanding.

Revenue for the year ended December 31, 2008, was $58.1 million,
versus $40.4 million for the full year 2007.  At December 31,
2008, the company had $12.0 million in deferred revenue, which
will be recognized over future reporting periods.

Research and development expense for proprietary programs was
$30.7 million for the full year 2008, compared to $53.8 million
for the full year 2007.  Selling, general and administrative
expenses for the full year 2008 were $28.3 million, compared to
$27.1 million for 2007.

As of December 31, 2008, the Company had $75.1 million in total
assets; $28.6 million in total current assets, $6.2 million in
deferred revenues; $21.8 million in deferred gain on sale-
leaseback; $23.4 million in finance obligation on sale-leaseback,
net; and $216.0 million in long-term debt, net of current portion;
resulting in $221.0 million in stockholders' deficit.

                   Fourth Quarter 2008 Results

Revenue for the quarter ended December 31, 2008 was $16.1 million,
compared to $13.3 million for the fourth quarter 2007.  Net loss
for the fourth quarter 2008 was $18.0 million, compared to
$32.4 million for the same period a year ago.  In the 2008 and
2007 periods, $5.5 million and $7.8 million of the respective net
loss figures were due to ARS-related impairment charges.  Research
and development expense for proprietary programs was $4.5 million
for the fourth quarter 2008 versus $12.6 million for the same
period in 2007.  For the fourth quarter 2008, selling, general and
administrative expenses were $7.3 million versus
$7.7 million for the fourth quarter 2007.

Operating highlights over the past year include:

                      Product Development

-- Therapeutics.

-- DG071. In October deCODE filed an investigational new drug
    (IND) application for DG071, a novel small-molecule modulator
    of phosphodiesterase 4 (PDE4), being developed for
    Alzheimer's and other cognitive disorders. deCODE employed
    its capabilities in structural biology to identify a novel
    binding site for allosteric modulators in the PDE4 regulatory
    domain, with the result that DG071 does not appear to cause
    the side effects seen with first and second generation PDE4
    inhibitors.  In animal models, DG071 has been shown to
    significantly improve learning and long- and short-term
    memory at doses that offer a wide margin for safety and
    tolerability.  The company's work in PDE4 modulators also
    provides a platform for advancing compounds for several other
    indications.

-- DG041. DG041 is the company's first-in-class antagonist of
    the EP3 receptor for prostaglandin E2, being developed as a
    next-generation oral anti-platelet therapy for preventing
    arterial thrombosis without increasing bleeding risk.  A
    Phase II clinical pharmacology study completed last year
    compared the effects on platelet activation and bleeding time
    of DG041 alone and in combination with the mainstays of
    current anti-platelet treatment, Plavix(tm) (clopidogrel) and
    aspirin.  The results confirm previous clinical findings that
    DG041 inhibits platelet aggregation without increasing
    bleeding time as monotherapy, and further demonstrate that in
    combination with clopidogrel alone, as well as with
    clopidogrel and aspirin, DG041 provides additional
    antiplatelet effect without prolonging bleeding time.  deCODE
    is seeking strategic partners for advancing the clinical
    development of DG041.

-- DG051. In clinical studies in healthy volunteers, DG051 has
    been shown to reduce the production of the pro-inflammatory
    molecule leukotriene B4 (LTB4) in a dose-dependent manner.
    The results of a double-blind, placebo-controlled Phase IIa
    study announced last year confirmed that DG051 also delivers
    significant dose-dependent reductions in LTB4 in patients
    with a history of heart attack or coronary artery disease and
    who were taking a variety of concomitant medications.  The
    pharmacokinetic and safety profiles of the compound were
    favorable and there were no serious adverse events in the
    study.  The company has been engaged in discussions with
    potential partners for the further development of DG051.

-- deCODE diagnostics.  In 2008 deCODE continued to build its
    portfolio of DNA-based reference laboratory tests for
    assessing individual risk of common diseases. These
    pioneering tests are built upon deCODE's discovery of high-
    impact genetic risk factors for a growing number of major
    public health challenges and the company's intellectual
    property based upon these discoveries.  These tests are among
    the first commercially available and scientifically validated
    tools for personalized medicine, providing a new means for
    measuring individual risk of a growing number of major public
    health challenges and of optimizing prevention and early
    detection strategies.  In 2008 deCODE complemented its
    existing tests for measuring risk of type 2 diabetes, atrial
    fibrillation and stroke, and heart attack, with the launch of
    three new tests.  deCODE Glaucoma(tm) measures risk for
    exfoliation glaucoma, decode ProstateCancer assesses genetic
    risk factors for prostate cancer, and deCODE BreastCancer(tm)
    is the first genetic risk test for assessing individual
    susceptibility to the common forms of breast cancer.

-- deCODEm(tm) personal genome scans.  Having launched the era
    of the retail genome scan in 2007, deCODEme has kept its
    subscribers in the forefront of human genetics with dozens of
    updates on new findings as well as improved web interfaces
    and ancestry analysis.  Two months ago deCODEme also launched
    the first focused genetic scans for assessing personal risk
    of several major cardiovascular diseases and common cancers.
    These scans offer a targeted snapshot of disease risk in two
    areas that may be of specific interest to subscribers, with
    deCODE quality science and analysis at a modest price.
    deCODEme Cardio(tm)detects genetic risk factors for heart
    attack, stroke, and atrial fibrillation, two types of
    aneurysm and venous thromboembolism.  deCODEme Cancer(tm)
    measures genetic risk factors for prostate, lung, bladder,
    skin and colorectal cancers, as well as the common form of
    breast cancer.

-- Gene and diagnostic target discovery.  Over the past year
    deCODE has solidified its global leadership in the discovery
    of major genetic risk factors for common diseases and swiftly
    folded its findings into its growing range of genetic tests.
    The company's breakthroughs since the beginning of 2008 in
    the genetic causes of breast cancer and prostate cancer were
    integrated into the company's reference laboratory tests for
    these conditions.  Key new genetic risk factors for bladder
    cancer, skin cancer and thyroid cancer, and for lung cancer
    and nicotine dependence, are elements in the deCODEme
    Cancer(tm) scan.  New genetic markers for risk of abdominal
    aortic and intracranial aneurysm and heart attack have been
    added to the company's well-established heart attack and
    atrial fibrillation/stroke markers in the deCODE MI(tm)test
    and the deCODEme Cardio scan.  All of these discoveries,
    along with others in bone mineral density and osteoporosis,
    obesity, schizophrenia, essential tremor, and asthma, have
    provided an unrivalled series of replicated and validated
    updates for subscribers of deCODEm(tm).

                           Finance

-- Cash position and ARS. At December 31, 2008, the company had
    liquid funds available for operating activities, comprised of
    cash and cash equivalents of $3.7 million, out of a total of
    $21.9 million in cash and investments including cash, cash
    equivalents, restricted investments and cash equivalents, and
    non-current, illiquid investments in ARS. In January 2009
    deCODE obtained an additional $11.0 million in cash for
    operating activities through an agreement with NBI, an
    Icelandic financial institution, pursuant to which NBI has
    purchased deCODE's auction rate securities for an aggregate
    price of $11 million.  Pursuant to the agreement, deCODE has
    the call option to require NBI to sell the securities back to
    the company at any time until January 1, 2010.  NBI has the
    put option to require deCODE to repurchase the securities
    following the sale of certain other deCODE assets, or if not
    previously repurchased, on or before December 31, 2009.

A full-text copy of the Company's 2008 Annual Report on Form 10-K
is available at no charge at http://ResearchArchives.com/t/s?3b32

                       About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DELTA MUTUAL: Anticipates Filing 2008 Annual Report This Week
-------------------------------------------------------------
Delta Mutual, Inc., has yet to file its annual report on Form 10-K
for the period ended December 31, 2008, with the Securities and
Exchange Commission. The Company expects to do so this week.

Delta Mutual has told the Commission that management is in the
process of finalizing the operating results of the 2008 fiscal
year.  The information could not be assembled and analyzed without
unreasonable effort and expense to the Company.

On March 30, Delta Mutual announced further developments and
publicized information concerning its Tartagal and Morillo partial
interest concessions, held by its fully owned subsidiary, South
American Hedge Fund.

In August 2007, SAHF executed the final agreement to purchase from
Oxipetrol-Petroleros de Occidente, SA Argentina and JHP Petroleum
Engineering of China, certain interests in four oil and gas
concessions in Argentina, including the Tartagal and Morillo
concessions located in the Salta Province of Northern Argentina,
bordering with Paraguay in the West and Bolivia in the North.
These two concessions cover total areas of approximately 7,063 and
3,534 square kilometers, respectively.

Following an exchange with Oxipetrol-Petroleros de Occidente, SA
Argentina and JHP Petroleum Engineering of China of certain
development rights, a 60% participation interest in each of the
Tartagal and Morillo concessions was acquired by New Times Group
Holdings Limited of Hong Kong (stock symbol HK-0166) for
HK$2.1 billion, following approval by its shareholders on
March 19, 2009.  Delta Mutual, through its wholly-owned SAHF
subsidiary, holds a carry-over partial interest of 9% in each of
the Tartagal and Morillo concessions.  The joint exploration and
development venture has been granted the Tartagal and Morillo
concession rights for the next 25 years.

Delta Mutual said that, according to public releases by the
company holding the majority interest in each of the concessions,
a Technical Report generated by an independent valuation firm
estimated the gross (100%) unrisked, prospective resources of
these two concessions at approximately 144.5 million barrels of
oil and 2.3 billion cubic feet of gas.  The explored crude oil
will be sold to local markets in Argentina.

Based on the evaluation as issued and reported from the
independent valuation firm, New Times Group Holdings Limited of
Hong Kong has reported the entries in the amount of
HK$11.7 billion, equivalent value of over US$ 1.5 billion, as of
March 30, 2009.

Delta Mutual said there can be no assurances as to the production
levels of oil and gas from the Tartagal and Morillo concessions.
Furthermore, there is no assurance as to the timetable for
development of these properties.

Delta Mutual CEO Dr. Daniel Peralta commented, "We are extremely
pleased with these public announcements by the majority concession
holder in the Tartagal and Morillo concessions.  It confirms that
the Northern area of Argentina is the place where we should be.
For our Company, this is a great addition to our activities in the
USA, Peru, Brazil, and the Middle East.  We will maintain our low
debt exposure while we increase our revenue from operations.  In
this struggling global economy, this principle has proven to
substantiate our strong financial fundamentals."

                       About Delta Mutual

Delta Mutual, Inc., invests in oil and gas properties in South
America.  It intends to focus its investments in the energy
sector, including development of energy producing investments and
alternative energy production in Latin America and North America.

As of September 30, 2008, the company's balance sheet showed
$2.6 million in total assets, $2.0 million in total liabilities,
and $318,936 in shareholders' equity.

The company's revised balance sheet as of June 30, 2008, showed
$4.4 million in total assets, $3.8 million in total current
liabilities, $226,988 in minority interest in consolidated
subsidiaries, and $413,075 in shareholders' equity.

                       Going Concern Doubt

Wiener, Goodman & Company, P.C., in Eatontown, N.J., expressed
substantial doubt about Delta Mutual Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended December 31, 2007, and
2006.  The auditing firm reported that the company has a
deficiency in working capital at December 31, 2007, incurred
losses from operations since inception, needs to obtain additional
financing to meet its obligations on a timely basis and to fulfill
its proposed activities and ultimately achieve a level of sales
adequate to support its cost structure.

In its quarterly report on Form 10-Q for the period ended
September 30, 2008, the Company indicated it does not have
sufficient liquid assets to finance its anticipated funding needs
and obligations; and that its continued existence is dependent
upon its ability to obtain needed working capital through
additional equity or debt financing and achieve a level of sales
adequate to support its cost structure.  The Company had said its
management is actively seeking additional capital to ensure the
continuation of its current activities and complete its proposed
activities.  However, there is no assurance that additional
capital will be obtained or that the Company's subsidiaries will
be profitable.


DHP HOLDINGS: Wants to Retain Great American Group as Auctioneer
----------------------------------------------------------------
DHP Holdings II Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to authorize:

  a) the sale of the Debtors' inventory, including raw materials,
     work in progress, and finished materials, free and clear of
     all liens, claims and interests, at a one day, live onsite
     and webcast auction; and

  b) the retention of Great American Group, LLC, as the Debtors'
     exclusive auctioneer for the sale of the inventory, nunc pro
     tunc to March 30, 2009.

Given that they are no longer operating on a regular basis and
only have limited ongoing use of cash collateral, the Debtors tell
that Court that it is imperative to sell the assets by no later
than May 31, 2009.

Pursuant to the Auctioneer Retention Agreement with Great
American, the assets will be sold in lots to be determined by
Great American on an "as is" basis.

As the Debtors' exclusive auctioneer for the assets, Great
American will:

  a) conduct the sale and offer the assets for sale;

  b) oversee the removal of the assets from the facility.  Great
     American reserves the right to leave at the facility any
     assets that have not been sold by the sale termination date.

  c) determine and implement appropriate advertising to
     effectively sell the assets during the sale term;

  d) provide such other related services deemed necessary or
     prudent by the Debtors and Great American under the
     circumstances giving rise to the sale; and

  e) provide the Debtors with reporting and reconciliation of all
     accounting information in form reasonably acceptable to the
     Debtors within fifteen (15) business days following the
     sale.

As payment for its services, Great American will receive a
commission equal to 7% of the proceeds of the sale including
buyer's premium collected.

If the finished inventory sold by Great American is less than
$6 million at the Debtors' cost, then an alternative commission
will be used:

   Aggregate Finished Goods Inventory      Commission
   ----------------------------------      ----------
     $5,000,000-$5,999,999                    8%
     $4,000,000-$4,999,999                    9%
     $3,000,000-$3,999,999                    10%
     $2,000,000-$2,999,999                    11%
     $0-$1,999,999                            12.5%

Mark P. Naughton, a senior vice president and general counsel at
Great American Group, assures the Court that the firm does not
hold or represent any interest adverse to any of the Debtors and
that the firm is a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Court approved Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million to $500 million each.
According to Reuters, as of Nov. 29, the company, along with its
nondebtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DIOBEX INC: Lays Off Workers, Will Sell Asset
---------------------------------------------
VentureWire reports that venture backers of DiObex, Inc., have
laid the Company's employees and will sell its asset, a diabetes
drug, after failing to raise capital on acceptable terms.

According to WSJ, DiObex still exists as a legal entity, but has
no offices.

Brian Gormley at The Wall Street Journal relates that DiObex
raised $30 million from Domain Associates, Inventages Venture
Capital, Pequot Ventures, Sofinnova Ventures, and others.  Citing
Sofinnova General Partner Michael Powell, WSJ states that DiObex
tried to round up an additional $20 million to $30 million to get
its diabetes therapy into Phase II, but would have had to take a
big cut in its valuation.  WSJ reports that Mr. Powell, after
seeing external term sheets for the round, said that he became
convinced that investors could do better by selling the product,
DIO-901, than by developing it within DiObex.

                           About DiObex

DiObex, Inc. -- http://www.diobex.com-- is a San Francisco-based
biopharmaceutical company founded to develop novel products for
the treatment of metabolic diseases.


DIVERSIFIED ASSET: Fitch Cuts Ratings on $30 Mil. Notes to 'CC'
---------------------------------------------------------------
Fitch Ratings has downgraded three classes and affirmed one class
of notes issued by Diversified Asset Securitization Holdings III,
L.P/Corp.:

  -- $65,206,387 class A-1L notes downgraded to 'BBB' from 'AA',
     Outlook Negative;

  -- $21,229,987 class A-2 notes downgraded to 'BBB' from 'AA',
     Outlook Negative;

  -- $30,000,000 class A-3L notes downgraded to 'CC' from 'CCC'
     DR3;

  -- $25,177,210 class B-1L notes affirmed at 'C'.

Additionally, Fitch has removed classes A-1L and A-2 from Rating
Watch Negative, and has removed the Distressed Recovery ratings
from classes A-3L and B-1L.

The class A-1L and class A-2 notes were assigned Negative Outlooks
due to the high concentration of residential mortgage-backed
securities in the portfolio that are expected to continue to face
negative pressure until the housing market stabilizes.  Fitch does
not assign Rating Outlooks to classes rated 'CCC' or below.

These rating actions are a result of negative credit migration in
the underlying portfolio and incorporate Fitch's recently adjusted
default and recovery rate assumptions for analyzing structured
finance collateralized debt obligations.

The credit quality of the portfolio has deteriorated since the
last review in August 2007.  The Fitch weighted average rating
factor has decreased to the 'B/B-' category from the 'BBB+/BBB'
category at last review.  Approximately 43.3% of the portfolio is
rated below investment grade and 36.9% of the portfolio is rated
'CCC' and lower.

The class A-1L and A-2 notes pay pro-rata except for principal
distributions during normal amortization.  All principal proceeds
along with remaining interest proceeds after the class A-3L
interest is paid are being used to pay down the class A-1L and
class A-2 notes due to the failure of the class A
overcollateralization test with a ratio of 88.8%, falling short of
its covenant of 105.0%.  The class A-1L and A-2 notes have paid
off 69.7% since closing and 32.6% since the last review.  The
class A-3 notes are downgraded to 'CC' as they continue to receive
interest payments but any principal repayment is not anticipated.
The class B-1L notes are downgraded to 'C' as they are deferring
interest and Fitch does not expect future interest or principal
payments to be made to the notes.

DASH III is a CDO that closed June 28, 2001.  The portfolio was
originally selected by Asset Allocation & Management, LLC and
management changed in October 2002 to TCW Asset Management Co. The
reinvestment period ended in June 2005 and TCW continues to
monitor the portfolio.  The portfolio is primarily comprised of
commercial mortgage-backed securities (29.5%), subprime RMBS
(21.4%), commercial asset backed securities (19.1%), prime RMBS
(14.1%), manufactured housing RMBS (13.2%), and real-estate
investment trusts (2.7%).

The rating actions resolve the 'Under Analysis' status issued on
Oct. 14, 2008 following Fitch's announcement of its proposed
criteria revision for analyzing structured finance CDOs.  The
revised criteria report, 'Global Rating Criteria for Structured
Finance CDOs' was published in its final form on Dec. 16, 2008
along with an updated version of the Fitch Portfolio Credit Model
that includes additional functionality for analyzing SF CDOs.  As
part of this review, Fitch makes standard adjustments for any
names on Rating Watch Negative or with a Negative Outlook,
downgrading such ratings for default analysis purposes by three
and one notches, respectively.


DWAINE SCHIFFER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dwaine R. Schiffer
        aka Dwaine Richard Schiffer
        1520 Stardust Way
        Medford, OR 97504

Bankruptcy Case No.: 09-61363

Chapter 11 Petition Date: March 30, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Stephen L. Behrends, Esq.
                  P.O. box 10552
                  Eugene, OR 97440
                  Tel: (541) 344-7472
                  Email: sbehrends@oregon-attorneys.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank Of America                Bank loan         $33,741.00
PO Box 26012
Greensboro, NC 27420

Bank Of America                Bank load         $2,365.00
P.O.Box 15710
Wilmington, DE 19886

The petition was signed by Dwaine R. Schiffer.


DYNEGY HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Dynegy Holdings Inc., including its Corporate Family Rating to B2
from B1 and its Probability of Default Rating to B2 from B1.
Moody's also downgraded the company's senior secured bank
facilities to Ba2 from Ba1, the Roseton-Danskammer senior secured
pass-through certificates to B2 from Ba3, and its senior unsecured
debt to B3 from B2. DHI's speculative grade liquidity rating of
SGL-3 is affirmed.  The rating action concludes the review for
possible downgrade that was initiated on February 27, 2009.  The
rating outlook is stable.

"The rating action reflects Moody's assessment of the impact of
lower power prices on the credit metrics for DHI's 2009 financial
results and Moody's belief that these lower credit metrics are
likely to continue into 2010," said A.J. Sabatelle VP and Senior
Credit Officer at Moody's.

During the past two years DHI produced financial credit metrics
that were in-line with other B1-rated issuers including cash flow
(CFO pre-WC )/ adjusted debt that averaged nearly 10% and cash
interest coverage that was greater than 2.0x.  Moody's expects
DHI's performance to decline during 2009 and into 2010 as cash
flow to adjusted debt is expected to be in the mid-single digits,
cash interest coverage is expected to be less than 2.0x and the
company is expected to be negative free cash flow, particularly
during 2009 given the size of the company's capital investment
program.  Moody's observes that the company has recently
implemented a change in its hedging strategy which is intended to
produce more predictable near-term cash flows.  While greater
predictability in financial results is a credit supportive trend,
the revised commercial strategy and the current lower power prices
are incorporated in the company's expected 2009 results.

The SGL-3 rating affirmation reflects Moody's belief that DHI will
maintain adequate liquidity, reflecting a substantial degree of
cash on hand and liquidity access as well as the lack of any
material debt maturities until April 2011.  The SGL-3 rating also
incorporates the company's continuing plans to raise cash from
asset sales.  To that end, DHI announced in February the sale of
its Heard generating station for slightly more than $105 million
and has engaged financial advisors to monetize their interest in
two partially owned power plants, Plum Point and Sandy Creek,
which could enhance liquidity by at least $275 million.  DHI's
2009 projected negative free cash flow is expected to be satisfied
by utilizing cash on hand and the available liquidity under its
credit facilities.  At February 20th, DHI's had $675 million of
cash on hand and had access to a total of $1.905 billion of multi-
year credit facilities that do not expire until 2012 and 2013.
Moody's observes the disclosure in DHI's 2008 10-K filing which
states that based on management's current forecast of financial
performance during 2009, DHI's available liquidity under these
facilities may be reduced temporarily in order to remain in
compliance with the secured debt to adjusted EBITDA ratio.
Notwithstanding this possibility and considering the recent
implementation of a revised hedging strategy which could increase
future collateral requirements, Moody's believes that DHI will
maintain adequate liquidity for the next four quarters.

Moody's observes that the company faces refinancing risk beginning
in 2011 as $500 million of senior unsecured notes mature in April
2011 and in February 2012.  While the company currently has
availability under its credit facilities to handle a substantial
portion of these debt maturities, in the absence of a dramatic
improvement in operating margin and cash flow, Moody's believe the
company may be challenged in the future to refinance these
obligations at reasonable terms and conditions.

DHI's stable rating outlook incorporates the expected impact on
the company's near-term cash flow predictability due to the
company's recent change in their commercial strategy which
contemplates making greater use of a 12 to 24 month forward
hedging strategy, which if implemented successfully, should reduce
the ongoing volatility in sustainable cash flow.

In light of the challenging prospects for near-term profitability
and for positive free cash flow generation caused by lower power
prices and the potential for reduced electric demand, limited
prospects exist for the company's rating to be upgraded in the
near-term.

The rating could be downgraded if DYN is not able to meet its
revised business plan resulting in a material increase in negative
free cash flow or having the ratio of cash flow to adjusted debt
metrics be less than 5%.  The rating could also be lowered if
DYN's cash flow generation, as measured by EBITDA, ends up
significantly below the lower end of the company's 2009 EBITDA
range as such a decline would signal weaker cash flow generation
and also reduce availability under the company's credit
facilities.

The last rating action on DHI occurred on February 27, 2009, when
the long-term ratings were placed under review for possible
downgrade and the speculative grade rating of SGL-3 was affirmed.

DHI's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of DHI versus others within its industry or
sector, ii) the capital structure and financial risk of DHI, iii)
the projected performance of DHI over the near to intermediate
term, and iv) DHI's history of achieving consistent operating
performance and meeting financial plan goals.  These attributes
were compared against other issuers both within and outside of
DHI's core peer group and DHI's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

Downgrades:

Issuer: Dynegy Capital Trust II

  -- Preferred Stock Shelf, Downgraded to (P)Caa1 from (P)B3

Issuer: Dynegy Capital Trust III

  -- Preferred Stock Shelf, Downgraded to (P)Caa1 from (P)B3

Issuer: Dynegy Holdings Inc.

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Caa1 to
     (P)B3 from a range of (P)B3 to (P)B2

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from
     Ba1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     from B2

Issuer: Dynegy Inc.

  -- Multiple Seniority Shelf, Downgraded to (P)Caa1 from (P)B3

Issuer: NGC Corporation Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Caa1 from B3

Issuer: Roseton-Danskammer 2001

  -- Senior Secured Pass-Through, Downgraded to a range of B2,
     LGD3, 46% from a range of Ba3, LGD3, 34%

Upgrades:

Issuer: Dynegy Holdings Inc.

  -- Multiple Seniority Shelf, Upgraded to LGD4, 59% from LGD4,
     61%

  -- Senior Secured Bank Credit Facility, Upgraded to LGD1, 06%
     from LGD1, 07%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
     59% from LGD4, 61%

Outlook Actions:

Issuer: Dynegy Capital Trust II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Dynegy Capital Trust III

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Dynegy Holdings Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Dynegy Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: NGC Corporation Capital Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Roseton-Danskammer 2001

  -- Outlook, Changed To Stable From Rating Under Review

Headquartered in Houston, Texas, DHI is an independent power
producer that owns a portfolio of more than 18,000MW electric
generating assets.  DHI is wholly-owned by Dynegy Inc.



EBRO REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: EBRO Real Estate Holdings LLC
        1330 W 43rd Street
        Chicago, IL 60609

Bankruptcy Case No.: 09-10104

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

Chapter 11 Petition Date: March 24, 2009

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

Judge: Pamela S. Hollis

Debtor's Counsel: Forrest L. Ingram, Esq.
                  Forrest L. Ingram, P.C.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

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

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

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

            http://bankrupt.com/misc/ilnb09-10104.pdf

The petition was signed by Zenaida E. Abreu, president of the
Company.


ECLIPSE AVIATION: Eclipse Jet to Offer Factory Repurchase Program
-----------------------------------------------------------------
Aviation eBrief reports that Eclipse Jet said that it will offer a
factory repurchase program to Eclipse 500 owners if the company
successfully acquires Eclipse Aviation Corp. assets.

New Mexico Business Weekly states that Eclipse Jet seeks to
acquire all of the former Eclipse Aviation assets to restart jet
production in Albuquerque with new management.  Business Weekly
says that potential bidders for Eclipse Aviation's assets are
planning to upgrade and service the very light jets if they should
win at auction.  Bidders, other than Eclipse Jet, include former
Eclipse Aviation CEO Roel Pieper, Single-Pilot Jet Management
President and CEO Mike Press, and Ad Hoc Committee representing
individuals and firms that bought many of the 259 Eclipse jets
sold before the Company's bankruptcy, Business Weekly relates.

According to Aviation eBrief, Eclipse Jet would likely need to
start up limited production of new Eclipse 500 aircraft to restore
value.  Aviation eBrief relates that Eclipse Jet would completely
restore repurchased used aircraft, install the latest technology,
and resell the aircraft for profit.

Eclipse Jet has reached an agreement with Eclipse Service Network
LLC to form third-party service centers in the U.S. and Europe to
upgrade Eclipse jets and provide maintenance to owners, Business
Weekly reports.

According to Business Weekly, the Ad Hoc Committee will submit a
competing bid to the court to acquire Eclipse Aviation's
maintenance and training facilities.  The report says that the
Committee would run maintenance-and-upgrade services to jet owners
as a cooperative.  The Committee has reached a tentative, non-
binding agreement with Hawker Beechcraft Corp. to provide
maintenance and upgrades for members if the committee acquires
Eclipse Aviation's assets, the report states, citing Randall
Sanada, a directing member of an Ad Hoc Customer Committee.

                     About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.

The Court has issued an order converting the case to Chapter 7
liquidation.


ENERGY PARTNERS: $38MM Under BofA Credit Facility Due Tomorrow
--------------------------------------------------------------
Energy Partners, Ltd., is required to repay a borrowing base
deficiency of $38 million that resulted from the reduction of its
borrowing base under its existing credit agreement with Bank of
America, N.A.

The Company noted, however, that it does not have the cash
resources or unencumbered assets to repay the borrowing base
deficiency in full on April 14, 2009.

Last week, the Company said it is continuing to negotiate a
forbearance agreement with the bank lenders under its credit
agreement.  Although the Company is currently in negotiations with
the bank lenders, there can be no assurance that the negotiations
with the bank lenders will be successful.  If the Company is
unable to secure additional financing, restructure its debt or
successfully negotiate a forbearance agreement with its bank
lenders, it may be required to file for bankruptcy protection.

The repayment deadline was initially extended to April 3, 2009.
The Company obtained consent from a majority in interest of the
bank lenders under its credit agreement, extending the due date
until April 14, 2009.

In March, Energy Partners received a notice of redetermination
from Bank of America, N.A., the Administrative Agent under the
Credit Agreement dated as of April 23, 2007, that the Company's
borrowing base under the Credit Agreement had been lowered from
$150 million to $45 million, resulting in a borrowing base
deficiency in the amount of $38 million.  Following the receipt of
this notice, the Company considered various alternatives provided
for under the Credit Agreement to repay the borrowing base
deficiency and presented to the Administrative Agent the proposal
of an installment repayment plan.  The Administrative Agent
declined to approve the Company's proposed repayment plan, and as
a result, on March 24, 2009, the Company received a notice from
the Administrative Agent requiring the lump-sum payment by the
Company of $38 million to the bank lenders under the Credit
Agreement by April 3.

Following receipt of the Notice, the Administrative Agent, other
representatives of the Lenders and the Company commenced
discussions regarding a possible forbearance agreement, pursuant
to which the Lenders would waive, postpone or delay the
requirement to repay some or all of the $38 million borrowing base
deficiency, to afford the Company additional time to accomplish a
recapitalization, including by continuing its discussions with an
Ad Hoc Committee representing the holders of a majority of its
$450 million principal amount of senior unsecured notes.  Any
forbearance agreement or waiver would require the approval of the
Lenders holding more than 50% of the commitments under the Credit
Agreement.

An event of default under the Credit Agreement permits the
Administrative Agent or the Lenders holding more than 50% of the
commitments under the Credit Agreement to accelerate repayment of
all amounts due and to terminate the commitments thereunder.  The
Company had said it currently has $83 million drawn under the
Credit Agreement.  Any event of default which results in such
acceleration under the Credit Agreement would also result in an
event of default under the Company's $450 million principal amount
of senior unsecured notes.

                    Payment Obligations to MMS

On March 24, 2008, the Company received an order from the Minerals
Management Service, which is part of the United States Department
of the Interior.  The Company had agreed with the MMS to provide
additional supplemental bonds or other acceptable security to the
MMS related to the Company's plugging and abandonment liability in
the aggregate amount of $36.1 million.  Under the terms of that
agreement, the Company was obligated to provide to the MMS no
later than March 27, 2009, cash or other financial support in the
amount of $16.7 million.  During discussions between the Company
and the MMS regarding this obligation, the Company advised MMS
that it would not have the ability to meet its March 27
obligation, following which the MMS issued the Order.

The MMS has demanded that the Company provide to the MMS bonds or
other acceptable security in the aggregate amount of
$34.7 million to cover obligations associated with all of its
properties in the Gulf of Mexico, with the first such installment
of $1.2 million due no later than March 31, 2009, an additional
installment of $1.2 million due no later than June 30, 2009, and
the remaining $32.3 million due no later than July 31, 2009.

The Order also requires the Company to present a plan to the MMS
by May 1, 2009, detailing how the Company plans to comply with the
Order, and to immediately shut-in production from all of its wells
and facilities located in South Pass Blocks 27 and 28 in the
federal portion of the Company's East Bay field, while properly
maintaining these facilities, wells and personnel.  The production
from these wells and properties that the Company is required to
shut-in pursuant to the Order constituted less than 5% of the
Company's average daily production as of March 27, 2009.  The
shut-in will remain effective until the Company complies with all
requests of the MMS set forth in the Order.  The Company has
completed its shut-in of production from these wells and
facilities.  The Company has also made the $1.2 million payment
that was due to the MMS no later than March 31, 2009.

If the Company is not able to meet the June 30 or July 31 payment
obligations to the MMS, or fails to present an acceptable plan to
the MMS by May 1, then it may be forced to voluntarily seek
bankruptcy protection.

                      NYSE Trading Suspension

On March 24, 2009, NYSE Regulation, Inc., provided the Company
with a written notice that trading of the Company's common stock
would be suspended prior to the New York Stock Exchange's opening
on March 30, 2009. The notice stated that the Company is not in
compliance with NYSE's continued listing standard, which currently
requires a company with common stock listed on the NYSE to
maintain an average global market capitalization of not less than
$15.0 million over a consecutive 30 trading-day period.

NYSE Regulation has informed the Company that application to the
Securities and Exchange Commission to delist the Company's common
stock is pending the completion of all applicable procedures,
including any appeals by the Company of NYSE Regulation's
decision.  The Company has 10 days from the date of the notice to
inform NYSE Regulation whether it will appeal this decision.  The
Company has not determined if it will seek such an appeal.

The Company's common stock has been quoted for public trading on
the Pink Sheets -- http://www.pinksheets.com-- quotations system,
an over-the-counter market, under the symbol ERPL.PK.

Enoch L. Dawkins has resigned as a member of the Company's Board
of Directors effective as of March 28, 2009.

                       About Energy Partners

Energy Partners, Ltd., is an independent oil and natural gas
exploration and production company.  The Company had interests in
24 producing fields, six fields under development and one property
on which drilling operations were then being conducted, all of
which are located in the Gulf of Mexico Region.

As reported by the TCR on March 18, Standard & Poor's Ratings
Services lowered its corporate credit rating on independent
exploration and production firm Energy Partners Ltd. to 'CCC-'
from 'CCC+'.  Moody's Investors Service earlier downgraded Energy
Partners' Corporate Family Rating to Caa3 from Caa1.


EWORLD COMPANIES: Rothman Law Firm to Liquidate Estate
------------------------------------------------------
The Law Offices of Barry K. Rothman said it is in the process of
putting eWorld Companies' (Pink Sheets: EWRC) out of business.
The Law firm is an eWorld Companies' creditor.

On February 24, 2008, both Henning Morales and eWorld entered into
a confidential settlement agreement with the Law firm to pay a
judgment against Morales and eWorld, in favor of the Law firm,
which judgment is a matter of public record.  Morales and eWorld
have defaulted and as a result the Los Angeles Sheriff's
Department is enforcing an attachment order on all of eWorld's
bank accounts.  As well, the Law firm is in the process of having
a court appointed receiver assume financial control of the Company
and the Law firm is in the process of filing a Chapter 7
involuntary petition in Bankruptcy against Henning Morales
individually.


EXACT SCIENCES: Dec. 31 Balance Sheet Upside-Down by $2.43MM
------------------------------------------------------------
EXACT Sciences Corp. announced its financial results for the
fourth quarter and year ended Dec. 31, 2008.

The company had approximately $4.9 million in unrestricted cash
and cash equivalents at Dec. 31, 2008, compared to unrestricted
cash, cash equivalents and short term investments of
$12.6 million at Dec. 31, 2007.  As of Dec. 31, 2008, the Company
had $5.89 million in total assets; $5.03 million in current
liabilities; $1.95 million in third party royalty obligation, less
current portion; and $1.35 million in deferred license fees, less
current portion; resulting in $2.43 million stockholders' deficit.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

The report of Ernst & Young LLP in connection with the Company's
2008 Annual Report does not include a going concern doubt
language.

The Company, however, noted that its $4.9 million in cash and cash
equivalents on hand at December 31, 2008, together with the
receipt of $22.65 million in January 2009 in connection with a
transaction with Genzyme, will be sufficient to fund current
operations for at least the next 12 months, based on current
operating plans.

The Company does not expect that product royalty payments or
milestone payments from LabCorp will materially supplement its
liquidity position in the next 12 months, if at all.

Since the Company has no current sources of material ongoing
revenue, it believes that it will need to raise additional capital
to complete the development, FDA submission for clearance or
approval, and commercialization of its technologies, including an
FDA-approved in vitro diagnostic test for stool-based DNA
colorectal cancer screening.  If it is unable to obtain sufficient
additional funds to enable to fund operations through the
completion of the development of such a test, the submission to
the FDA for clearance or approval of the test, and
commercialization of the test, its results of operations and
financial condition would be materially adversely affected and it
may be required to delay such efforts and otherwise scale back
operations.

Even if the Company successfully raises sufficient funds to
continue operations to fund the development, FDA submission, and
commercialization of its technology, including an FDA-approved in
vitro diagnostic test for stool-based DNA colorectal cancer
screening, the Company cannot assure that its business will ever
generate sufficient cash flow from operations to become
profitable.

                   $9.7 Million Net Loss in 2008

EXACT reported a net loss for the fourth quarter of 2008 of
$2.1 million, compared to $4.0 million, for the same period of
2007.  For full-year 2008, the company reported a net loss of $9.7
million, compared to $12.0 million for the prior year.

EXACT reported net revenues for the fourth quarter of 2008 of
($100,000), compared to net revenues of ($600,000) for the same
period of 2007.  The quarterly increase in net revenues compared
to the same quarter of 2007 was driven by lower charges to product
royalty revenue in connection with a third-party royalty
reimbursement obligation to Laboratory Corporation of America
Holdings.

During the quarters ended December 31, 2007, and December 31,
2008, EXACT recorded $1.0 million and $450,000, respectively, in
charges related to the third-party royalty obligation to LabCorp.
These charges resulted in negative net product royalty revenue in
both quarters.  Based on LabCorp sales volumes as of December 31,
2008, and future LabCorp sales volumes anticipated by the company,
EXACT had accrued a total of $3.45 million related to the
potential $3.5 million total obligation to LabCorp, compared to
$1.2 million at December 31, 2007. To the extent payments are due
to LabCorp for the last two measurement periods, $1.0 million
would be due in each of January 2010 and January 2011.

The company reported net revenues for the year ended December 31,
2008 of ($900,000), compared to $1.8 million for full-year 2007.
This decrease was due primarily to a $1.5 million reduction in
non-cash license fee amortization revenues in 2008, compared to
the prior year.  This reduction resulted from the June 2007
amendment of the company's license agreement with LabCorp, which
extended the agreement's exclusive period to December 2010.  As a
result of this extension, the remaining unamortized up-front
license fees that LabCorp previously paid to EXACT are now being
recognized over a longer period of time, resulting in lower non-
cash license fee amortization as compared to prior periods.

The revenue decrease was also due to an increase of approximately
$1.0 million in charges to product royalty revenue in connection
with a third-party royalty obligation payable to LabCorp.  The
company recorded charges of $1.2 million and $2.25 million during
the years ended December 31, 2007, and December 31, 2008,
respectively, in connection with the third-party royalty
obligation to LabCorp.

EXACT's total operating expenses decreased by 44 percent to
$2.0 million for the quarter ended December 31, 2008, from
$3.6 million for the same period of 2007.  This decrease was due
primarily to a reduction of $1.2 million in research and
development expenses resulting from the July 2008 cost-reduction
actions, which included the suspension of the company's proposed
clinical validation study of its Version 2 technology, the
elimination of eight positions, and the renegotiation of certain
fixed commitments.  The company also recorded lower restructuring
charges during the fourth quarter of 2008, compared to the fourth
quarter of 2007.  These charges related to the consolidation and
sublease of certain of the company's leased space.

EXACT reported total operating expenses for full-year 2008 of $9.1
million, a decrease of 38 percent from $14.6 million in full-year
2007.  This decrease was due mainly to lower expenses across the
company's research and development activities, which resulted from
the previously referenced cost reduction actions.  General and
administrative expenses decreased by approximately 14 percent
during full-year 2008 compared to full-year 2007 as a result of a
$1.8 million combined decrease from lower non-cash stock-based
compensation expense and decreases in salary, benefit and other
costs due to lower general and administrative headcount.  These
decreases were partially offset by an increase of $0.8 million in
professional fees in connection with the company's strategic
review process, its reimbursement efforts with the Centers for
Medicare & Medicaid Services and its regulatory efforts with the
U.S. Food and Drug Administration.  There were no sales and
marketing expenses for the year ended December 31, 2008, compared
with $1.0 million for the prior year, as a result of the
elimination of the company's sales and marketing functions on
August 31, 2007.

The company recorded restructuring charges of $600,000 for the
year ended December 31, 2008, compared with $1.2 million in full-
year 2007.  Restructuring charges in 2008 consisted of roughly
$500,000 during the third quarter in connection with certain July
2008 cost-reduction actions.  The company recorded an additional
charge of $100,000 during the fourth quarter of 2008 in connection
with the sublease of certain of its leased space at its
headquarters.

                        Genzyme Transaction

The Company entered into a strategic transaction with Genzyme
Corporation on January 27, 2009, pursuant to which Genzyme
acquired certain intellectual property assets related to the
fields of prenatal and reproductive health and licensed certain
intellectual property outside the fields of colorectal cancer
screening and stool-based DNA detection.  Genzyme also purchased
3.0 million shares of the Company's common stock.  Pursuant to the
strategic transaction, EXACT retained worldwide rights to its
colorectal cancer screening and stool-based DNA testing
intellectual property, and will receive a share of Genzyme's
sublicensing income derived from the purchased intellectual
property outside the fields of prenatal and reproductive health.

EXACT received $22.65 million at closing, with an additional $1.85
million to be received by July 2010, subject to the non-occurrence
of certain events.

A full-text copy of the Company's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3b4b

                      About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by
June 4, 2009, NASDAQ will provide the Company with written
notification that the Company's common stock will be delisted from
the NASDAQ Capital Market.


EXACT SCIENCES: Registers 1.37 Million Shares for Incentive Plan
----------------------------------------------------------------
EXACT Sciences Corp. filed with the Securities and Exchange
Commission a Form S-8 registration statement to register 1,376,147
shares of the Company's common stock to be issued to the Company's
2000 Stock Option and Incentive Plan.

The proposed maximum offering price per share is $1.22.  The
proposed maximum aggregate offering price is $1.67 million.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?3b4c

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by
June 4, 2009, NASDAQ will provide the Company with written
notification that the Company's common stock will be delisted from
the NASDAQ Capital Market.


FIRSTLIGHT POWER: Moody's Withdraws Liquidity Rating of SGL-2
-------------------------------------------------------------
Moody's Investors Service has withdrawn its Speculative Grade
Liquidity Rating of SGL-2 for FirstLight Power Resources, Inc. (B2
Corporate Family Rating).  Moody's has withdrawn this rating for
business reasons.

The rating withdrawal follows a change of ownership of FirstLight
Power's ultimate parent FirstLight Power Enterprises, Inc. which
was acquired by GDF Suez North America, a subsidiary of French
energy company GDF Suez SA (Aa3 senior unsecured, stable).

FirstLight Power's ratings were assigned by evaluating factors
believed to be relevant to the credit profile, such as i) the
business risk and competitive position of FirstLight Power versus
others within its industry or sector, ii) the capital structure
and financial risk of FirstLight Power, iii) the projected
performance of FirstLight Power over the near to intermediate
term, and iv) FirstLight Power's history of achieving consistent
operating performance and meeting financial plan goals.  These
attributes were compared against other issuers both within and
outside of FirstLight Power's core peer group and FirstLight
Power's ratings are believed to be comparable to ratings assigned
to other issuers of similar credit risk.

Moody's last rating action on FirstLight Power occurred November
20, 2008 when its long-term ratings were affirmed and its SGL was
upgraded to SGL-2 from SGL-3.

Headquartered in Hartford, Connecticut, FirstLight Power owns and
operates 1,442 MW of merchant electric generating assets located
in Connecticut and Massachusetts.  FirstLight Power's wholly-owned
subsidiary FirstLight Hydro Generating Company, owns 1,296 MW of
predominately hydroelectric generating facilities that include two
pumped storage hydro units, eleven conventional and run-of-river
hydro units, and one internal combustion peaking facility.
FirstLight Power's portfolio also includes a 146 MW coal-fired
generating station held in a separate subsidiary.  FirstLight
Power markets the output of its assets through FirstLight Power
Resources Management, LLC, the group's marketing subsidiary.


FORD MOTOR: Debt Restructuring "Very Successful", Says DBRS
-----------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company and
Ford Motor Credit Company LLC have released the results of its
series of offers pertaining to the restructuring of its automotive
debt obligations, which was originally announced on March 4, 2009.

DBRS notes that the Debt Restructuring has proven very successful,
resulting in a reduction of debt of $9.9 billion, with annual
interest expense also being lowered by more than $500 million.  To
achieve these reductions, Ford and Ford Credit will use
$2.4 billion in cash and will also issue 468 million shares of
Ford common stock.  DRBS views the successful Debt Restructuring
positively and observes that the Company's financial flexibility
has been materially bolstered.  However, the severe sales
environment and Ford's use of cash continue to be significant
concerns that have precluded DBRS from taking any rating actions
at this time.

Looking specifically at the Company's various classes of debt, the
detailed results are:

   -- Ford Credit used $1 billion to purchase $2.2 billion
      principal amount of Ford's secured term loan debt (this was
      initially announced by Ford Credit on March 23, 2009).

   -- Ford Credit will also pay $1.1 billion in cash to purchase
      $3.4 billion principal amount of Ford's unsecured notes.

   -- With respect to the Company's 4.25% unsecured convertible
      notes, approximately $4.3 billion of these notes were
      tendered pursuant to Ford's tender offer.  Ford will
      therefore pay $344 million in cash and also issue
      approximately 468 million shares of Ford's common stock.

DBRS notes that the successful Debt Restructuring has strengthened
Ford's balance sheet.  The Company's automotive debt as of
December 31, 2008, totaled $25.8 billion; accordingly, leverage
has been materially reduced through these initiatives.  This,
combined with the Company's new United Auto Workers (UAW)
agreement, will considerably increase the Company's financial
flexibility going forward.

However, DBRS further notes that Ford's primary concern continues
to be its high use of cash.  In 2008, total use of cash amounted
to $20.7 billion; (this amount includes $4.6 billion in payments
related to voluntary employee beneficiary association (VEBA)).
Through the first three months of 2009, industry sales have fallen
further from very weak levels in the fourth quarter of 2008
(although the last week of March 2009 appeared to provide some
very slight relief).  While the Company has yet to release
financial results for the first quarter of 2009, DBRS expects
Ford's use of cash to moderate somewhat but still remain
significant.

Remaining uncertainties, such as future macroeconomic
developments, access to credit and potential vehicle-scrappage
programs, considerably cloud the near-term sales outlook.  Should
an improvement in industry sales levels become apparent and Ford's
upcoming results suggest that the Company is able to control its
use of cash going forward, this would have positive implications
and result in DBRS's review of the ratings.


FORD MOTOR CREDIT: DBRS Comments on Debt Restructuring
------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company and
Ford Motor Credit Company LLC have released the results of its
series of offers pertaining to the restructuring of its automotive
debt obligations, which was originally announced on March 4, 2009.

DBRS notes that the Debt Restructuring has proven very successful,
resulting in a reduction of debt of $9.9 billion, with annual
interest expense also being lowered by more than $500 million.  To
achieve these reductions, Ford and Ford Credit will use
$2.4 billion in cash and will also issue 468 million shares of
Ford common stock.  DRBS views the successful Debt Restructuring
positively and observes that the Company's financial flexibility
has been materially bolstered.  However, the severe sales
environment and Ford's use of cash continue to be significant
concerns that have precluded DBRS from taking any rating actions
at this time.

Looking specifically at the Company's various classes of debt, the
detailed results are:

   -- Ford Credit used $1 billion to purchase $2.2 billion
      principal amount of Ford's secured term loan debt (this was
      initially announced by Ford Credit on March 23, 2009).

   -- Ford Credit will also pay $1.1 billion in cash to purchase
      $3.4 billion principal amount of Ford's unsecured notes.

   -- With respect to the Company's 4.25% unsecured convertible
      notes, approximately $4.3 billion of these notes were
      tendered pursuant to Ford's tender offer.  Ford will
      therefore pay $344 million in cash and also issue
      approximately 468 million shares of Ford's common stock.

DBRS notes that the successful Debt Restructuring has strengthened
Ford's balance sheet.  The Company's automotive debt as of
December 31, 2008, totaled $25.8 billion; accordingly, leverage
has been materially reduced through these initiatives.  This,
combined with the Company's new United Auto Workers (UAW)
agreement, will considerably increase the Company's financial
flexibility going forward.

However, DBRS further notes that Ford's primary concern continues
to be its high use of cash.  In 2008, total use of cash amounted
to $20.7 billion; (this amount includes $4.6 billion in payments
related to voluntary employee beneficiary association (VEBA)).
Through the first three months of 2009, industry sales have fallen
further from very weak levels in the fourth quarter of 2008
(although the last week of March 2009 appeared to provide some
very slight relief).  While the Company has yet to release
financial results for the first quarter of 2009, DBRS expects
Ford's use of cash to moderate somewhat but still remain
significant.

Remaining uncertainties, such as future macroeconomic
developments, access to credit and potential vehicle-scrappage
programs, considerably cloud the near-term sales outlook.  Should
an improvement in industry sales levels become apparent and Ford's
upcoming results suggest that the Company is able to control its
use of cash going forward, this would have positive implications
and result in DBRS's review of the ratings.


G.I. JOE'S: Fails to Find Buyer, Will Liquidate Assets
------------------------------------------------------
Portland Business Journal reports that G.I. Joe's Holding Corp.
has failed to find a buyer and will have to liquidate its assets.

According to Business Journal, Worldwide Distributors, a
cooperative purchasing association that guaranteed G.I. Joe's
purchases and which says it is owed more than $8 million, said
that it should be treated as a secured creditor.  Business Journal
states that Worldwide Distributors is contesting an April 9
hearing on a motion to sell the assets of G.I. Joe's.  The report
says that if the motion is approved, the assets of G.I. Joe's will
be sold to a firm that specializes in liquidating bankrupt
retailers.

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos.: 09-10713 and 09-10714.  The Debtors proposed
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.


GANNETT CO: Exchange Offer Won't Affect Moody's 'Ba1' Rating
------------------------------------------------------------
Moody's Investors Service said Gannett Co., Inc.'s offer to
exchange its senior unsecured and unguaranteed notes maturing in
2011 and 2012 for new senior unsecured guaranteed notes maturing
in 2015 and 2016 does not affect the company's Ba1 Corporate
Family Rating, Ba1 Probability of Default Rating the Ba2 rating on
the 2011 and 2012 notes, or the SGL-3 speculative-grade liquidity
rating.

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

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


GENERAL MOTORS: Plan for Quick Bankruptcy Facing Hurdle
-------------------------------------------------------
General Motors Corp. and Chrysler LLC previously said that a
bankruptcy filing is not an option since it would be more costly
and would further hurt revenues.  Since President Obama's auto
panel said that the two automakers' outside-of-bankruptcy-court
restructuring plans submitted February 17 were not viable, the two
Detroit carmakers and the U.S. government are now considering a
bankruptcy filing by either or both, if milestones are not
achieved.

According to an April 12 report by The Wall Street Journal,
General's strategy for a quick bankruptcy case is likely to spark
legal challenges from bondholders worried about getting
steamrolled.  Key members of an ad hoc committee representing GM
bondholders have begun preparing arguments against the auto
maker's bankruptcy plan, according to people familiar with the
strategy.

The WSJ said GM's leading bankruptcy plan would break the company
into two parts: a good GM made up of strong assets, such as
Chevrolet and the auto maker's Chinese operations; and a bad GM of
underperforming assets and billions of dollars in obligations that
essentially would be wound down in bankruptcy court.  Proceeds
from the government's eventual sale of equity in the good company
in part would go toward paying parties that have leverage over the
auto maker. Those include the United Auto Workers union, which is
owed tens of billions in health-care payments; and unsecured
bondholders, who hold $29 billion in GM debt.

Even though unsecured bondholders would get stock in the good GM,
the people familiar with the matter said bondholders are concerned
that GM's so-called 363 sale unnecessarily pushes bondholders to
accept hefty losses on their investments, WSJ reported.  According
to WSJ, the threat of legal opposition is one reason GM management
had resisted filing in bankruptcy court for protection from
creditors. GM and the government have a handful of different game
plans to emerge from bankruptcy court within a few months, rather
than the typical stay of at least a year. But all those plans are
subject to the discretion of a bankruptcy judge and the
cooperation of stakeholders. "It's the ultimate democratic
process," a GM executive said, summing up the complications that
can arise in bankruptcy court.

            Chrysler Facing April 30 Deadline

To cut the carmaker's debt before an April 30 deadline, Chrysler
LLC's lenders are holding meetings and exchanging proposals with
the U.S. Treasury Department, Mike Ramsey and Jeff Green of
Bloomberg News reported, citing people familiar with the
situation.

Bloomberg states that months of inaction came to an end last week
when talks began. According to one of the people, who asked not to
be named because the talks are private, discussions include
concepts for dividing ownership in Chrysler among the banks, the
United Auto Workers union and Fiat SpA.

According to the same people, neither the banks nor the U.S.
government want a liquidation of Chrysler which could damage the
shrinking U.S. economy and leave little for the lenders.
Additionally, the UAW aimed to reach an agreement as soon as this
week on obligations to the Voluntary Employee Beneficiary
Association retiree health-care fund.

Bloomberg points out that efforts to eliminate Chrysler's debt and
separate talks with the UAW over a retiree health-care trust are
aimed at addressing two hurdles the Obama administration said must
be cleared to forge a deal with Italian carmaker Fiat SpA. That is
to receive $6 billion in U.S. loans and to avoid liquidation.

President Barack Obama's automotive task force said last week that
Chrysler is not viable as a stand-alone company and a bankruptcy
may be the most effective way to extinguish liabilities, Bloomberg
said. President Obama said the U.S. would provide working capital
to Chrysler, if needed, only through April.

On the other hand, Bloomberg said that the UAW efforts at Chrysler
mean less energy is being spent in talks with GM.  The Detroit-
based automaker has a June 1 deadline to reach agreements with its
unions and unsecured creditors or be forced into bankruptcy by the
Obama administration, which has already lent GM $13.4 billion.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         Liquidity Crunch

Chrysler has been trying to keep itself afloat.  As reported by
the Troubled Company Reporter on March 20, 2009, its Chief
Financial Officer Ron Kolka, has said even if Chrysler gets
additional government loans, it could face another cash shortage
in July when revenue dries up as the company shuts down its
factories for two weeks to change from one model year to the next.
The Company's CFO has said Chrysler planned for the $4 billion
federal government bailout it received Jan. 2 to last through
March 31.  The Company is talking with the Obama administration's
autos task force about getting another $5 billion, and faces a
March 31 deadline to complete its plan to show how it can become
viable and repay the loans.

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

A copy of the Chrysler viability plan is available at:

               http://ResearchArchives.com/t/s?39a3

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Ad Hoc Committee to Block Bankruptcy Plan
---------------------------------------------------------
An ad hoc committee representing General Motors Corp.'s
bondholders have started preparing arguments against the Company's
bankruptcy plan if ever the automaker files for Chapter 11
bankruptcy protection, John D. Stoll at The Wall Street Journal
reports, citing people familiar with the matter.

WSJ relates that under GM's bankruptcy, the Company will break
into two parts: a good GM made up of strong assets, and a bad GM
of underperforming assets and billions of dollars in obligations
that would be wound down in bankruptcy court.  According to WSJ,
proceeds from the government's eventual sale of equity in the good
company would go in part toward paying parties -- including the
United Auto Workers union, which is owed tens of billions in
health-care payments; and unsecured bondholders, who hold about
$29 billion in GM debt -- that have leverage over GM.

Citing people familiar with the matter, WSJ states that
bondholders are concerned that GM's "363 sale" would unnecessarily
push bondholders to accept hefty losses on their investments, even
though unsecured bondholders would get stock in the good GM.

WSJ quoted a source as saying, "Neither GM nor any of its brands
are melting ice cubes, so creditors would be very concerned if any
action by the automotive task force or GM tried to use the Lehman
decision as an example."  WSJ relates that Lehman Brothers filed
for bankruptcy protection last year, as the U.S. financial system
seized up.  The report says that Lehman was believed to be melting
so quickly that it required a quick sale of its trading operations
to Barclay's Capital.

According to WSJ, some bondholders' committee members are worried
that there is little they can do to delay GM's 363 plans, given
the $13.4 billion in taxpayer money invested in the Company and
the enthusiasm within the administration for the 363 route, but
bondholders said that a legal challenge could discourage similar
fast-track efforts down the line.  WSJ quoted a person familiar
with the matter as saying, "Many people in the distressed-
investment business would be concerned about the long-term impact
on the U.S. Bankruptcy Code, which many people would want to
protect [even] after the fact."

Larry Light at WSJ relates that thousands of investors who own GM
bonds have seen their value drop, along with the fortunes of GM.
According to WSJ, about 20% of the GM bondholders are individual
investors.  Much of the unsecured bonds, which have a face value
of $29 billion, are valued at 15 cents on the dollar, WSJ notes.

WSJ states that last week GM brought a much tougher offer to
bondholders -- to exchange their bonds for a small slice of the
Company's stock -- compared to a previous offer that included
cash, new bonds, and a lot more equity.  WSJ notes that
bondholders have been resisted a settlement with the Company.

According to WSJ, other individual GM bond investors are trying to
benefit from temporary increases in bond prices by "playing the
vulture game" with the Wall Street pros, which is easier to do
with GM because the Company has "retail bonds" that have a face
value of $25.  These bonds, says WSJ, are more affordable and
liquid than regular bonds -- which have a face value of $1,000.
WSJ notes that GM retail bonds trade for $2 to $4 each.

WSJ notes that many bondholders are hoping that their losses will
eventually be eased through an exchange offer for their bonds, but
they could be forced to swallow deeper losses than the market has
delivered.  If GM files for bankruptcy protection, the Company
almost surely will stop paying interest and bondholders will also
have to wait a long time -- usually 18 months -- for a settlement,
WSJ states.  The unsecured bondholders, who rank lower on the food
chain than do other creditors, might "get what's left over, and
the pie is shrinking along with GM's sales," WSJ relates, citing
research house Bankruptcy Creditors Service Inc. President Peter
Chapman.

The task force said that it will meet with the bondholders, WSJ
reports.

WSJ relates that individual investors who own GM common stock
might not get anything at all.  GM's shares, according to WSJ,
closed at $2.04 on Thursday, down from $42 in October 2007.  WSJ
relates that if GM ends up in Chapter 11 bankruptcy-court
protection, the common stock might be wiped out, but if it can
reorganize out of court, lightening its debt load through an
exchange offer, the stock will likely rise.

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: S&P Cuts revolving credit facility rating to CCC-
-----------------------------------------------------------------
Standard & Poor's Ratings Services April 10 it has lowered its
issue-level rating on General Motors Corp.'s (GM.N) $4.5 billion
senior secured revolving credit facility to 'CCC-' (one notch
above the 'CC' corporate credit rating on the company) from 'CCC'.
We revised the recovery rating on this facility to '2' from '1',
indicating our 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 our view of
the likelihood that GM will default--through either a bankruptcy
or a distressed debt exchange.

The issue rating on GM's $1.5 billion senior secured term
loan was left unchanged, at 'CCC' (two notches above the
corporate credit rating); the recovery rating on this debt
remains at '1', indicating our view that lenders can expect
very high (90% to 100%) recovery in the event of a payment
default. In addition, the issue rating on GM's unsecured debt
was left unchanged, at 'C' (below the corporate credit rating);
the recovery rating on these tranches remains at '6',
indicating our view that lenders can expect negligible (0-10%)
recovery in the event of a payment default.

"The lowering of the rating on the revolving credit
facility reflects our view of persistently weaker demand for
light vehicles in North America, as well as declining pools of
assets securing the revolving credit facility," said Standard &
Poor's recovery analyst Greg Maddock. The facility is available
to GM and General Motors of Canada Ltd. (For the complete
recovery analysis, please see the recovery report on General
Motors, to be published immediately following the release of
this report on RatingsDirect.)

The corporate credit rating reflects our view of the
prospects for a distressed debt exchange (which we would
consider tantamount to a default under our criteria) or a
bankruptcy filing. (For the corporate credit rating rationale,
please see Standard & Poor's research report on GM, published
Dec. 4, 2008, on RatingsDirect and our bulletin published March
30, 2009.)

S&P said, "Our recovery ratings do not reflect any debtor-in-
possession (DIP) financing that could prime (supersede) the liens
of existing secured lenders and result in a lower recovery value.
We did not assume any further government funding in our analysis
on either a pre- or post-petition basis and are rating based on a
reorganization scenario. Additional pre-petition funding does not
change the analysis because the senior lenders are secured by
essentially all assets.  We believe additional post-petition
lending in the form of DIP financing would be more problematic for
recoveries because GM has no available assets to secure a DIP
facility.  In our view, this suggests that the existing lenders
(including the government) could be primed in a bankruptcy
proceeding, which would result in lower recovery values, either in
a reorganization or in the event of a possible liquidation as the
estate is wound down.  For example, we estimate recovery would
be 70% to 90%, but a priming DIP could cause the recovery to be
far lower (depending on the size of the DIP facility and the
use of proceeds)."

RATINGS LIST

General Motors Corp.

Corporate credit rating                CC/Negative/--
Downgraded
                                     To                 From
General Motors Corp.
Senior Secured                      CCC-               CCC
Recovery Rating                      2                  1
General Motors of Canada Ltd.
Senior Secured                      CCC-              CCC
Recovery Rating                      2                  1


GENTIVA HEALTH: No Board Reelection Won't Move S&P's 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Atlanta, Georgia-based Gentiva Health Services Inc.
(B+/Stable/--) are not affected by the recent decision by five of
its 11 board members to not seek board reelection.  The decision
by these board members reflects their discontent with the manner
in which a surprise board meeting was called last week.  The
purpose of the meeting was to discuss two changes to the board's
charter.

It is possible that the pending departure of such a large portion
of the board's independent members simultaneously may portend a
more significant underlying problem, as reflected in the letter
attached as an exhibit to the filing announcing the decision.
However, at this time, S&P believes this development does not
affect the management or operation of the company.  S&P will
continue to monitor developments, particularly as S&P expects the
company to hold board elections at its annual meeting in May.


GEORGIA GULF: Annual Stockholders Meeting Slated for May 19
-----------------------------------------------------------
The Annual Meeting of Stockholders of Georgia Gulf Corporation
will be held in the Conference Center at the South Terraces, 115
Perimeter Center Place, in Atlanta, Georgia, on May 19, 2009 at
1:30 p.m. local time.

Stockholders will be asked at the meeting:

   (1) to elect three directors to serve for a term of three
       years;

   (2) to (a) authorize the Board of Directors of the Company to
       effect, in its discretion prior to December 31, 2009, a
       reverse stock split of the outstanding and treasury Common
       Stock, par value $0.01, of the Company, at a reverse stock
       split ratio ranging from 1-for-10 to 1-for-40, as
       determined by the Board, and (b) approve a corresponding
       amendment to the Company's Certificate of Incorporation to
       effect the reverse stock split and reduce proportionately
       the total number of shares of Common Stock that the
       Company is authorized to issue, subject to the Board's
       authority to abandon the amendment;

   (3) to ratify the appointment of Deloitte & Touche LLP to
       serve as Georgia Gulf's independent registered public
       accounting firm for the year ending December 31, 2009;

   (4) to consider a stockholder proposal to request that the
       Board take the necessary steps to declassify the Board, if
       presented at the meeting; and

   (5) to transact any other business as may properly come before
       the meeting.

The Board has fixed the close of business on March 26, 2009, as
the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.

A full-text copy of the Company's Proxy Statement is available at
no charge at http://ResearchArchives.com/t/s?3b4a

On March 27, Clarence E. Terry notified Georgia Gulf Corporation
that he was resigning from his position as a member of the
Company's Board of Directors effective as of such date.  His
decision is not as the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone. The Company has four business segments: chlorovinyls;
window and door profiles, and moldings products; outdoor building
products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

                           *     *     *

As reported by the Troubled Company Reporter on April 2, 2009,
Fitch Ratings has downgraded Georgia Gulf's Issuer Default Rating
to 'C' from 'CC' following its announcement of an exchange offer
of $250 million in second lien notes for all of its senior
unsecured and subordinated notes with a par amount of
$794.6 million.  A minimum threshold of the exchange offer is 95%
of the aggregate outstanding senior unsecured and senior
subordinated notes.  Fitch has also downgraded Georgia Gulf's
senior secured credit facility to 'B-/RR1' from 'B/RR1'.  The
downgrade reflects Fitch's view that the proposed transaction
constitutes a Coercive Debt Exchange in accordance with Fitch's
CDE Criteria published March 3, 2009, and that a CDE or other form
of default is imminent.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.  Fitch notes that
$38 million in interest is due April 15, 2009 on the 9.5% senior
unsecured notes due Oct. 15, 2014 and on the 10.75% senior
subordinated notes due Oct. 15, 2016.  Early exchange by
April 14, 2009, is encouraged by additional consideration in the
form of a pro rata share of 6.9 million shares of common stock
representing 19.9% of existing equity.


GEORGIA GULF: Early Bird Deadline Tomorrow for Exchange Offer
-------------------------------------------------------------
Holders of certain notes issued by Georgia Gulf Corporation have
until Tuesday, April 14, 2009, to signify their intent to
participate in a private exchange offer in order to receive a
better deal.

Georgia Gulf has commenced private exchange offers to exchange its
outstanding 7.125% Senior Notes due 2013; 9.5% Senior Notes due
2014; and 10.75% Senior Subordinated Notes due 2016 for
$250,000,000 aggregate principal amount of 15% Senior Secured
Second Lien Notes due 2014; and 6,922,255 million shares of its
common stock.

Each exchange offer will expire at 12:00 midnight, New York City
time, on April 27, 2009, unless extended.  To be eligible to
receive a so-called early participation amount, holders of old
notes must validly tender and not withdraw their old notes prior
to 5:00 p.m., New York City time, on April 14, 2009, unless the
deadline is extended.

The purpose of the Exchange Offers is to reduce Georgia Gulf's
overall indebtedness and related interest expense.  For each
$1,000 in principal amount of each of the 2013 notes and the 2014
notes, the Company is offering $375.00 in principal amount of new
notes and for each $1,000 in principal amount of the 2016 notes,
the Company is offering $125.00 in principal amount of new notes.

Assuming the minimum tender condition is met or waived and any old
notes are tendered prior to the April 14 early participation
deadline, Georgia Gulf intends to issue the entire $250,000,000
principal amount of new notes and 6,922,255 shares of its common
stock in the exchange offers, even if less than 100% of the
outstanding old notes eligible for exchange are tendered.  To the
extent new notes remain that are not otherwise issuable pursuant
to the exchange offers, the Company will issue that amount solely
to those holders who tender old notes prior to the early
participation deadline, pro rata based on the amount of new notes
issuable to all early participants.  In addition, Georgia Gulf
will issue 6,922,255 shares of its common stock, which represents
approximately 19.99% of its common stock outstanding on March 30,
2009 to the early participants, on the same pro rata basis.  The
additional new notes and shares of common stock are the "early
participation amount".

The various issues of old notes for which the new notes are being
offered in the exchange offers, assuming a 95% participation rate
by the early participation deadline and no further participation
thereafter:

                                                  Aggregate
           Aggregate   Title of      Aggregate        Early
Aggregate
           Principal   Old Notes     Principal     Partici-
Total
              Amount   to be          Exchange       pation
Exchange
CUSIP   Outstanding   Exchanged        Amount      Amount*
Amount
-----   -----------   ---------   -----------    ---------     --
-------
373200  $100,000,000   7.125%      $35,625,000   $1,875,000
$37,500,000
AJ 3                   Sr. Notes
                       due 2013

373200  $500,000,000   9.5% Sr.   $178,125,000   $9,375,000
$187,500,000
AQ 7                   Notes
                       due 2014

373200  $200,000,000   10.75% Sr.  $23,750,000   $1,250,000
$25,000,000
AT 1                   Sub Notes
                       due 2016
                                  ------------  -----------  -----
-------
Total    $800,000,000             $237,500,000  $12,500,000
$250,000,000

   * Aggregate early participation amount assumes 95%
     participation prior to the early participation deadline and
     no further participation thereafter.  In addition, for each
     $1,000 principal amount of new notes issuable for old notes
     tendered prior to the early participation deadline, the
     Company will issue a pro rata share of 6,922,255 shares of
     its common stock.

According to the Company, the exchange offers are subject to
certain conditions, which the Company may assert or waive,
including the condition that the Company receive tenders and
consents in respect of at least 95% of the outstanding aggregate
principal amount of all three issues of old notes.

As reported by the Troubled Company Reporter on April 2, 2009,
Fitch Ratings downgraded Georgia Gulf's Issuer Default Rating to
'C' from 'CC' following its announcement of the exchange offer of
$250 million in second lien notes for all of its senior unsecured
and subordinated notes with a par amount of $794.6 million.  A
minimum threshold of the exchange offer is 95% of the aggregate
outstanding senior unsecured and senior subordinated notes.  Fitch
has also downgraded Georgia Gulf's senior secured credit facility
to 'B-/RR1' from 'B/RR1'.

The downgrade reflects Fitch's view that the proposed transaction
constitutes a Coercive Debt Exchange in accordance with Fitch's
CDE Criteria published March 3, 2009, and that a CDE or other form
of default is imminent.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.

Fitch noted that $38 million in interest is due April 15, 2009 on
the 9.5% senior unsecured notes due Oct. 15, 2014 and on the
10.75% senior subordinated notes due Oct. 15, 2016.  Early
exchange by April 14, 2009, is encouraged by additional
consideration in the form of a pro rata share of 6.9 million
shares of common stock representing 19.9% of existing equity.

According to the Company, the exchange offers will be made, and
the new notes and shares of common stock are being offered and
will be issued, in a private transaction in reliance upon an
exemption from the registration requirements of the Securities
Act, only to holders of old notes (i) in the United States, that
are "qualified institutional buyers," as that term is defined in
Rule 144A under the Securities Act, or (ii) outside the United
States, that are persons other than "U.S. persons," as that term
is defined in Rule 902 under the Securities Act, in offshore
transactions in reliance upon Regulation S under the Securities
Act.

Global Bondholder Services Corporation is serving as the
information agent in connection with the exchange offers and
Eligible Holders can contact the information agent to request
documents at (212) 430-3774 or toll free at (866) 873-7700.

Neither the new notes nor the shares of common stock have been
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

                       Loan Covenant Waivers

On March 16, 2009, Georgia Gulf entered into a fifth amendment to
its senior secured credit facility provided by a syndicate of
banks and other financial institutions led by Bank of America,
N.A., as administrative agent.  The Credit Facility Amendment
became effective on March 17, 2009.

Among other things, the Credit Facility Amendment permits the
Company prior to September 30, 2009, to exchange certain equity or
debt securities for its 7-1/8% and 9.5% senior notes and its
10.75% senior subordinated notes.

Under the Credit Facility Amendment, the tiered pricing grid which
sets forth the applicable per annum margins to be used in the
calculation of interest rates and certain fees will be replaced
with these margins and fees:

   Commitment Fees                         1.0%
   Eurodollar Rate Loans and
   Letter of Credit Fees                   6.5%

   Bankers Acceptance Advances             6.5%

   Base Rate Loans                         5.5%

Prior thereto, the applicable per annum margins and fees at the
highest levels were 0.50% for commitment fees, 5.5% for Eurodollar
rate loans and letter of credit fees, 6.5% for bankers acceptance
advances and 4.5% for base rate loans.

As a condition to the effectiveness of the Credit Facility
Amendment, the Company paid a fee of 1.00% of the commitments and
term loans outstanding to all consenting lenders.  The Credit
Facility Amendment also decreases the Canadian letter of credit
sublimit by $24.0 million to $56.0 million.

Under the Credit Facility Amendment, the leverage ratios and
interest coverage ratios mandated by the Senior Secured Credit
Facility were increased and decreased, respectively, for these
periods -- new vs. (existing) -- after which the ratios will
return to those currently in effect for 2010:

   (A) Maximum Leverage Ratios

                               New        Existing
                               ---        --------
              2009:  Q1        8.25x        8.00x
                     Q2       10.30x        4.25x
                     Q3        9.25x        4.00x
                     Q4        8.75x        3.75x

   (B) Minimum Interest Coverage Ratios

              2009:  Q1        1.30x        1.45x
                     Q2        1.0x         2.50x
                     Q3        1.10x        2.75x
                     Q4        1.15x        3.00x

Under the Credit Facility Amendment, the Company will be required
to have minimum "Consolidated EBITDA" for four fiscal quarters
ended on the indicated dates:

    Minimum Consolidated EBITDA

         March 31, 2009          $179,000,000
         June 30, 2009           $140,000,000
         September 30, 2009      $161,000,000
         December 31, 2009       $167,000,000

The capital expenditure limitation set forth in the Senior Secured
Credit Facility was decreased from $65.0 million to
$35.0 million, in 2009, limits for capital expenditures were
established of $55 million in 2010 and $135 million per annum
thereafter and maximum quarterly cumulative permitted capital
expenditures were established for each of the five quarters ending
March 31, 2010.

The Credit Facility Amendment requires that the Company have at
least $75,000,000 of availability under its revolver at all times,
or such lesser amount as will be agreed upon by lenders holding a
majority of the commitments under both the domestic and Canadian
revolving credit facilities.

The Credit Facility Amendment increases the percentage of required
prepayments of loans from equity issuances and excess cash flow to
100%, from 50% and 75%, respectively, under the prior agreement.

The Company agreed with the Lenders that if it issues or incurs
new notes or loans in exchange for existing notes, the new debt
must have a final maturity not any earlier than 120 days
succeeding the maturity date for the term loans under its Senior
Secured Credit Facility; have no mandatory principal payments
prior to that date; may be secured only by its assets located in
the United States that secure its Senior Secured Credit Facility;
and be contractually subordinated to such facility.  The Company
also agreed with the Lenders that if it issues equity, it may not
mature or be subject to any mandatory redemption (other than in
respect of a change of control or asset sale so long as any
obligations under its senior secured facility are first paid); not
be convertible into debt; not be redeemable by the holder earlier
than 120 days succeeding the maturity date for the term loans
under its Senior Secured Credit Facility; and not provide for any
cash dividends.

The Credit Facility Amendment also requires that each active
subsidiary of the Company guarantee the obligations under the
Senior Secured Credit Facility and grant liens on substantially
all of their real and personal property as security for such
guarantee obligations.

In addition, the Credit Facility Amendment generally prohibits the
Company from making distributions in respect of its equity
interests (including dividends).

On March 17, 2009, the Company entered into a new asset
securitization agreement pursuant to which it may, subject to
certain conditions, sell an undivided percentage ownership
interest in a certain defined pool of its U.S. and Canadian trade
accounts receivable on a revolving basis through a wholly owned
subsidiary to a thirty party.  Under the New Asset Securitization
agreement, the Company may sell ownership interests in new
receivables to bring the ownership interests sold up to a maximum
of $175.0 million which, subject to certain conditions, may be
increased to up to $200.0 million.  The New Asset Securitization
agreement expires on March 17, 2011.

Certain of the lenders under the Senior Secured Credit Facility,
and their affiliates, have pre-existing relationships with the
Company, including the performance of investment banking,
commercial banking, and advisory services for the Company, from
time to time, for which such lenders have received customary fees
and expenses.

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone. The Company has four business segments: chlorovinyls;
window and door profiles, and moldings products; outdoor building
products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.


GEORGIA GULF: Fidelity Discloses 3.455% Equity Stake
----------------------------------------------------
Fidelity Management & Research Company in Boston, Massachusetts, a
wholly owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, is the beneficial owner of 1,191,308 shares or 3.455% of the
Common Stock outstanding of Georgia Gulf Corporation as a result
of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 1,191,308
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has
the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees.  Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards
of Trustees.

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

                           *     *     *

As reported by the Troubled Company Reporter on April 2, 2009,
Fitch Ratings has downgraded Georgia Gulf's Issuer Default Rating
to 'C' from 'CC' following its announcement of an exchange offer
of $250 million in second lien notes for all of its senior
unsecured and subordinated notes with a par amount of
$794.6 million.  A minimum threshold of the exchange offer is 95%
of the aggregate outstanding senior unsecured and senior
subordinated notes.  Fitch has also downgraded Georgia Gulf's
senior secured credit facility to 'B-/RR1' from 'B/RR1'.  The
downgrade reflects Fitch's view that the proposed transaction
constitutes a Coercive Debt Exchange in accordance with Fitch's
CDE Criteria published March 3, 2009, and that a CDE or other form
of default is imminent.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.  Fitch notes that
$38 million in interest is due April 15, 2009, on the 9.5% senior
unsecured notes due October 15, 2014 and on the 10.75% senior
subordinated notes due October 15, 2016.  Early exchange by
April 14, 2009, is encouraged by additional consideration in the
form of a pro rata share of 6.9 million shares of common stock
representing 19.9% of existing equity.


GRAMERCY CAPITAL: Financial Covenants Removed From Wachovia Loan
----------------------------------------------------------------
Gramercy Capital Corp. has amended its secured credit facility
with Wachovia Bank, National Association.  Under the amendment:

   -- The financial covenants in the credit agreement have been
      eliminated.

   -- Mark-to-market and related margin call provisions have been
      eliminated.

   -- The cross-default provisions relating to the Company's
      other indebtedness have been eliminated.

   -- The recourse liability to the Company has been eliminated
      other than in connection with certain non-recourse carve-
      outs which are capped at $10 million.

   -- Consent to the Company's internalization of GKK's external
      manager has been granted by Wachovia subject to certain
      agreed-upon parameters.

   -- The Company has agreed to cause any cash distributions in
      respect of two of its fee ownership joint ventures in
      Manhattan to be paid into a cash collateral account at
      Wachovia as security for a letter of credit issued by
      Wachovia to support certain obligations of one of the
      Company's CDOs.  Funding of the cash collateral accounts
      will be reduced or eliminated upon reduction or elimination
      of the letter of credit obligations.

   -- The Company collateralized with $13.0 million in cash three
      letters of credit issued by Wachovia to support the
      mortgage interest payment obligations of certain Company
      affiliates.

   -- The pricing terms remain unchanged under the facility, and
      the maturity date was re-set to March 2011 with no further
      extension rights.

Additionally, the Company amended its master repurchase facility
with an affiliate of Goldman, Sachs & Co.  Under the amendment:

   -- The financial covenants in the master repurchase agreement
      and the related guaranty have been eliminated.

   -- The cross-default provisions relating to the Company's
      other indebtedness have been eliminated.

   -- The recourse liability to the Company has been eliminated
      other than in connection with certain non-recourse
      carveouts.

   -- Consent to the Company's internalization of GKKM has been
      granted by Goldman.

   -- The Company has agreed to pay $4.0 million in cash to
      Goldman to reduce the repurchase price of one of the three
      loan assets under the MRA, thereby reducing the aggregate
      outstanding repurchase price to $14.7 million.

   -- Sale proceeds in respect of the loan assets under the MRA
      will reduce the aggregate repurchase price of all such
      assets until such repurchase price is zero, with the
      remainder, if any, to be distributed to the Company.

Roger Cozzi, Chief Executive Officer of the Company, stated, "I am
extremely pleased with these accomplishments, along with
satisfying the KeyBank unsecured credit facility and settling the
JP Morgan master repurchase facility. . . .  These are significant
steps which enable the Company to better navigate one of the most
turbulent environments we have seen.  In addition to effectively
eliminating our recourse liability, the Company has eliminated all
financial covenants under these facilities, which will afford the
Company more flexibility in addressing its loan portfolio at
Gramercy Finance and managing its property portfolio at Gramercy
Realty."

Clifford Chance US LLP acted as the Company's restructuring
counsel for these transactions.  Barclays Capital acted as the
Company's financial advisor in connection with these transactions.

Previously, Goldman, Sachs & Co. also acted as a financial advisor
to the Company in connection with the Wachovia transaction.

Gramercy Capital Corp. -- http://www.gramercycapitalcorp.com/--
is an integrated commercial real estate finance and property
investment company whose Gramercy Finance division focuses on the
direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity, CMBS
and other real estate securities, and whose Gramercy Realty
division targets commercial properties net leased primarily to
financial institutions and affiliated users throughout the United
States.  Gramercy is externally-managed by GKK Manager LLC, which
is a wholly-owned subsidiary of SL Green Realty Corp.  Gramercy is
headquartered in New York City, and has regional investment and
portfolio management offices in Los Angeles, California,
Jenkintown, Pennsylvania, and Charlotte, North Carolina.


GREENBRIER HOTEL: Court Okays Financing & Auction for Resort
------------------------------------------------------------
Michael Felberbaum at The Associated Press reports that the Hon.
Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia has approved financing and auction procedures
for the sale of Greenbrier Hotel Corporation's resort.

According to The AP, Greenbrier Hotel disclosed plans to sell
itself to Marriott International Inc. for up to $130 million.  The
AP states that other interested parties may also make bids for the
resort.

The AP relates that Judge Huennekens set a June 12 auction date
and June 17 sale hearing for the resort.

Judge Huennekens has given final approval of $19 million in
debtor-in-possession financing during a hearing in Richmond,
according to The AP.  Greenbrier Hotel's owner CSX, must sign a
new contract that satisfies Marriott Marriott or other potential
buyers, but if a deal isn't reached, the resort would default on
the financing unless Judge Huennekens intervenes, the report says.

Greenbrier Hotel, The AP states, will be able to pay nine nonunion
workers their annual salaries totaling more than
$1.1 million when they no longer have jobs after the sale or their
salary is less than they had previously been paid.

Based in White Sulphur Springs, West Virginia, Greenbrier Hotel
Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc.,
The White Sulphur Springs Co. is a wholly owned subsidiary of The
Greenbrier Resort and Management Corporation, which is wholly
owned by CSX Corporation.

Greenbrier Hotel and its affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


HARMAN INTERNATIONAL: Moody's Downgrades Default Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family and
Probability of Default ratings of Harman International Industries,
to B1 from Ba2.  In a related action, Moody's assigned a Ba1
rating to Harman's amended and now secured multi-currency
revolving credit facility, and withdrew the Ba3 unsecured rating.
The Speculative Grade Liquidity Rating is unchanged at SGL-3.  The
rating outlook is Negative.

The B1 Corporate Family Rating reflects further expected
deterioration of Harman's operating performance and resulting
credit metrics over the intermediate term from the significant
reductions in demand for the company's products.  The global
economic downturn has caused consumers to shift more discretionary
income, otherwise available for spending, toward savings in order
to mitigate additional economic uncertainty.  These conditions
also have adversely impacted the demand for luxury items.  While
Harman maintains low exposure to the Detroit-3 auto companies, the
company's automotive operations (approximately 72% of revenues)
are expected to continue to experience dramatically reduced OEM
production levels, particularly in Europe (about 59% of total
sales).  Europe's major automobile manufacturer's are indicating
first quarter 2009 sales declines ranging 16-25%. North American
automotive sales are also expected to be down over 30% for the
first quarter of 2009. As result of these conditions, Harman has
received an amendment to its multi-currency revolving credit
facility which, among other items, extends the maturity by 18
months to December 2011, and provides additional covenant
flexibility over the remaining life of the facility.  These
modifications are expected to provide sufficient financial
flexibility over the intermediate term for Harman to operate
through the current worldwide recessionary environment.  The
company's operating performance is not expected to be supportive
of the Ba rating over the intermediate term.  That said, Moody's
still expects Harman to maintain its strong competitive position
in its end markets which include: automotive infotainment systems,
and premium consumer and professional audio systems.

The Negative outlook considers the significant operating pressure
Harman will undergo over the intermediate term due to poor
industry conditions and the uncertainty as to their duration and
depth.  During this timeframe Harman is expected to have
relatively weak credit metrics for the assigned rating.  However,
the company's strong competitive position in its end markets and
the recent amendments to the revolving credit facility are
expected to provide sufficient flexibility for the company to
navigate through the current recessionary environment. For the LTM
period ending December 31, 2008, Harman's EBIT/Interest and
Debt/EBITDA credit metrics approximated 3.6x and 2.5x,
respectively.  These credit metrics are expected to significantly
deteriorate over the intermediate term.

The Ba1 rating of the amended secured multi-currency revolving
credit facility reflects the impact of the recent amendment
wherein, among other things, guarantees by Harman and each of the
subsidiary guarantors named therein are now provided, and security
of a first lien on substantially all of the assets of the company
and certain subsidiaries now support the facility.  The secured
revolving credit facility will benefit from the unsecured
convertible notes in the Moody's LGD Methodology waterfall.

The SGL-3 Speculative Grade Liquidity Rating continues to indicate
adequate liquidity over the next twelve months.  Positive free
cash flow generation over this time frame will be challenged by
the weak economic conditions impacting all of the company's end
markets.  As of December 31, 2008, the company maintained $182
million of cash and cash equivalents.  Cash balances subsequently
have been augmented by draw downs under the revolving credit
facility of approximately $296 million, including $290 million
outstanding in loans and approximately $6 million in outstanding
letters of credit as of March 13, 2009.  On March 31, 2009 the
company received an amendment to the multi-currency revolving
credit facility, which, among other items, extended the maturity
to December 2011, and provided additional covenant flexibility
over the remaining life of the facility.  The commitment amount of
the amended multi-currency revolving credit facility is reduced to
$270 million. As of March 31, 2009, the Company had drawn down
$260 million under the amended facilities.  Moody's expects the
company to operate with sufficient covenant headroom over the
near-term to maintain financial flexibility.  Harman' capacity for
additional borrowings is limited by lien limitations under its
multi-currency revolver and a debt incurrence test under its
convertible notes.

Ratings lowered:

  -- Corporate Family Rating, to B1 from Ba2;
  -- Probability of Default Rating, to B1 from Ba2;

Ratings affirmed:

  -- SGL-3, Speculative Grade Liquidity Rating;

Rating assigned:

  -- Ba1 (LGD 2, 11%), to the amended $270 million secured multi-
     currency revolving credit due December 2011;

Rating withdrawn:

  -- Ba3 (LGD 5, 76%), for the unsecured $300 million multi-
     currency revolving credit due June 2010

The last rating action for Harman was on February 4, 2009 when the
Corporate Family Rating was lowered to Ba2 and the outlook changed
to Negative.

Harman International Industries, headquartered in Stamford,
Connecticut, is a leading manufacturer of high quality, high
fidelity audio products and electronic systems for the consumer,
automotive, and professional markets.  Revenues for fiscal 2008
were approximately $4.1 billion.


HARVEST OIL: Prepetition Lenders Object to Cash Collateral Access
-----------------------------------------------------------------
Macquarie Bank Limited and Wayzata Investment Partners LLC filed
their objections with the the U.S. Bankruptcy Court for the
Western District of Louisiana to Harvest Oil & Gas LLC and its
debtor-affiliates' motion to use cash securing repayment of loans
and providing adequate protection to the lenders.

Wayzata Investment, as administrative agent objects, on a limited
basis, to the Debtors' motion to use cash collateral.  Wayzata
asks the Court that Wayzata and its consultants, including
Metheland, Sewll & Associates, Inc. be granted access to the
Debtors' records and physical assets during the short time frame
between the interim hearing and the proposed final hearing to
audit or test, inter alia, the Debtors' allegations regarding the
value of their reserves and the existence of an equity cushion
with respect to Wayzata collateral.

Macquarie Bank Limited, creditor and agent for the lenders under
that certain Amended and Restated Credit Agreement dated as of
July 14, 2008.  Macquarie holds first liens and security interests
in, to and upon, the property of the Debtors both immovable and
movable to secure all obligations under the Credit Agreement and
other agreements executed by and among the parties in connection
therewith.  Macquarie objects to the use of cash collateral after
April 12, 2009, and further, given its requests prior to the
filing of this objection for an extended budget, objects to an
extension of the budget underlying the motion without notice.

Macquarie also objects to the form of order.  Macquarie proposes
that the Debtors provide information and the safety valve of
pre-agreement to the Debtors' right to prompt consideration by
this Court upon only 5 days notice in the event the Debtors
believe a Macquarie request to be unreasonable or overbearing.

Macquarie further objects to the use of cash collateral due to the
Debtors' objection to another secured creditor being able to use
independent third party reserve engineer consultants.  While
Macquarie is not directly involved in this dispute, having reserve
engineer expertise within Macquarie, Macquarie can foresee that
the objection of the Debtors to the use by another secured
creditor could be applicable to Macquarie.  Macquarie objects to
the use of cash collateral to the extent that Debtors have assumed
the authority to determine the extent to which secured creditors
can retain expert assistance, within initial cash collateral
discussions.

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009, (Bankr. W. D. La. Lead Case No. 09-50397) Robin B. Cheatham,
Esq., at Adams & Reese LLP represents the Debtors in their
restructuring efforts.  The Debtors listed estimated assets of
$100 million to $500 million and estimated debts of $100 million
to $500 million.


HENNING MORALES: Rothman Law Firm to Liquidate Estate
-----------------------------------------------------
The Law Offices of Barry K. Rothman said it is in the process of
putting eWorld Companies' (Pink Sheets: EWRC) out of business.
The Law firm is an eWorld Companies' creditor.

On February 24, 2008, both Henning Morales and eWorld entered into
a confidential settlement agreement with the Law firm to pay a
judgment against Morales and eWorld, in favor of the Law firm,
which judgment is a matter of public record.  Morales and eWorld
have defaulted and as a result the Los Angeles Sheriff's
Department is enforcing an attachment order on all of eWorld's
bank accounts.  As well, the Law firm is in the process of having
a court appointed receiver assume financial control of the Company
and the Law firm is in the process of filing a Chapter 7
involuntary petition in Bankruptcy against Henning Morales
individually.


HERITAGE LAND: Credit Suisse Objects Cash Collateral Use
--------------------------------------------------------
Credit Suisse, Cayman Islands Branch, as administrative agent and
as collateral agent under the credit agreement, dated as of
Nov. 21, 2005, filed its objection with the U.S. Bankruptcy Court
for the District of Nevada to Heritage Land Company LLC and its
debtor-affiliates' firs-day motions.

Credit Suisse objects to the sale motion, the customer programs
motion, and the other motions to the extent that any or all of
them seek to use cash collateral other than in accordance with the
terms of any order regarding the use of cash collateral that is
entered by this Court.

In addition, Credit Suisse objects to any payment or transfer of
the Lender's collateral to an insider without further Court order.

Accordingly, Credit Suisse requests that the Court:

   1) limit the Debtors' use of cash collateral to the use as is
      permitted in any cash collateral order, notwithstanding
      anything to the contrary in the Sale Motion, the customer
      programs motion, or the other motions; and

   2) prohibit the Debtors from making payments or transferring
      the lenders' collateral to any insider without prior notice
      to Credit Suisse of, and an opportunity for Credit Suisse
      to be heard on, any the payment or transfer to an insider.

                   Objections to the Sale Motion

By the sale motion, the Debtors seek authority to sell homes free
and clear of liens and to satisfy applicable construction liens
from sale proceeds under the procedures described therein.

Credit Suisse objects to the disposition of the lenders'
collateral except as allowed under the credit agreement.  Credit
Suisse therefore asks that the Court require that the disposition
of any of the lenders' collateral be subject to compliance with
terms of the credit agreement, including, without limitation, any
and all reporting and approval obligations thereunder.

In addition, Credit Suisse asks that the Debtors be required to:

   1) obtain the lenders' prior written consent to any home sale
      and provide the lenders with the information as is
      requested in order to evaluate each proposed home sale;

   2) obtain the lenders' prior written consent before satisfying
      any construction liens from the sale proceeds of the
      lenders' collateral;

   3) provide the lenders with copies of any list, report, or
      other information to be provided to any committee
      appointed; and

   4) obtain the lenders' prior written consent before modifying
      or waiving any rights under any contract relating to or
      affecting the Debtors' collateral.

Credit Suisse further requests that any order on the Sale Motion
make clear that the lenders' liens will attach to proceeds of the
sale of the lenders' collateral in the same priority as the liens
had with respect to the sold collateral.

In addition, Credit Suisse objects to the reservation of any
rights that the Debtors might assert.  To the extent that the
Court allows the reservation, Credit Suisse reserves its rights to
oppose any assertion of rights with respect to the lenders'
collateral.

            Objections to the Customer Practices Motion

By the customer practices motion, the Debtors seek authority to,
among other things, honor coupons offered to certain former buyers
who canceled sale contracts with the Debtors.  It is not entirely
clear that honoring those coupons is necessary to the Debtor's
operations.  Credit Suisse requests that the coupons not be
honored without the prior written consent of Credit Suisse.
Credit Suisse also requests that the Debtor's continuation of
their customer practices and programs be subject to monitoring and
approval by Credit Suisse's or the lenders' financial advisor.

                  About Heritage Land Company, LLC

Las Vegas, Nevada-based Heritage Land Company, LLC, is a private
master planned community developer and homebuilder in the Las
Vegas valley.  The Rhodes Companies was founded in 1991.

The Debtor and its affiliates, which include Rhodes Design and
Development Corp., filed for Chapter 11 bankruptcy protection on
March 31, 2009 (Bankr. D. Nev. Case No. 09-14778).  Zachariah
Larson, Esq., at Larson & Stephens assists the Debtors in their
restructuring efforts.  The Debtors listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


HERITAGE LAND: Wants Omni Management as Claims and Noticing Agent
-----------------------------------------------------------------
Heritage Land Company LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Nevada for authority
to employ Omni Management Group, LLC, as claims, balloting,
noticing and administrative agent.  The Debtors also propose Omni
Management as the agent of the Court.

Omni Management will assist in managing and addressing the
administrative issues that will likely arise in these cases.
Omni Management will also act as solicitation agent with respect
to, inter alia, (i) the mailing of a disclosure statement, the
Plan and related ballots, and (ii) the maintaining and tallying of
ballots in connection of the voting on the Plan.

The hourly rates of Omni Management's professionals working in
these cases are:

     Senior Consultants                     $195 - $295
     Consultants and Project Specialists     $75 - $140
     Programmers                            $130 - $200
     Clerical Support                        $35 -  $65

Prior to the petition date, Omni Management received $35,000
retainer.  Omni Management is holding that amount as the firm did
not incur fees and expenses prior to the petition date.

To the best of the Debtors' knowledge, Omni Management is a
"disinterested person as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Heritage Land Company, LLC

Las Vegas, Nevada-based Heritage Land Company, LLC, is a private
master planned community developer and homebuilder in the Las
Vegas valley.  The Rhodes Companies was founded in 1991.

Heritage Land and its affiliates, including Rhodes Design and
Development Corp., filed for Chapter 11 bankruptcy protection on
March 31, 2009 (Bankr. D. Nev. Case No. 09-14778).  Zachariah
Larson, Esq., at Larson & Stephens, assists the Debtors in their
restructuring efforts.  The Debtors listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


IBIS RE: S&P Rates Class A & B Series 2009-1 Notes at Low-B
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has rated Ibis Re
Ltd.'s Series 2009-1 Class A and B notes 'BB' and 'BB-',
respectively.

The cedents will be certain selected operating subsidiaries of
Assurant Inc., including American Security Insurance Co. and
American Bankers Insurance Co. (A-/Negative/--), though some might
not be rated.  At least one rated entity will be responsible for
the quarterly payment due under the reinsurance contract with Ibis
Re.

The notes are exposed to U.S. hurricane risk.

On a per occurrence basis, the class A notes will cover losses to
Assurant between the initial attachment point of $725 million and
$1.24 billion, and the Class B notes will cover losses between the
initial attachment point of $445 million and $725 million.  The
risk period will begin on the day after closing and go through
April XX, 2012.

The trigger for estimating covered losses to Ibis Re is based on
the sum of PCS insured personal property losses per state
multiplied by the pre-determined state payout factors.  The state
PCS loss amount will reflect residential personal lines only,
while commercial lines, automobile and vehicle lines, workers'
compensation lines losses, and estimate of loss-adjustment
expenses are excluded.

                           Ratings List

                           Ibis Re Ltd.

            Series 2009-1 Class A notes            BB
            Series 2009-1 Class B notes            BB-


IL LUGANO: Files Chapter 11 Plan of Reorganization
--------------------------------------------------
Il Lugano, LLC, filed with the U.S. Bankruptcy Court for the
District of Connecticut on March 31, 2009, a Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.

Funding for the distributions to be made under the Plan will be
sourced from the operations of the Debtor, the net proceeds from
the sale of the Debtor's assets, and any cash generated or
received by the Debtor after the Plan's Effective Date.  Between
the Plan's Effective Date and the liquidation of the Debtor's
assets, funding for the Debtor's operating and capital costs and
expenses will continue to be provided by SC Finance and SageCrest
Holdings Limited in proportion to their respective economic
interests in the Debtor.

A full-text copy of the Debtor's Chapter 11 Plan of Reorganization
is available at:

          http://bankrupt.com/misc/IlLugano.Ch.11Plan.pdf

Under the Plan, the allowed SC Vegas secured claim will be paid
100% of its allowed claim in cash within 30 days after the later
of (a) the closing on a sale of the collateral that secures the
allowed SC Vegas secured claim or (b) the allowance date with
respect to the allowed SC Vegas secured claim.

Allowed general unsecured claims will receive payment in cash
within 30 days after the later of (a) the closing on a sale of the
collateral that secures the allowed SC Vegas Secured Claim or
(b) the allowance date with respect to an allowed general
unsecured claim.  Payment will include interest at the Case
Interest Rate from the Petition Date through the date such Allowed
general unsecured claim is paid in full.

Each holder of an Interest in the Debtor in Class 7 shall retain
its interest in the Debtor from and after the Plan's Effective
Date.

Allowed GMAC secured claims will be paid in cash an amount
sufficient to cure any default that occurred at any time on or
before the Plan's Effective Date.  On the Plan's Effective Date,
the maturity of each allowed GMAC secured claim will be
reinstated.  Allowed GMAC secured claims will retain all liens  to
which it is entitled under the terms of the retail installment
sale contracts with the Debtor, as buyer, to purchase two (2)
Cadillac Escalade vehicles.

Under the Plan, all claims and interests, except administrative
claims and priority tax claims, which have not been classified,
are placed in 7 classes:

Class         Description                 Unimpaired/Impaired
-----         -----------                 -------------------

   1      Non-Tax Priority Claims        Unimpaired; Presumed to
                                         have accepted the Plan

   2      Secured Tax Claims             Unimpaired; Presumed to
                                         have accepted the Plan

   3      SC Vegas Secured Claim         Impaired; Entitled to
                                         Vote

   4      GMAC Secured Claim             Unimpaired; Preseumed to
                                         have accepted the Plan

   5      Miscellaneous Secured Claims   Impaired; Entitled to
                                         Vote

   6      General Unsecured Claims       Impaired; Entitled to
                                         Vote

   7      Interests in the Debtor        Unimpaired; Presumed to
                                         have accepted the Plan

                     Section 1129(b) Cramdown

If any impaired class of claims or interests fails to accept the
Plan in accordance with Bankruptcy Code Sec. 1129(a), the Debtor
will seek confirmation of the Plan by the Bankruptcy Court
pursuant to the "cramdown"provisions in Bankruptcy Code Sec.
1129(b).  Sec. 1129(b) states that a plan may still be confirmed
by the Court at the request of the proponent of the plan, "if the
plan does not discriminate unfairly, and is fair and equitable
with respect to each class of claims that is impaired under, and
has not accepted, the plan."

Based in Fort Lauderdale, Florida, IL Lugano, LLC is is the owner
of a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
January 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On August 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on November 17, 2008, and is expected
to generate substantial additional revenue.  The company
filed for chapter 11 protection on August 29, 2008 (Bankr. D.
Conn. Case No. 08-50811).  Douglas J. Buncher, Esq., at Neligan
Foley LLP, and James Berman, Esq., at Zeisler and Zeisler,
represent the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of between
$50 million and $100 million and debts of between $1 million and
$10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
Sept. 2, 2008, and to allow adequate time for completion of the
restaurant and sale of the property.


IMPLANT SCIENCES: Has Until Tuesday to Access Blocked Account
-------------------------------------------------------------
Implant Sciences Corporation and DMRJ Group LLC entered into a
letter agreement on March 12, 2009, pursuant to which the Investor
has consented -- notwithstanding the terms of the Note and Warrant
Purchase Agreement, dated December 10, 2008, between the parties -
- to grant the Company access to $250,000 out of the funds
currently held in a Blocked Account, and to decrease the Minimum
Balance in the Blocked Account to $250,000, in each case, for the
period commencing on the date of the Consent Letter through, but
not including, April 15, 2009.

The effect of the Consent Letter is to make $250,000 of previously
restricted cash available to the Company until the close of
business on April 14, 2009.

The Company will again be required to comply with the Purchase
Agreement, which requires the Company to maintain a Minimum
Balance of not less than $500,000 in the Blocked Account, on and
after April 15, 2009.  Any breach of the Purchase Agreement would,
in addition to all other remedies which may be available to the
Investor, entitle the Investor to require the Company to engage in
a sale process satisfactory to the Investor in its sole
discretion.

In consideration of the Investor's execution of the Consent
Letter, on March 12, 2009, the Company amended and restated (i)
its Senior Secured Convertible Promissory Note, dated
December 10, 2008, in the principal amount of $5,600,000, to
reduce the Conversion Price from $0.26 to $0.18; and (ii) its
Warrant, dated December 10, 2008, to purchase 1,000,000 shares of
the Company's common stock, to reduce the initial exercise price
of the Original Warrant from $0.26 to $0.18 per share.

Other terms of the Amended and Restated Senior Secured Convertible
Promissory and the Amended and Restated Warrant are identical to
the terms and conditions of the Original Note and the Original
Warrant.

A full-text copy of the Letter Agreement, dated March 12, 2009,
between Implant Sciences Corporation and DMRJ Group LLC, is
available at no charge at http://ResearchArchives.com/t/s?3b4d

A full-text copy of the Amended and Restated Senior Secured
Convertible Promissory Note, dated December 10, 2008, in the
principal amount of $5,600,000, issued by Implant Sciences
Corporation to DMRJ Group LLC is available at no charge at:

            http://ResearchArchives.com/t/s?3b4e

A full-text copy of the Amended and Restated Warrant to Purchase
Shares of Common Stock, dated March 12, 2009, issued by Implant
Sciences Corporation to DMRJ Group LLC, is available at no charge
at http://ResearchArchives.com/t/s?3b4f

                   About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries.  The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

                    Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007.  The
auditing firm pointed to the company's recurring losses from
operations.

                          NYSE Delisting

On March 30, 2009, Implant Sciences said it received notice from
the staff of the Corporate Compliance department of the NYSE
Regulation Inc. on behalf of NYSE Amex of its determination to
prohibit the continued listing of the Company's common stock on
the Exchange and to initiate delisting proceedings.  Implant
Sciences has filed its notice to appeal this decision.

The Company said that, pending outcome of its appeal, it would
attempt to ensure that its common stock is quoted and eligible for
trading on the Over-The-Counter Bulletin Board.

The Panel affirmed that the Company is not in compliance with the
Exchange's requirements for continued listing set forth in Section
1003(a)(iii) of the Exchange's Company Guide, which requires a
company to maintain stockholders' equity in excess of $6,000,000
if it has sustained losses from continuing operations or net
losses in its five most recent fiscal years.  The Panel also
stated that the Company had not demonstrated that it could bring
itself into compliance with all applicable continued listing
standards within the required timeframe.

The Exchange intends to suspend trading in the Company's common
stock as soon as practicable, and would file an application with
the Securities and Exchange Commission to strike the Company's
common stock from listing on the Exchange.


IMPLANT SCIENCES: Settles Dispute on Accurel Buyout with Evans
--------------------------------------------------------------
Implant Sciences Corporation announced the settlement of its
ongoing litigation with Evans Analytical Group, LLC, over the 2007
sale of the assets of Accurel Systems International, an Implant
Sciences subsidiary, to Evans.

The settlement includes disbursement of money to both Evans and
Implant Sciences from an escrow fund created at the time of the
closing of the initial 2007 transaction, as well as the issuance
of convertible preferred stock to Evans with certain liquidation
preferences.

Glenn D. Bolduc, Implant Sciences' Chief Executive Officer,
commented, "This settlement is a significant step forward for
Implant Sciences and its shareholders. It removes a major
uncertainty for the company and enables us to focus our attention
on our business plan and growth strategy."

In May 2007, the Company entered into an agreement to sell
substantially all of the assets of Accurel Systems to Evans for
approximately $12,705,000, including $1,000,000 held by an escrow
agent as security for certain representations and warranties.

In February 2008, Evans filed suit requesting rescission of the
asset purchase agreement, plus damages, based on claims of
misrepresentation and fraud.  In March 2008, Evans filed a notice
with the escrow agent prohibiting release of any portion of the
escrow pending resolution of the lawsuit.

The Company agreed to mutual releases with Evans with respect to
all claims related to the sale of Accurel, excluding certain
disputed claims related to Evans' sublease of certain real estate
from the Company.  In addition, Evans continues to pursue certain
claims against a former officer of Implant Sciences and Accurel,
including claims that, while brought by Implant Sciences and
Accurel, will be controlled and funded by Evans.

In settling the litigation, the Company agreed to pay Evans
damages of approximately $5,700,000, by (i) agreeing to release to
Evans approximately $700,000 that had been held in escrow since
the time of the closing of the Accurel sale and (ii) agreeing to
issue to Evans 1,000,000 shares of a new series of preferred stock
having an aggregate liquidation preference of $5,000,000.  The
balance of the escrow account -- $300,000 -- was released to
Implant Sciences.

The Preferred Stock, however, will be subject to cancellation,
without consideration and without liability to the Company, under
certain conditions related to the Company's continued cooperation
in the pursuit (as controlled and funded by Evans and its counsel)
of certain claims against a former officer of both the Company and
Accurel related to the Accurel acquisition, including the outcome
of such litigation.  The stock is also convertible into common
shares under various scenarios, including by either party after
the ninth anniversary of the agreement, and under certain other
circumstances as described in detail below.

The salient terms of the deal are:

Dividends    -- The Preferred Stock will be entitled to
                participate on an basis in all dividends or
                distributions declared or paid on the Company's
                common stock.

Liquidation
Preference   -- In the event of any liquidation, dissolution or
                winding up of the Company, the holders of the
                Preferred Stock will be entitled to be paid an
                amount equal to $5,000,000, plus any declared but
                unpaid dividends, prior to the payment of any
                amounts to the holders of the Company's common
                stock by reason of their ownership thereof.

Voting
Rights       -- The holders of Preferred Stock will have no
                voting rights except as required by applicable
                law.  However, the Company may not issue any
                shares of any other class or series of preferred
                stock at a price per share that is less than the
                fair market value thereof, as determined in good
                faith by the Company's Board of Directors (taking
                into account all fees, expenses and standard
                market discounts) without the consent of the
                holders of a majority of the Preferred Stock.

Conversion
into Common
Stock/Anti-
Dilution
Protection   -- The Preferred Stock will be convertible, at the
                option of the Company or of the holders, into
                shares of common stock (i) at any time after the
                ninth anniversary of the date on which the
                Preferred Stock is first issued, or (ii) upon a
                merger of the Company with or into a third party
                or the sale of substantially all of the Company's
                equity securities to a third party. Although the
                Preferred Stock will initially be convertible
                into 1,000,000 shares of common stock, that
                number may be adjusted under a weighted-average
                anti-dilution formula in the event that the
                Company issues additional shares of common stock
                (or securities convertible into or exercisable
                for additional shares of common stock) at a price
                below the fair market value of the common stock
                (taking into account all fees, expenses and
                standard market discounts) at the time of the
                issuance of the additional securities. Additional
                exceptions to the anti-dilution protection will
                exist for issuances of stock and options under
                benefit plans approved by the Company's Board of
                Directors and securities issued to banks and
                securities issued in connection with
                acquisitions.

Redemption  -- If the Preferred Stock has not been converted into
               common stock or otherwise redeemed or cancelled,
               then the Preferred Stock will be redeemed by
               Implant Sciences on the tenth anniversary of the
               date on which the Preferred Stock is first issued
               for an amount equal to $5,000,000, plus any
               declared but unpaid dividends.

Cancellation -- The Preferred Stock will be subject to
                cancellation, without consideration and without
                liability to the Company, under certain
                conditions related to the Company's continued
                cooperation in the pursuit (as controlled and
                funded by Evans and its counsel) of certain
                claims against a former officer of both the
                Company and Accurel related to the Accurel
                acquisition.

                   About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries. The Company has developed
proprietary technologies used in its commercial portable and
bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

                    Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007. The
auditing firm pointed to the company's recurring losses from
operations.

                          NYSE Delisting

On March 30, 2009, Implant Sciences said it received notice from
the staff of the Corporate Compliance department of the NYSE
Regulation Inc. on behalf of NYSE Amex of its determination to
prohibit the continued listing of the Company's common stock on
the Exchange and to initiate delisting proceedings.  Implant
Sciences has filed its notice to appeal this decision.

The Company said that, pending outcome of its appeal, it would
attempt to ensure that its common stock is quoted and eligible for
trading on the Over-The-Counter Bulletin Board.

The Panel affirmed that the Company is not in compliance with the
Exchange's requirements for continued listing set forth in Section
1003(a)(iii) of the Exchange's Company Guide, which requires a
company to maintain stockholders' equity in excess of $6,000,000
if it has sustained losses from continuing operations or net
losses in its five most recent fiscal years. The Panel also stated
that the Company had not demonstrated that it could bring itself
into compliance with all applicable continued listing standards
within the required timeframe.

The Exchange intends to suspend trading in the Company's common
stock as soon as practicable, and would file an application with
the Securities and Exchange Commission to strike the Company's
common stock from listing on the Exchange.


INDALEX HOLDINGS: Secures $84.6 Million in DIP Financing
--------------------------------------------------------
Indalex Holdings Finance, Inc., has reached an agreement with its
existing senior lender group to provide $84.6 million in debtor-
in-possession financing to fund normal operating and working
capital requirements during its reorganization process.

Indalex also announced that, in conjunction with the voluntary
Chapter 11 petition for reorganization the Company filed on
March 20, 2009, in the U.S., Indalex Limited and certain of its
subsidiaries (Indalex Canada) have commenced restructuring
proceedings in Canada under the Companies' Creditors Arrangement
Act (CCAA).  The CCAA filing was made before the Ontario Superior
Court of Justice on April 3, 2009.

Subject to court approval, the DIP financing includes a new
$84.6 million revolving credit facility, which replaces the
Company's previous revolving credit facility.  Indalex believes
the DIP financing provides the Company with sufficient liquidity
to fund its ordinary course expenses under Chapter 11 and CCAA,
including employee wages and benefits, supplier payments and other
expenses incurred throughout its reorganization efforts going
forward.

"I am pleased with our success in reaching an agreement on DIP
financing, which we are confident will provide Indalex with
sufficient funds to finance our ongoing activities as we
successfully move through the reorganization process," said
Timothy Stubbs, President and Chief Executive Officer of Indalex
Finance.

As with the Company's Chapter 11 filing, in its CCAA filing,
Indalex Canada cited financial constraints caused by the global
economic slowdown and resulting declines in demand, earnings and
liquidity.  Indalex Canada also said the integrated nature of the
business makes parallel proceedings in the U.S. and Canada
necessary to maintain coordination and stability.

"The CCAA filing is the next logical step in our ongoing process
to evaluate strategic alternatives to reduce our overall debt
level and restructure our business," continued Mr. Stubbs.  "CCAA
and Chapter 11 both provide proven, court-supervised processes to
pursue an orderly reorganization, maximize value for our
stakeholders and achieve a new beginning."

The Initial Order granted in the CCAA proceedings provides for a
stay of proceedings against Indalex Canada, preventing creditors,
suppliers and others from enforcing any rights against Indalex
Canada, and will afford the opportunity to restructure the
business, while continuing day-to-day operations under the
existing management.  The stay period ends May 1, 2009, subject to
such extensions as may be ordered by the Court.  The Court has
appointed FTI Consulting Canada ULC as Monitor, with
responsibility for monitoring and reporting to the Court on the
course and conduct of the proceedings, in addition to monitoring
Indalex Canada's ongoing operations.

JPMorgan Chase Bank N.A., as administrative agent for the lenders,
will make $5 million available on an interim basis before the
entire loan kicks in some three weeks from now, the report said.

According to a report by Bloomberg, the newly appointed official
committee of unsecured creditors objected to rapid approval of the
interim financing.  The creditors committee said most of the first
$5 million is earmarked to pay the lenders' fees, leaving no
reason for emergency approval.  The committee also has preliminary
reservations about how the loan will subsume pre-bankruptcy debt,
in the process converting it to a post-bankruptcy obligation
secured by more assets.

Indalex previously obtained approval to use their lenders' cash
collateral, pending a hearing on April 14.

                      About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor
Sun Capital Partners Inc.  Sun Capital purchased Indalex in 2005
from Honeywell International Inc. for $425 million.  Indalex is
the 12th investment by Boca Raton, Florida-based Sun Capital to
file in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on March
20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J. Bowman,
Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington,
Delaware, has been tapped as counsel.  Epiq Bankruptcy Solutions
LLC is the claims and noticing agent.  In its bankruptcy petition,
Indalex listed assets of $356 million against debt totaling $456
million.


IRON HORSE: Court Converts Liquidation Case to Reorganization
-------------------------------------------------------------
Nicole Formosa at Bicycleretailer.com reports that the U.S.
Bankruptcy Court for the Eastern New York District has converted
Iron Horse Bicycle Company's Chapter 7 liquidation case to
Chapter 11 reorganization.

As reported by the Troubled Company Reporter on March 23, 2009,
Fairly Bike Manufacturing Co., Ltd., Shenzhen Bo-An Bike Co.,
Ltd., and Acetrikes Bicycle Co. filed a Chapter 7 bankruptcy
petition for Iron Horse.  The three Asian factories are seeking to
recover more than $5 million in debt from Fairly Bike.

Bicycleretailer.com relates that Iron Horse's lawyer, Andrew
Thaler, filed a motion requesting the conversion of the Company's
bankruptcy case on April 6.  According to the report, the Court
has set an August 4 deadline for the filing of Chapter 11 plan and
disclosure statement.

Iron Horse CEO Cliff Weidberg, Bicycleretailer.com states, filed
an application for authorization to retain Mr. Thaler's law firm,
Thaler & Gertler, LLP, to assists the Company in its restructuring
effort.  Mr. Weidberg said that he has paid Thaler & Gertler a
$75,000 retainer -- about $50,000 of which is his own money -- and
will pay all the law firm's other customary fees in exchange for
advice, preparation of documents and representation in court,
Bicycleretailer.com relates.

Iron Horse Bicycle Company -- http://www.ironhorsebikes.com/-- is
a bicycle manufacturer based in Islandia, New York.


J CREW: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
New York City-based J. Crew Group Inc. to stable from positive.
S&P also affirmed the company's ratings, including its 'BB-'
corporate credit rating.

"The outlook revision is due to J. Crew's much weaker-than-
expected operating performance in the fourth quarter of 2008,"
said Standard & Poor's credit analyst Jackie E. Oberoi, "and S&P's
belief that this weak performance will continue into fiscal 2009."
Nevertheless, S&P expects credit metrics to remain in line with
the current rating, including leverage that will likely reach the
mid-3x range at year-end 2009.


JEFFERSON COUNTY: Syncora Says $138MM Payment Has Adverse Effect
----------------------------------------------------------------
Syncora Holdings Ltd. said in a regulatory filing with the
Securities and Exchange Commission that payment of claims on its
guaranteed obligations, including Jefferson County, Alabama, and
residential mortgage-backed securities transactions could have a
material adverse effect on its financial condition, cash flows and
liquidity.

Syncora insured the payment of scheduled debt service on sewer
revenue warrants issued by the Jefferson County in 2002 and 2003
and has provided a surety bond policy.  Through March 30, 2009,
Syncora has paid gross claims in an aggregate amount of roughly
$165.5 million on the County's warrants and surety policy.
Syncora estimates that it may be required to pay additional claims
under its policies through 2009 of roughly $138.0 million.

Syncora also has guaranteed certain payments under its insured
RMBS transactions.  Through March 30, 2009, on its guaranteed RMBS
transactions, Syncora has paid gross claims in an aggregate amount
of roughly $684.2 million.

Syncora estimates that it may be required to pay additional claims
under its RMBS policies through 2009 of roughly $630.7 million in
the aggregate.

As reported by the Troubled Company Reporter on Thursday,
Jefferson County has spent more than a year trying to devise a
plan to restructure more than $3 billion of adjustable-rate sewer
obligations.  Interest-rates on the bonds surged after Syncora and
Financial Guarantee Insurance Co., which also guaranteed the debt,
lost their top credit ratings following unrelated subprime
mortgage losses, Bloomberg News' Martin Z. Braun said.

Syncora and FGIC have sued Jefferson County, asking a federal
court to appoint a receiver to take control over the sewer system.
However, U.S. District Court Judge David Proctor said he wasn't
sure he had the authority to appoint a receiver with rate-making
powers and urged the county and its creditors to resolve the
financial crisis outside the courtroom.

                       About Syncora Holdings

Based in Hamilton, Bermuda, Syncora Holdings Ltd., formerly
Security Capital Assurance Limited, is a holding company whose
operating subsidiaries provide financial guarantee insurance,
reinsurance, and other credit enhancement products to the public
finance and structured finance markets throughout the United
States and internationally.  The Company's businesses consists of
Syncora Guarantee Inc. (formerly XL Capital Assurance Inc.) and
its wholly owned subsidiary, XL Capital Assurance (U.K.) Limited
(XLCA-UK) and Syncora Guarantee Re Ltd. (formerly XL Financial
Assurance Ltd.).  The segments of the Company are financial
guarantee insurance and financial guarantee reinsurance.  The
financial guarantee insurance segment offers financial guarantee
insurance policies and credit-default swaps (CDS) contracts.  The
financial guarantee reinsurance segment reinsures financial
guarantee policies and CDS contracts issued by other monoline
financial guarantee insurance companies.

                           Junk Ratings

Prior to the first quarter of 2008, the Company had maintained
triple-A ratings from Moody's, Fitch and S&P, and these ratings
had been fundamental to its historical business plan and business
activities.  However, in response to the deteriorating market
conditions, the rating agencies updated their analyses and
evaluations of the financial guarantee insurance industry
including the Company.  As a result, the Company's IFS ratings
have been downgraded by the rating agencies and the rating
agencies have placed its IFS ratings on creditwatch/ratings watch
negative or on review for further downgrade.  Consequently, the
Company suspended writing substantially all new business in
January 2008.

On March 9, 2009, Moody's downgraded to "Ca" from "Caa1" the IFS
ratings of Syncora Guarantee and Syncora Guarantee-UK, with the
ratings placed on developing outlook, and on January 29, 2009, S&P
downgraded to "CC" from "B" the IFS ratings of Syncora Guarantee
and Syncora Guarantee-UK, with the ratings placed on negative
outlook.  Effective August 27, 2008, the Company terminated the
agreement for the provision of ratings with Fitch.  Since it has
suspended writing substantially all new business, the Company
believes ratings from two agencies are sufficient.  Moody's, S&P
and Fitch have also downgraded the Company's debt and other
ratings.

The rating agency actions reflect Moody's, S&P's and Fitch's
current assessment of the Company's creditworthiness, business
franchise and claims-paying ability.  This assessment reflects the
Company's direct and indirect exposures to the U.S. residential
mortgage market, which has precipitated its weakened financial
position and business profile based on increased reserves for
losses and loss adjustment expenses, realized and unrealized
losses on credit derivatives and modeled capital shortfalls.

                $2.4 Billion Policyholders' Deficit

As reported by the Troubled Company Reporter on March 17, 2009,
Syncora Guarantee has reported a policyholders' deficit of $2.4
billion as of December 31, 2008.  Failure to maintain positive
statutory policyholders' surplus or non-compliance with the
statutory minimum policyholders' surplus requirement permits the
New York Superintendent of Insurance to seek court appointment as
rehabilitator or liquidator of Syncora Guarantee.

As a result of this material adverse development, and in
accordance with the Company's strategic plan, effective as of
March 5, 2009, Syncora Guarantee signed a non-binding letter of
intent with certain of the Counterparties whereby the parties
agreed to negotiate in good faith to seek to promptly agree on
mutually agreeable definitive documentation, in the form of a
master transaction agreement and related agreements. In addition,
pursuant to the RMBS Transaction Agreement, dated as of March 5,
2009, on March 11, 2009, the fund referenced therein commenced a
tender offer to acquire certain residential mortgage-backed
securities that are insured by Syncora Guarantee. The 2009 MTA and
tender offer represent the principal elements of the second phase
of the Company's strategic plan.

As of Dec. 31, 2008, Syncora Guarantee has $3.90 billion in
assets, and debts of $3.17 billion, according to its Annual Report
on Form 10-K.  The Company reported a $1.42 billion net loss for
year 2008.  A full-text copy of the Company's Annual Report is
available at no charge at http://ResearchArchives.com/t/s?3b59

PricewaterhouseCoopers LLP in New York in its audit report says
there is substantial doubt about the Company's ability to continue
as a going concern.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                         *     *     *

As reported by the Troubled Company Reporter on March 24, 2009,
Standard & Poor's Ratings Services kept the ratings on Jefferson
County, Alabama's series 1997A, 2001A, 2003-B-8, 2003 B- 1-A
through series 2003 B-1-E, and series 2003 C-1 through 2003 C-
10 sewer system revenue bonds ('C' underlying rating) on
CreditWatch negative, where they were placed Sept. 16, 2008, due
to previous draws against the system's cash and surety reserves
beginning in September 2008 and S&P's uncertainty of the system's
continued timely payment on the obligations.

Although the system depleted its cash reserves and a portion of
its surety reserves in late 2008, the trustee indicates there have
been no additional draws against its surety reserves since last
year.  The trustee estimates the system currently has $176 million
remaining in total combined surety reserves with Financial
Guaranty Insurance Co. (FGIC; CCC/Negative), Syncora Guarantee
Inc. (CC/Negative), and Financial Security Assurance Inc.
(AAA/Watch Neg), which can be applied on a pro rata basis to
any parity debt.


KATHERINE VERDOLINI: Prepared to Sell Townhouse for $420,000
------------------------------------------------------------
Katherine T. Verdolini a/k/a Katherine T. Abbott, has filed a
motion to sell a townhouse dwelling in the Planned Residential
Development known as Parcel 73 in Revision No. 7 to Improvement
Subdivision Site Plan of Washington's Landing at Herr's Island
Plan No. 2, recorded in the Office of the Department of Real
Estate of Allegheny County, Pennsylvania, in Plan Book Volume 215,
pages 82 and 83, being identified as Block and Lot 25-A-109 in the
Deed Registry Office of Allegheny County, Pennsylvania, situate in
the 24th Ward of the City of Pittsburgh, County of Allegheny and
Commonwealth of Pennsylvania to Mary Lou Rosemeyer for $420,000,
free and clear of all liens and encumbrances.

Objections, if any, must be filed and served on or before April
16, 2009.  A hearing is scheduled for April 23, 2009 at 10:30 a.m.
before Judge Thomas P. Agresti in Court Room D, 54th Floor, U.S.
Steel Tower, 600 Grant Street, Pittsburgh, Pa., at which time
higher and better offers, if any, will be considered and
objections to the sale will be heard.

Arrangements for inspection prior to sale hearing may be made with
the Debtor's lawyer:

          Robert O Lampl, Esq.
          960 Penn Avenue, Suite 1200
          Pittsburgh, PA 15222
          Telephone (412) 392-0330.

Katherine T. Verdolini aka Katherine T. Abbot filed a chapter 11
petition (Bankr. W.D. Pa. Case No. 09-21482) on March 4, 2009,
projecting a distribution to unsecured creditors.  A copy of the
Debtor's chapter 11 petition and Schedules of Assets and
Liabilities is available at no charge at:

            http://bankrupt.com/misc/pawb09-21482.pdf


KATHRYN WALKER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kathryn Dee Walker
        aka AW Relaxx, Inc.
        12808 Waynoka Road
        Apple Valley, CA 92308

Bankruptcy Case No.: 09-15906

Chapter 11 Petition Date: March 29, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Todd L. Turoci, Esq.
                  The Turoci Firm
                  3237 Twelfth Street
                  Riverside, CA 92501
                  Tel: (888) 332-8362
                  Fax : 866-762-0618
                  Email: tturoci@aol.com

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

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

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

            http://bankrupt.com/misc/cacb09-15906.pdf

The petition was signed by Kathryn Dee Walker.


KGC INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: KGC, Inc.
        P.O. Box 784
        Marshall, NC 28753

Bankruptcy Case No.: 09-10372

Chapter 11 Petition Date: March 30, 2009

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

Judge: George R. Hodges

Debtor's Counsel: Benson T. Pitts, Esq.
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: 828-255-8085
                  Fax : 828-251-2760
                  Email: ben@phhlawfirm.com

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

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

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

            http://bankrupt.com/misc/ncwb09-10372

The petition was signed by Kenneth F. Gosnell, president of the
Company.


KRATON POLYMERS: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Kraton Polymers LLC. and Polymer
Holdings LLC to 'B-' from 'SD'.  The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on the company's 8.125% $200 million senior subordinated notes due
2014 to 'CCC' from 'D'.  The recovery rating on the company's
senior subordinated notes is '6' indicating S&P's expectation of
negligible recovery (0% to 10%) in the event of a payment default.

The issue rating on the company's first-lien loan remains
unchanged at 'B' and S&P removed the rating from CreditWatch,
where it was placed with negative implications on April 3, 2009.
The recovery rating on the company's first-lien loan is '2',
indicating S&P's expectation of substantial recovery (70% to 90%)
in the event of a payment default.

"The rating actions reflect our reassessment of credit quality and
the senior subordinated notes' recovery prospects following the
company's recent repurchase of 15% of its outstanding notes," said
Standard & Poor's credit analyst Henry Fukuchi.  "We lowered the
corporate credit rating to 'SD' after Kraton completed the debt
purchase with the bondholder receiving significantly less than par
value."  However, the transaction alleviated near-term covenant
concerns and enabled the company to improve its covenant
compliance ratios for the first quarter of 2009 and future
quarters.  S&P's assessment of credit quality also reflects S&P's
expectation that Kraton should maintain moderate liquidity
supported by its current revolving credit facility and cash on
hand while maintaining a reasonable level of cushion related to
its covenants.  Still, covenant compliance may become a concern in
the fourth quarter of 2009 if business conditions deteriorate
further, as the leverage ratio requirement steps down to 4.00x
from 4.45x.

The ratings on Kraton Polymers LLC reflect the company's weak
business risk profile derived from its narrow focus on the
styrenic block copolymers market and a highly leveraged financial
profile.

The outlook reflects S&P's expectation of moderate operating
results in 2009 and a reduced concern over financial covenant
compliance in the near-term.  The stable outlook also reflects
S&P's view that liquidity should be supported by decent cash flow
generation and ample availability under its $75.5 million
revolving credit facility.  Although usage under its revolving
credit facility could tighten covenant requirements, S&P expects
Kraton to manage an appropriate balance between cash on hand and
outstanding balances.

S&P could raise the ratings or revise the outlook to positive if
operating results stabilize over time, demonstrating a funds from
operations to total adjusted debt of more than 15% through a
business cycle.  S&P could lower the ratings or revise the outlook
to negative if the funds from operations to total adjusted debt
ratio approaches 10%, if covenant compliance and liquidity becomes
an area of increased concern or if the EBITDA cushion, as defined
by the bank credit agreement, falls materially below the 20% level
expected at the current ratings.

Houston, Texas-based Kraton is a leading producer of SBCs with
about $1.2 billion in annual sales and approximately $657 million
of debt outstanding, including a modest amount of capitalized
operating leases and unfunded postretirement obligations.  The
company produces unhydrogenated SBCs, hydrogenated SBCs,
polyisoprene rubber, polyisoprene latex, and SBC-based compounded
materials.  SBCs offer flexibility, resilience, strength, and
durability to a wide range of products in a number of end-use
markets, including (1) adhesive, sealants, and coatings, (2)
paving and roofing, (3) compounding channels, (4) packaging and
films, and (5) personal care.


LAMAR MEDIA: S&P Raises Issue-Level Rating on Securities to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Lamar Media Corp.'s senior unsecured notes to '1', indicating
S&P's expectation of very high (90% to 100%) recovery for
noteholders in the event of a payment default, from '2'.  S&P
raised the issue-level rating on these securities to 'BB' (two
notches higher than the 'B+' corporate credit rating on holding
company parent Lamar Advertising Co.) from 'BB-', in accordance
with S&P's notching criteria for a recovery rating of '1'.

At the same time, S&P revised its recovery rating on Lamar Media's
subordinated notes to '5', indicating S&P's expectation of modest
(10% to 30%) recovery for noteholders in the event of a payment
default, from '6'.  S&P raised the issue-level rating on these
securities to 'B' (one notch lower than the 'B+' corporate credit
rating) from 'B-', in accordance with S&P's notching criteria for
a recovery rating of '5'.

The revised recovery ratings are attributable to an increase in
the net enterprise value available to the senior unsecured and
subordinated noteholders in S&P's simulated default scenario.
This reflects a $200 million decrease in the amount of the
company's senior secured credit facilities outstanding at the time
of S&P's simulated default due to the April 2, 2009 amendment to
the credit facilities, which reduced the revolving credit
commitment to $200 million from $400 million.  The amendment also
increased the interest rate margins, loosened the total debt ratio
financial covenant, and added a senior debt ratio covenant.

The corporate credit rating on Lamar is 'B+' and the rating
outlook is negative.  The rating reflects the company's high debt
leverage and aggressive financial policy.  This is somewhat
tempered by Lamar's good position in the small-to-midsize outdoor
advertising industry and S&P's expectation for positive
discretionary cash flow in 2009.

                           Ratings List

                       Lamar Advertising Co.
                         Lamar Media Corp.

           Corporate Credit Rating       B+/Negative/--

                         Ratings Revised

                         Lamar Media Corp.

                                       To       From
                                       --       ----
                  Senior Unsecured     BB       BB-
                    Recovery Rating    1        2
                  Subordinated         B        B-
                    Recovery Rating    5        6


LAMAR ADVERTISING: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service upgraded Lamar Advertising Company's
speculative grade liquidity rating to SGL-2 from SGL-4.  The
upgrade of the company's liquidity rating is prompted by Lamar's
announcement that it has completed an amendment to its credit
facility that revises a number of key terms and conditions,
including a revision to the financial maintenance covenants.

Moody's also affirmed the company's Ba3 Corporate Family rating
and stable rating outlook despite the material changes that result
from the bank facility amendment.  LGD point estimates were
updated to reflect the new capital structure.

These ratings were affected by this action:

Issuer: Lamar Advertising Company

  -- Corporate Family Rating affirmed at Ba3

  -- Probability of Default Rating affirmed at Ba3

  -- Speculative Grade Liquidity Rating changed to SGL-2 from SGL-
     4

Issuer: Lamar Media Corporation

  -- Senior Secured Bank Credit Facility affirmed at Ba1

  -- Senior Unsecured Regular Bond / Debenture affirmed at Ba3

  -- Senior Subordinated Regular Bond / Debenture affirmed at B2

Under the new amendment, certain financial covenants have been
loosened, which directly benefits the company's liquidity profile.
Moody's estimates that there is between 5% and 10% cushion under
the tightest covenant (the total debt-to-EBITDA covenant) through
the end of 2009, which Moody's believe provides adequate cushion
in a downside scenario.  The SGL-2 rating supports Moody's view
that Lamar will maintain a solid liquidity profile over the next
four quarters and is now better positioned to remain in compliance
with covenants under the credit agreement as opposed to a high
probability of breach prior to completing the amendment.  The
affirmation reflects Moody's view that Lamar is well positioned to
sustain its credit profile within the Ba3 rating category despite
restrictive provisions and changes to the capital structure
resulting from the announced amendment.  Additionally, Moody's
anticipate Lamar will generate sufficient cash flows in 2009 to
cover operational needs, debt amortization and the additional
costs associated with the amendment, and maintain compliance with
its new debt covenants.

The last rating action was on March 19, 2009 when Moody's lowered
Lamar's corporate family rating from Ba2 to Ba3.

Lamar's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Lamar's core industry and
believes Lamar's ratings are comparable to those of other issuers
with similar credit risk.

Lamar Advertising Company, headquartered in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada.  The company generated revenues
of approximately $1.2 billion in FY 2008.


LEHMAN BROTHERS: Former Legal Officer Joins Patton Boggs
--------------------------------------------------------
Thomas Russo, the former chief legal officer of now-bankrupt
Lehman Brothers Holdings Inc., has joined law firm Patton Boggs
LLP and will advise financial companies on new regulations
emerging from the credit crisis, Bradley Keoun of Bloomberg News
reported.

Rebecca Carr, a spokeswoman for Washington-based Patton Boggs,
according to Bloomberg said that 65-year old Russo is a senior
counsel in New York and had worked at Lehman since 1993 and left a
few months after the Wall Street firm's Sept. 15 bankruptcy
filing.  Previously, he worked as an attorney at the U.S.
Commodity Futures Trading Commission and the U.S. Securities and
Exchange Commission.

Additionally, Mr. Russo has written two books, one on regulation
of brokerage firms and another on commodities and options markets.
His "experience will prove pivotal to clients trying to sort out
the multitude of new regulations coming out of Washington," Thomas
Boggs, the firm's chairman, said in an emailed statement.

"Aside from the bankruptcy, of course, there's a myriad of
situations I saw over the years at Lehman, and the hope is that
somehow or other I learned from them," Mr. Russo said in an
interview.

Bloomberg also relates that in 2007, Lehman's last full year as a
going concern, Mr. Russo was paid $5 million in salary and cash
bonus, making him the third-highest paid executive after Chief
Executive Officer Richard Fuld and President Joseph Gregory,
according to a company filing.

Mr. Russo said he chose the Patton Boggs job from a handful of
offers because "Tommy Boggs has been a good friend of mine since
1977" and because the firm's connections in the U.S. capital give
it an edge in helping to shape the financial industry.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: London Court Recognizes U.S. Main Proceeding
-------------------------------------------------------------
The High Court of Justice, Chancery Division, Companies Court, at
The Royal Courts of Justice, Strand, in London, granted on
March 30, 2009, recognition to the liquidation of the business of
Lehman Brothers Inc. (pursuant to the provisions of the Securities
Investors Protection Act of 1970) as a foreign main proceeding in
accordance with the UNCITRAL Model Law on cross-border insolvency
as set out in Schedule 1 to the Cross-Border Insolvency
Regulations 2006.

Lehman Brothers Inc. was placed in liquidation pursuant to SIPA on
September 19, 2008, by order of the U.S. District Court for the
Southern District of New York.

The SIPA established the Securities Investor Protection
Corporation in 1970.  According to SIPC's website, from its
creation by Congress in 1970 through December 2007, SIPC has
advanced $508 million in order to make possible the recovery of
$15.7 billion in assets for an estimated 625,000 investors.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                           Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEVEL 3: Fitch Assigns 'BB-/RR1' Rating on $220 Mil. Tranche
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Level 3
Financing, Inc.'s proposed $220 million senior secured tranche B
term loan due 2014.  Level 3 Financing is a wholly owned
subsidiary of Level 3 Communications, Inc.  Fitch's Issuer Default
Rating for both LVLT and Level 3 Financing is 'B-' with a Positive
Rating Outlook.

The terms of the new term loan are expected to mirror those of the
existing $1.4 billion senior secured term loan (rated 'BB-/RR1' by
Fitch).  Proceeds of the new facility are expected to be used for
general corporate purposes.  As of the end of 2008 LVLT had
approximately $6.6 billion of debt outstanding including
approximately $4.2 billion outstanding at Level 3 Financing.

From Fitch's perspective the issuance further enhances LVLT's
liquidity position and is a positive credit event.  LVLT had
approximately $768 million of cash on hand as of year end 2008,
which coupled with the proceeds from the term loan B facility
along with Fitch's expectation that LVLT generates positive free
cash flow during 2009, more than adequately positions the company
to satisfy approximately $769 million of maturing indebtedness
during 2009 and 2010.

Overall, Fitch's ratings recognize LVLT highly levered but
strengthening balance sheet, the progress the company has made
integrating past acquisitions and addressing past service
provisioning issues, increasing gross and EBITDA margins, and the
steps the company has taken to address the refinancing risk
associated with 2010 scheduled debt maturities.

Rating concerns center on the company's ability to deliver
expected revenue growth within its Core Network Services segment,
given the current economic environment and better capitalized
competition, and to have sufficient operating leverage with its
cost structure to convert the revenue growth into higher cash
flow.

The Positive Rating Outlook reflects Fitch Ratings' expectation
that LVLT's credit profile will continue to strengthen over the
ratings horizon.  The incremental revenue and cash flows generated
from past acquisitions are expected to lead to a material
improvement of LVLT's leverage.  The company's leverage metric
improved to 6.72 times (x) for the full year 2008, representing a
marked improvement from the 8.2x leverage for the year ended 2007.

The timing of an upgrade of LVLT's IDR will be linked to the
company's ability to consistently generate meaningful levels of
free cash flow while maintaining positive organic revenue growth
and improving margins, reduce leverage below 6.5 x, and to
maintain a consistent liquidity profile in relation to upcoming
scheduled maturities.

The absence of any material deterioration of LVLT's operating
environment due to competitive or economic pressures will be a key
consideration for an upgrade.


LYONDELLBASELL: Increases Fixed-Cost Reduction Target to $700MM
---------------------------------------------------------------
LyondellBasell has increased its fixed-cost reduction target to
$700 million by year-end 2010.  The new target is part of a total
performance improvement plan of $1.3 billion, which also
encompasses variable and energy cost reductions, as well as
revenue enhancement initiatives.

"The original merger plan targeted a fixed-cost reduction of
approximately $200 million.  Based on our efforts through the
second half of 2008 and particularly in the first quarter 2009, we
have increased our goal to $700 million," said Ed Dineen,
LyondellBasell's Chief Operating Officer.  "More importantly, we
believe we will demonstrate a substantial part of this target in
the 2009 bottom line, given first-quarter performance."

The plan encompasses a reduction in employee headcount of more
than 3,000, or approximately 17%, and a reduction in contractors
approaching 2,000, or nearly 30%.  It includes the closure of 20
offices and research & development sites and the closure of 10 or
more manufacturing plants, most of which have been announced or
completed.  "The detailed program identifies actions and
timelines, and implementation is well under way as momentum built
rapidly throughout the first quarter," said Mr. Dineen.

"This cost reduction plan is a key part of our effort to offset
the current sales volume and margin weakness.  It will also be
incorporated into the financial projections that will inform our
Plan of Reorganization," said Alan Bigman, LyondellBasell's Chief
Financial Officer.  "We are working toward confirmation of a plan
consistent with the milestone schedule set forth in our debtor-in-
possession loans."

"Market conditions continue to be extremely challenging, and we
are driving hard across all our organizations to enhance our
earnings," said Mr. Dineen.  "We are pleased with our progress,
but are committed to doing more and doing it more quickly.  I am
confident that we will emerge from Chapter 11 as a stronger, more
competitive company that will continue to be a leader in
innovation, customer satisfaction and the manufacturing and
development of products that improve quality of life for people
around the world."

                          About Lyondell

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

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MACROVISION SOLUTIONS: S&P Cuts Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Santa Clara, California based Macrovision Solutions
Corp. to 'BB-' from 'B+'.  S&P also raised its issue-level ratings
on the company's debt by one notch, in accordance with the
corporate credit rating change.

"The ratings upgrade reflects Macrovision's use of proceeds from
sales of TV Guide Online, TV Guide Network, and TV Games Network
to reduce term debt," explained Standard & Poor's credit analyst
Andy Liu.

In the first quarter of 2009, TV Guide Online, TV Guide Network,
and TVG were sold for about $305 million.  The debt reduction
meaningfully lowered debt leverage and increased the company's
cushion of compliance with debt leverage covenants.

The 'BB-' corporate credit rating reflects Macrovision's narrow
business platform, technology risk, exposure to product
lifecycles, and relatively high debt leverage for its business.
High barriers to entry from the company's patent portfolio, the
strong market position in its niche markets, and a good EBITDA
margin are positive factors.

Macrovision is a technology licensing and service provider
focusing on interactive programming guide technology, content
protection services, technology that connects consumer electronics
hardware, and TV programming and music metadata services that
provide consumers detailed information on artists, compositions,
and programs.  Total debt outstanding as of
Dec. 31, 2008, was about $888 million.

Pro forma for May 2008 acquisition of Gemstar TV-Guide
International Inc. and the upcoming sales of several business
units, revenues increased 14.5% during the fourth quarter,
propelled by growth in consumer electronic licensing and an
increase in the number of digital television subscribers.  Pro
forma lease-adjusted total leverage was high for the rating, at
5.7x for the 12 months ended Dec. 31, 2008.  Taking into
consideration the debt reduction with proceeds from sales of TV
Guide Online, TV Guide Network, and TVG, lease-adjusted total debt
to EBITDA is in the lower-4x range.  For the 12 months ended Dec.
31, 2008, lease-adjusted EBITDA coverage of interest was
appropriate for the rating at 2.4x.  Macrovision generates good
discretionary cash flow, and S&P expects the company to devote a
meaningful portion of its discretionary cash flow toward debt
reduction.


MAGNA ENTERTAINMENT: Halsey Minor to Bid for Race Tracks
--------------------------------------------------------
Andrew Beyer at The Washington Post reports that Halsey Minor, who
has made hundreds of millions of dollars as a technology
entrepreneur, wants to buy almost all off of Magna Entertainment
Corp.'s properties, which include Santa Anita, Pimlico, and
Laurel.

The Washington Post relates that as Magna Entertainment was
teetering on the brink of bankruptcy, Mr. Minor said that he was
willing to purchase the Company's debt, but "they wouldn't talk to
us.  They literally blew us off."  According to The Washington
Post, Magna Entertainment's chairperson, Frank Stronach, refused
relinquishing any control of the racetracks.  Mr. Minor believes
that Mr. Stronach still doesn't want to let go even after Magna
Entertainment filed for bankruptcy, The Washington Post states.
"He [Mr. Stronach] absolutely believes that nothing is going to
change.  He's doing everything possible to make the process
difficult," the report quoted Mr. Minor as saying.

According to The Washington Post, Mr. Minor wants to make a bid
for the Magna Entertainment tracks except Gulfstream Park,
planning to pay off the Company's $175 million debt to its parent
company, MI Developments, and negotiate a deal with the other
creditors.  "My goal is to bring this to a close before [the
bankruptcy case] turns into a shower of lawsuits," The Washington
Post quoted Mr. Minor as saying.

Gadi Dechter at Baltimore Sun reports that Magna Entertainment and
its bankruptcy attorneys criticized Gov. Martin O'Malley's bid to
assert eminent domain powers over the Preakness Stakes.  According
to The Washington Post, Magna Entertainment said that the passage
of the legislation could lead to more litigation.

The proposed law is necessary to ensure that the Preakness doesn't
go the way of the Baltimore Colts in the wake of bankruptcy
proceedings, Baltimore Sun states, citing Gov. O'Malley and
lawyers for the state.  The proposed law would authorize the state
to acquire the Preakness, Pimlico Race Course, Laurel Park and the
Bowie Race Course Training Center by eminent domain, says
Baltimore Sun.  According to the report, Maryland officials said
that the measure would be employed only if necessary.

Brian S. Rosen, Magna Entertainment's bankruptcy counsel sent Gov.
O'Malley and legislative leaders a letter asking them to "cease
and desist all activity" with respect to the bill "immediately."

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: State Mulls Acquisition of Preakness Stakes
----------------------------------------------------------------
The second leg of U.S. horseracing's Triple Crown, the 134-year-
old Preakness Stakes, may need a state bailout to keep running,
Jerry Hart of Bloomberg reported.

According to the report, Maryland lawmakers debated a measure
authorizing the state to acquire the Laurel Park and Pimlico
racetracks and other assets from their bankrupt Canadian owner,
Magna Entertainment Corp. The state may buy the properties with
money from a bond sale or seize them through eminent domain.

The possibility that Pimlico, home to the Preakness each May since
1909, might be sold to real estate developers has horrified
Marylanders, who are still smarting from the state's inability to
stop Baltimore's National Football League team, the Colts, from
moving to Indianapolis in 1984, Bloomberg said.

"Those who recognize the psychological importance of the Preakness
are very troubled," Alan Foreman, general counsel for the Maryland
Thoroughbred Horsemen's Association, said in an interview. "The
Preakness is one of the great sporting events, and it defines the
city and state's culture and traditions."

Emergency legislation to seize the properties or buy them passed a
Senate committee, over Republican objections that the state was
moving too quickly and might entangle itself in the horse
business.

                 About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNITUDE INFORMATION: Delivers Promissory Notes for $600,000 Loan
------------------------------------------------------------------
Discover Advisory Company, an investor and shareholder based in
the Bahamas, provided Magnitude Information Systems Inc. with
working capital loans in the amounts of:

      $100,000 on December 23, 2008;
      $150,000 on January 7, 2009;
      $200,000 on January 27, 2009, and;
      $150,000 on February 20, 2009.

The Company's Management and the lender have been negotiating the
terms of these loans and on March 31, 2009, the Company and the
lender agreed to the execution and delivery of four corporate
promissory notes.  Each note is payable on demand, accrues
interest at the rate of 10% percent, per annum, and is secured by
a first security interest in the ownership shares of Kiwibox
Media, Inc., the Company's operating subsidiary.

Each of the four notes provides for part or all of its principal
or accrued interest to be converted into common shares, in the
discretion of the Holder, at the conversion rate of $0.01 per one
common share.

A Form of the Company's Demand Corporate Promissory Notes
Delivered to Discover Advisory Company in Connection with Working
Capital Loans, Dated December 23, 2008, January 7, 2009,
January 27, 2009, and February 20, 2009, respectively, is
available at no charge at http://ResearchArchives.com/t/s?3b50

Headquartered in Branchburg, New Jersey, Magnitude Information
Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/-- was
prior to its change in its strategic business plan in 2007,
engaged in marketing of the company's integrated suite of
proprietary ergonomic software modules.  Following the company's
acquisition of Kiwibox Media Inc. on August 16, 2007, the company
derives its revenues from advertising on the KiwiBox Web site.

Founded in 1999, Kiwibox.com is the first social networking
destination and online magazine where teens produce, discover, and
share content.

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Magnitude Information Systems
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
significant operating losses and significant working capital
deficiency.

Magnitude Information's consolidated balance sheet at June 30,
2008, showed $3,711,218 in total assets and $4,238,690 in total
liabilities, resulting in a $527,472 in total stockholders'
deficit.  At June 30, 2008, the company's consolidated balance
sheet also showed strained liquidity with $473,860 in total
current assets available to pay $4,238,690 in total current
liabilities.

Magnitude's consolidated balance sheet at September 30, 2008,
showed $3,266,966 in total assets and $4,009,800 in total
liabilities -- all current liabilities -- resulting in a $742,834
in total stockholders' deficit.  At September 30, 2008, the
company had $32,426 in total current assets.


MAGNITUDE INFORMATION: Expects to File Annual Report This Week
--------------------------------------------------------------
Magnitude Information Systems Inc. has yet to file with the
Securities and Exchange Commission its annual report on Form 10-K
for the period ended December 31, 2008.  It expects to do so this
week.

The Company said management and its accountants are in the process
of finalizing the financial statements for the fiscal year ended
December 31, 2008.  The information could not be assembled and
analyzed without unreasonable effort and expense to the Company.

Meanwhile, the Company has accepted the resignation of Quentin
Kelly as director.  Mr. Kelly resigned because of personal
reasons, effective immediately.

Headquartered in Branchburg, New Jersey, Magnitude Information
Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/-- was
prior to its change in its strategic business plan in 2007,
engaged in marketing of the company's integrated suite of
proprietary ergonomic software modules.  Following the company's
acquisition of Kiwibox Media Inc. on Aug. 16, 2007, the company
derives its revenues from advertising on the KiwiBox Web site.

Founded in 1999, Kiwibox.com is the first social networking
destination and online magazine where teens produce, discover, and
share content.

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Magnitude Information Systems
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
significant operating losses and significant working capital
deficiency.

Magnitude Information's consolidated balance sheet at June 30,
2008, showed $3,711,218 in total assets and $4,238,690 in total
liabilities, resulting in a $527,472 in total stockholders'
deficit.  At June 30, 2008, the company's consolidated balance
sheet also showed strained liquidity with $473,860 in total
current assets available to pay $4,238,690 in total current
liabilities.

Magnitude's consolidated balance sheet at September 30, 2008,
showed $3,266,966 in total assets and $4,009,800 in total
liabilities -- all current liabilities -- resulting in a $742,834
in total stockholders' deficit.  At September 30, 2008, the
company had $32,426 in total current assets.


MARK MOSES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mark Moses
        1595 E Altadena Dr
        Altedena, CA 91001

Bankruptcy Case No.: 09-17234

Chapter 11 Petition Date: March 29, 2009

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

Judge: Samuel L. Bufford

Debtor's Counsel: Philip E. Koebel, Esq.
                  P.O. box 94799
                  Pasadena, CA 91109
                  Tel: 626-797-6342
                  Fax : 626-410-1149
                  Email: lawofpek@gmail.com

Estimated Assets: Unstated

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

The Debtor's Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Bank of America                             $28,398.83

   Washington Mutual                           $2,469.30

   Washington Mutual                           $5,224.31

The petition was signed by Mark Moses.


MAURICE BRISCOE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Maurice Alonzo Briscoe
        Tempy L. Briscoe
        9903 Nicol Court West
        Bowie, MD 20721

Bankruptcy Case No.: 09-15086

Chapter 11 Petition Date: March 25, 2009

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

Judge: Paul Mannes

Debtor's Counsel: Donald L. Bell, Esq.
                  The Law Office of Donald L. Bell, LLC
                  9701 Apollo Drive, Suite 481
                  Upper Marlboro, MD 20774
                  Tel: (301) 773-8631
                  Fax: (301) 773-8634
                  Email: donbellaw@yahoo.com

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

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

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

            http://bankrupt.com/misc/mdb09-15086.pdf

The petition was signed by Maurice Alonzo Briscoe and Tempy L.
Briscoe.


MGM MIRAGE: Lenders Consent to $70MM Payment for CityCenter
-----------------------------------------------------------
Bloomberg News' Beth Jinks reports that MGM MIRAGE has won a
waiver from lenders to pay about $70 million on its CityCenter
project without partner Dubai World, staving off for now a
possible bankruptcy filing by the development.  Sources told
Bloomberg that the deal extends an agreement in March that allowed
MGM MIRAGE pay both partners' obligations.

Ms. Jinks says the sources declined to be identified because the
negotiations are private.

As reported by the Troubled Company Reporter on April 7, 2009, MGM
MIRAGE says lenders to its CityCenter project have temporarily
waived through April 13, 2009, certain defaults and potential
defaults under CityCenter Holdings, LLC's senior secured credit
facility relating to required sponsor equity capital contributions
to CityCenter.

MGM MIRAGE entered into Amendment No. 3, dated March 26, 2009, to
its Fifth Amended and Restated Loan Agreement, as previously
amended, with MGM Grand Detroit, LLC, as initial co-borrower, the
various lenders and Bank of America, N.A., as administrative
agent.

Amendment No. 3 modified the Company's ability to make additional
investments in CityCenter.  Pursuant to Amendment No. 3, the
Company is permitted, within seven business days after March 24,
2009 and subject to certain conditions, to make investments in
CityCenter in an amount not to exceed the lesser of (i) the
aggregate amount requested by CityCenter from the Company and
Dubai World, including from their respective affiliates and (ii)
$200 million.  No other future investments by the Company in
CityCenter are permitted by the Fifth Loan Agreement, as amended,
except up to $20 million to ensure public health, safety and
welfare or regulatory compliance.  The Company paid a customary
amendment fee to the lenders party to the Loan Agreement in
connection with the execution of Amendment No. 3.

Certain of the lenders party to the Loan Agreement and their
respective affiliates have in the past engaged in financial
advisory, investment banking, commercial banking or other
transactions of a financial nature with the Company and its
subsidiaries, including the provision of advisory services for
which they received customary fees, expense reimbursement or other
payments.

On March 27, 2009, the Company funded $200 million in cash to
CityCenter to satisfy the required sponsor equity capital
contributions due on or about March 24.  The funding included
$100 million that should have been funded by Dubai World.

The Company has said it intends to work with Dubai World,
CityCenter and its lenders, and the Company's lenders, to obtain
necessary waivers or amendments prior to April 13, 2009, and to
find a long-term solution for the financing of CityCenter.
However, there can be no assurance that any waiver, amendment or
long-term solution will be available or that CityCenter will not
determine to seek relief through a filing under the U.S.
Bankruptcy Code.

Bloomberg notes that Shirley Norton, a spokeswoman for Bank of
America, didn't immediately respond to a request for comment
regarding the waiver.

                        Dubai World Proposal

According to one of Bloomberg's sources, Dubai World has submitted
a proposal to MGM Mirage and CityCenter lenders that may see it
resume payments to finish the still-under-construction project in
exchange for concessions.  The source declined to provide details
of the plan, Bloomberg notes.

"We cannot comment on specifics of our discussions but we continue
to be fully committed to completing CityCenter and we continue to
work with our partners and the lenders to seek a solution," George
Dalton, Dubai World's general counsel, told Bloomberg in an e-
mailed response to questions.

Dubai World has sued MGM Mirage in Delaware Chancery Court to be
freed from further CityCenter funding obligations.

"We have already contributed $4.3 billion, and we are standing
ready to commit more money to see the project finished once we are
sure our partners and the lenders will also commit, and there's
certainty about the future viability of MGM Mirage," Mr. Dalton
told Bloomberg.  "This is in the interests of everyone."

Dubai World alleged in its complaint that MGM Mirage violated
terms of their partnership.  Dubai World cited cost overruns on
CityCenter and MGM Mirage's inability to borrow or guarantee it
can remain a going concern.

According to Bloomberg, MGM Mirage Chief Executive Officer James
Murren said on a March 17 conference call that the equal partners
had agreed to fund "just under" $500 million each to fill a
construction-payment shortfall until a $1.8 billion bank facility
becomes available in June.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form
10-K is available at no charge at:

               http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MGM MIRAGE: Pens Term Sheet for New CEO Employment Agreement
------------------------------------------------------------
MGM MIRAGE entered into a binding Term Sheet on April 6, 2009, for
a new employment agreement with James J. Murren, the Chairman of
the Board of Directors and Chief Executive Officer of the Company.

The New Employment Agreement, upon finalization -- based on the
Term Sheet -- and execution, will supercede and replace the
current employment agreement, which agreement would otherwise have
expired on January 4, 2010, between the Company and Mr. Murren.

The New Employment Agreement, which will be effective as of
December 1, 2008, and will expire on April 7, 2013, will provide
for an annual base salary of $2.0 million, with any short-fall in
payment of such base salary from December 1, 2008, until the
execution date of the New Employment Agreement to be paid within
10 days of such execution date.  In addition, Mr. Murren will be
eligible to receive an annual bonus under the Company's Amended
and Restated Annual Performance-Based Incentive Plan for Executive
Officers; provided, however, that the Compensation Committee will
consult with Mr. Murren, as long as he is employed as the Chief
Executive Officer, in determining the performance criteria and
potential awards for each subsequent annual bonus grants to be
made under the Incentive Plan.

In addition to the Annual Bonus, Mr. Murren will be eligible to
receive additional cash awards of up to $4.25 million, with each
25% of the Additional Cash Awards to be vested on a six-month
period basis starting on September 30, 2009, and earned under the
Incentive Plan.  Each vested portion of Additional Cash Awards
will be deemed earned upon the consolidated EBITDA of the Company
for the corresponding six-month period being equal to or higher
than the target EBITDA set by the Compensation Committee for the
purposes of such Additional Cash Awards.  Any Additional Cash
Award that is not earned upon vesting will be deemed earned on any
subsequent vesting date in the event that the average consolidated
EBITDA for the six-month periods beginning on
April 1, 2009, and ending on such subsequent vesting date is equal
to or greater than such target EBITDA for the corresponding six-
month period.  The Additional Cash Awards that are vested and
earned will become payable on March 31, 2011, and must be paid
within 90 days thereafter.

However, in the event of a termination by the Company without
cause, termination by Mr. Murren with cause, or termination within
90 days after a change of control, the Additional Cash Awards will
cease to vest and (i) with respect to Additional Cash Awards
vested and earned at the time of termination will be paid within
90 days of such termination and (ii) with respect to Additional
Cash Awards vested at the time of termination but for which the
performance criteria are met after the termination date will be
paid within 90 days of the date of satisfaction of such
performance criteria.  In the event that any Additional Cash
Awards vest and are earned, such Additional Cash Awards, unlike
the Annual Bonus, will not be subject to reduction at the
discretion of the Compensation Committee.

Concurrently with the execution of the Term Sheet, Mr. Murren was
awarded 2,000,000 stock appreciation rights under the Company's
Amended and Restated 2005 Omnibus Incentive Plan, which SARs will
expire seven years from the date of the grant. 1,000,000 of the
SARs will vest over a period of four years, with 25% vesting each
year. 500,000 of the SARs will vest over a period of four years,
with 25% vesting each year; provided, however, that none of such
SARs will be deemed vested unless the average closing price of the
Company's common stock is at least $8 during any 20 consecutive
trading day period prior to the expiration of the New Employment
Agreement or, if earlier terminated, prior to the end of any
vesting of SARs following such termination -- the $8 Price
Requirement.  The remaining 500,000 of the SARs will vest over a
period of four years, with 25% vesting each year; provided,
however, that none of such SARs will be deemed vested unless the
average closing price of the Company's common stock is at least
$17 during any 20 consecutive trading day period prior to the
expiration of the New Employment Agreement or, if earlier
terminated, prior to the end of any vesting of such SARs following
such termination.

Mr. Murren's eligibility -- including the amount of grants, if
eligible -- to participate in the Company's annual equity award
program in 2010 and the number of shares subject to any equity
awards granted to Mr. Murren pursuant to the Company's annual
equity award program in 2011 and 2012 will be subject to the
discretion of the Compensation Committee.  In addition, pursuant
to the Term Sheet, Mr. Murren will be entitled to use the
Company's aircraft for personal reasons for up to two roundtrip
travels each year.  Furthermore, Mr. Murren will be entitled to
receive an annual $100,000 payment to be applied to his life
insurance premiums.

In the event of termination by the Company without cause,
termination by Mr. Murren for cause, or termination within 90 days
after a change of control:

   (i) Mr. Murren will be entitled to $7 million in severance
       payment, which severance payment, unless the employment
       was terminated within 90 days after a change of control,
       will be offset by up to $3.5 million in compensation
       earned by Mr. Murren in any other employment during the
       first year following such termination,

  (ii) all of the SARs not vested (including as a result of
       failure to meet the applicable Price Requirement) at the
       time of such termination will continue to vest (including
       for the purposes of meeting the applicable Price
       Requirement) for two years following such termination;
       provided, however, that the applicable Price Requirement
       must be met within four years of the grant date of such
       SARs; and, provided, further, that all vested SARs may be
       exercised until the earlier of 90 days after the end of
       the vesting period or the expiration date of such SARs,
       and

(iii) Mr. Murren will continue to receive the same health and
       insurance benefits for a period of four years following
       the date of such termination.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form
10-K is available at no charge at:

               http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MICRON TECHNOLOGY: Note Offering Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Boise,
Idaho-based Micron Technology Inc. (B/Negative/--) are not
affected by the company's announcement that it intends to offer,
subject to market and other considerations, common stock and
convertible senior notes for aggregate gross proceeds of about
$450 million.  If completed as proposed, the transactions would be
modestly favorable for the company's liquidity.  Still, operating
trends continue to be highly challenging in the company's memory
markets.  For the second quarter ended March, 5, 2009, revenues
declined 30% sequentially and 28% from the year earlier quarter.

Manufacturing costs continued to exceed revenues as the company
reported its third sequential negative gross profit, even
adjusting for sizeable inventory write offs taken in the first and
second quarters of 2009.  Pro forma for the new equity and notes,
liquidity would remain modest, given maturing debt obligations and
capital spending related to advanced technology processes that are
necessary to reduce production costs and remain competitive.


N AMERICAN SCIENTIFIC: Agrees to Purchase ClearPath for $400,000
----------------------------------------------------------------
North American Scientific, Inc., a Delaware corporation, North
American Scientific, Inc., a California corporation and wholly-
owned subsidiary of the Company and Portola Medical, Inc., a
Delaware corporation, have entered into an Asset Purchase
Agreement.

Pursuant to the terms and subject to the conditions set forth in
the Purchase Agreement, Portola agreed to purchase substantially
all of the assets of the California unit relating to the Sub's
ClearPath business for a purchase price of $400,000 and the
assumption of certain liabilities of the Sub.

The Purchaser, at its sole discretion, is entitled to credit the
Purchase Price against the Sub's obligations under its debtor-in-
possession credit facility provided by the Purchaser.  The
Purchaser is an affiliate of Three Arch Partners, the majority
stockholder of the Company.  The Boards of Directors of the
Company and the Sub have approved the Asset Sale and the Purchase
Agreement and determined that the Purchase Agreement and the Asset
Sale are advisable and both fair to and in the best interest of
the stockholders of the Company and the Sub.

The Company and Sub have made customary representations,
warranties and covenants in the Purchase Agreement.

Consummation of the Asset Sale is subject to customary closing
conditions, including, among other things, the representations and
warranties of the parties to the Purchase Agreement will be true
and correct as of the closing, except as would not be reasonably
expected to have a material adverse effect; the United States
Bankruptcy Court for the Central District of California will have
entered into a final sale order; the Sub executing a non-
competition agreement in favor of Purchaser; the parties executing
a mutual license agreement, pursuant to which the Purchaser will
be entitled to license certain assets retained by the Sub and the
Company; the Sub will obtain prepaid product liability insurance
reasonably acceptable to the Purchaser with respect to products
manufactured or sold prior to the closing of the Asset Sale for a
period of one year from the closing of the Asset Sale in the
amount of $5,000,000; and the Sub's successful rejection of
certain agreements to which the Sub is currently a party.

In connection with the Purchase Agreement, the Company and Sub
intend to file motions with the Bankruptcy Court for orders
granting authority to consummate the Asset Sale with the Purchaser
pursuant to Section 363 of the United States Bankruptcy Code and
to establish bidding procedures.  Subject to Bankruptcy Court
approval of the Purchase Agreement bidding procedures, bids will
not be considered qualified for the auction unless, among other
things:

    -- The bid is for an amount equal to or greater than the
       aggregate of the sum of the Purchase Price and $50,000;

    -- Any overbid bids thereafter must be higher than the then
       existing bid in increments of not less than $25,000;

    -- The bid is received by the Purchaser and the Sub no later
       than two business days prior to the hearing on the motion
       to approve the sale of the subject assets; and

    -- The bid is accompanied by a deposit in the form of a
       cashier's check made payable to the order of the Sub in
       the amount of $50,000.

Other bidding procedures applicable to the sale will be
established pursuant to the order of the Bankruptcy Court.

If the Company and Sub consummate a transaction other than the
Asset Sale to the Purchaser, subject to the approval of the
Bankruptcy Court, the Sub shall, on the first business day
following the consummation of a transaction with a bidder other
than the Purchaser, reimburse the Purchaser for all expenses
incurred by the Purchaser in connection with the negotiation,
execution and delivery of the Purchase Agreement up to an
aggregate amount of $50,000.

The full text of the Purchase Agreement is available for free at:

             http://ResearchArchives.com/t/s?3b03

                About North American Scientific

North American Scientific, Inc. -- http://www.nasmedical.com/--
operating under the name NAS Medical, is a leader in applying
radiation therapy in the fight against cancer.  Its innovative
products provide physicians with tools for the treatment of
various types of cancers.

North American Scientific filed for bankruptcy on March 11, 2009
(Bank. C.D. Calif. Case No. 09-12675).  Judge Maureen Tighe
presides over the case.  Marc J. Winthrop, Esq., at Winthrop
Couchot Professional Corporation, in Newport Beach, California,
serves as bankruptcy counsel.

The Company had $7.2 million in total assets; $6.4 million in
total current liabilities; $472,000 in long-term severance
liability; and $334,000 in stockholders' deficit as of
January 31, 2009.


NEW FRONTIER BANK: Colorado Regulators Appoint FDIC as Receivers
----------------------------------------------------------------
New Frontier Bank, in Greeley, Colorado, was closed April 10 by
the State Bank Commissioner, by Order of the Banking Board of the
Colorado Division of Banking, which then appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC created the Deposit Insurance National Bank
of Greeley (DINB), which will remain open for approximately 30
days to allow depositors time to open accounts at other insured
institutions.  At the time of closing, the receiver immediately
transferred to the DINB all insured deposits of New Frontier,
except for brokered deposits, certificates of deposit (CDs) and
individual retirement accounts (IRAs).  The receiver also
transferred to the DINB all secured public unit deposits.  Under
the FDI Act, the FDIC may create a deposit insurance national bank
to ensure that depositors have continued access to their insured
funds where no other bank has agreed to assume the insured
deposits.

Aside from New Frontier Bank, Cape Fear Bank in Wilmington, North
Carolina, with $492 million in assets and $403 million in
deposits, was seized April 10 by state regulators, bringing this
year's toll of bank failures to 23.

Bank of the West, San Francisco, California, was contracted by the
FDIC to provide operational management of the DINB.  The main
office and two branches of New Frontier will open on Monday, April
13, 2009. Banking activities, such as direct deposit and writing
checks, ATM and debit cards, can continue normally for former
customers of New Frontier during the 30-day transition period.  It
is also important to note that New Frontier official checks will
continue to clear and will be issued to customers closing
accounts.

All insured depositors of New Frontier are encouraged to transfer
their insured funds to other banks. They may do so by asking their
new bank to electronically transfer their deposits from the DINB
or by writing checks for the amount in their accounts.

The FDIC will mail checks at the end of the transition period to
the address of record for depositors who have not closed or
transferred their accounts during the transition period.

Brokered deposits, CDs and IRAs are not a part of this
transaction. The FDIC will mail checks to non-brokered deposit
customers. The FDIC will pay the brokered deposits directly to the
brokers for the amount of their insured funds. Customers with
brokered deposits should contact their brokers directly for
information concerning their money.

The FDIC created the DINB to permit uninterrupted service for
customers with checking and NOW accounts. This arrangement allows
for uninterrupted direct deposits and automated payments from
customers' accounts and allows them time to find another
institution with which to do business.

As of March 24, 2009, New Frontier had total assets of $2.0
billion and total deposits of about $1.5 billion. At the time of
closing, there were approximately $150 million in insured deposits
and $4 million in deposits that potentially exceeded the insurance
limits. Uninsured deposits were not transferred to the DINB. This
amount is an estimate that is likely to change once the FDIC
obtains additional information from these customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-830-4705 to set up an appointment to
discuss their deposits.

Beginning Monday, April 13, depositors of New Frontier with more
than $250,000 at the bank may visit the FDIC's Web page "Is My
Account Fully Insured?" at http://www2.fdic.gov/dip/Index.aspto
determine their insurance coverage.

The FDIC as receiver will retain all the assets from New Frontier
for later disposition. Loan customers should continue to make
their payments as usual.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$670 million. New Frontier is the twenty-third bank to fail this
year and the second in Colorado. The last bank to be closed in the
state was Colorado National Bank, Colorado Springs, on March 20,
2009.

                           About FDIC

Congress created the Federal Deposit Insurance Corporation 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.

FDIC press releases and other information are available on the
Internet at www.fdic.gov, by subscription electronically (go to
www.fdic.gov/about/subscriptions/index.html) and may also be
obtained through the FDIC's Public Information Center (877-275-
3342 or 703-562-2200). PR-53-2009


NEWARK GROUP: Gets Forbearance from Noteholders until May 31
------------------------------------------------------------
Certain holders of notes issued by The Newark Group, Inc., have
agreed to forbear until May 31, 2009, from exercising any actions
on account of certain defaults under the notes.

On April 3, 2009, Newark Group and the holders of 74% of its
9-3/4% Senior Subordinated Notes due 2014 issued pursuant to the
Indenture entered into a Limited Waiver and Forbearance Agreement.
Pursuant to the Forbearance Agreement, the Holders agreed to
forbear from exercising certain rights as a result of the
occurrence of certain events of default under the Notes and under
the Indenture dated as of March 12, 2004, among the Company,
certain guarantors and The Bank of New York, as Trustee.  The
events of default for which the Holders agreed to forbear relate
to the Company's failure to pay semi-annual interest on March 15,
2009 on $175 million of outstanding Notes and its failure to file
with the Securities and Exchange Commission its quarterly report
on Form 10-Q for the quarter ended January 31, 2009.

The Company was entitled to a 30-day grace period with respect to
each of the defaults.  The Forbearance Agreement extends that
grace period until May 31, 2009, subject to certain conditions.
The extended grace period is designed to give the Company
additional time to negotiate changes to its capital structure with
the Holders as well as with lenders under its two senior secured
credit facilities.  On February 20, 2009, the Company entered into
a separate forbearance agreement with respect to defaults under
its asset-based senior secured revolving credit facility and it
has been discussing financing matters with lenders under that
facility as well as the lenders under its credit-linked loan
facility, under which the Company is also in default due to issues
similar to those under the ABL Facility.  Neither the lenders
under the ABL Facility nor the lenders under the CL Facility have
taken any action to accelerate the obligations due under their
respective agreements.

                        About Newark Group

The Newark Group, Inc.  -- http://www.newarkgroup.com/-- is an
integrated producer of 100% recycled paperboard and paperboard
products. The Company primarily manufactures core board, folding
carton (predominantly uncoated) and industrial converting grades
of paperboard. It is a major North American producer of tubes,
cores and allied products, and is a producer of laminated products
and graphic board in both North America and Europe.  It also
collects, trade and process recovered paper in North America. The
Newark Group, Inc. supplies its products to the paper, packaging,
stationery, book printing, construction, plastic film, furniture
and game industries. The Company operates in three reportable
segments: Paperboard, Converted Products, and International and
its products are categorized into five product lines: recovered
paper; 100% recycled paperboard; laminated products and
graphicboard; tubes, cores and allied products, and solidboard
packaging.

As reported by the TCR on March 3, 2009, Standard & Poor's Ratings
Services said it lowered its ratings on The Newark Group Inc.,
including its corporate credit rating to 'CCC' from 'CCC+'.  All
ratings remain on CreditWatch with negative implications.  The
downgrade followed the Company's announcement that it entered into
a forbearance agreement with lenders under its $85 million asset-
based revolving credit facility.


NEWARK GROUP: Limited Waiver Cues S&P's Rating Cut to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on The Newark Group Inc. to 'D' from
'CCC'.  At the same time, Standard & Poor's lowered the issue-
level rating on the company's $175 million senior subordinated
notes to 'D' from 'CC'.  The recovery rating remains '6',
indicating S&P's expectation of negligible (0%-10%) recovery for
lenders in the event of a payment default.

In addition, Standard & Poor's lowered the issue-level rating on
the company's $15 million term loan to 'CC' from 'B-' and revised
the recovery rating to '3', indicating S&P's expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default, from '1'.  Standard & Poor's removed all ratings
from CreditWatch, where they were initially placed on Jan. 30,
2009, with negative implications.

"The rating actions stem from Newark's recent announcement that it
has secured a limited waiver and extended forbearance agreement
with holders of approximately 74% of its 9.75% senior subordinated
notes due 2014," said Standard & Poor's credit analyst Andy
Sookram.  "Under the terms of this agreement, note holders have
agreed to forbear exercising any rights and remedies related to
the company's failure to pay semi-annual interest on March 15,
2009, on its $175 million subordinated notes and its failure to
file its Form 10-Q for the quarter ended Jan. 31, 2009, with the
SEC."  The Forbearance Agreement extends the 30-day grace period
until May 31, 2009, subject to certain conditions, which is
designed to give the company additional time to negotiate changes
to its capital structure with the holders as well as with lenders
under its two senior secured credit facilities.  "We consider a
default to have occurred, even if a grace period exists, when the
nonpayment is a function of the borrower being under financial
stress -- unless S&P is confident that the payment will be made in
full during the grace period," added Mr. Sookram.

As previously disclosed, on Feb. 20, 2009, the company entered
into a separate forbearance agreement with respect to defaults
under its asset-based senior secured revolving credit facility and
it has been discussing financing matters with lenders under that
facility as well as the lenders under its credit-linked loan
facility, under which the company is also in default due to issues
similar to those under the ABL Facility.  However, neither lenders
under the ABL Facility nor the lenders under the CL Facility have
taken any action to accelerate the obligations due under their
respective agreements.


NORTEL NETWORKS: To File Financial Reports with Court by June
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to give them more
time to file reports of financial information on the companies
with which they hold a controlling or substantial interest
pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy
Procedures.

The Debtors propose to file the first financial reports June 15,
2009, and the subsequent financial reports every six months for
each majority-owned company.  The current Court-approved deadline
for the Rule 2015.3 report submission is April 14, 2009.

Thomas Driscoll III, Esq., at Morris Nichols Arsht & Tunnell LLP,
in Wilmington, Delaware, asserts that requiring the Debtors to
file the financial reports by April 14 could "impair their
ability" to comply with various other reporting requirements.

Mr. Driscoll III, however, assures the Court that the proposed
extension will not prejudice anybody as the Debtors will continue
to work with the Office of the U.S. Trustee, the Official
Committee of Unsecured Creditors, and their advisors to provide
access to their books and records.

The Debtors also ask the Court that they be excused from filing a
report on companies where they merely hold minority equity
interests.  "The Debtors typically do not have voting control of
such entities, control the boards of such entities or participate
in the day-to-day management," Mr. Driscoll explains.  "Given the
Debtors' limited ownership of such entities, there could be
additional practical, competitive or confidentiality concerns
with requiring such disclosure."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Completes Sale of Layer 4-7 Business to Radware
----------------------------------------------------------------
Nortel Networks Inc., Nortel Networks Limited and their affiliates
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to sell a portion of their Layer 4-7 application
delivery business to Radware Ltd.

The assets to be sold consist primarily of customer contracts,
inventory, fixed assets and intellectual property related to the
NNI and other U.S.-based Debtors' Layer 4-7 business, part of
which they owned through their acquisition of Alteon WebSystems
Inc. in 2000.  The Layer 4-7 business sells application
delivery products and has an installed base of more than 1,000
customers.

Prior to the entry of the Bankruptcy Court ruling, Verizon
Communications Inc. objected to the sale on grounds that the
proposed purchaser of the assets "has not yet been identified
definitively" and that certain information critical to its rights
and interests in the assets were not provided.  The Court will
consider Verizon's objection at a hearing scheduled for April 9,
2009.

A motion seeking recognition of the Bankruptcy Court's sale order
was filed in the insolvency proceedings of NNL and four of its
Canada-based affiliates, and was approved by the Ontario Superior
Court of Justice on April 7, 2009.  The Canadian Court also
approved on March 30, 2009, the proposed sale of the Layer 4-7
business pursuant to the asset purchase agreement between Radware
and the sellers.

A motion to enforce the Canadian Court's sale order was also filed
in the Chapter 15 cases of NNL and its Canadian affiliates.  The
motion has not yet been approved by the Bankruptcy Court to date.

              Nortel Completes Sale of L4-7 Assets

In a press release dated March 31, 2009, Nortel said it has
completed the divestiture of certain portions of its application
delivery portfolio.

The assets, which were purchased by Radware for US$18 million,
relate to the Nortel Application Accelerators (NAA) 510 and 610;
Nortel Application Switches (NAS) 3408E, 2424E, 2424 SSL E, 2216E
and 2208E product lines.  The products are still available from
Nortel in an OEM relationship with Radware.

In a notice filed with the Court, NNI and its US-based affiliates
filed a notice with the Court, announcing their decision to
withdraw the proposed assumption and assignment of contracts Nos.
253701, 257334, 257996, 223355, 131514, 265159, 223407 and
213884.  The hearing to consider approval of the assumption and
assignment of these contracts was previously adjourned to
April 9, 2009.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Court Approves Incentive Plan for SLT Executives
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Nortel Networks Inc. and its affiliated
debtors to implement a Key Executive Incentive Plan for members of
their senior leadership team.

The KEIP covers about 53 employees of the Debtors, five of whom
are members of the senior leadership team.  The rest of the
participants are either members of the executive leadership team
or are officers of the Debtors who are not members of both teams.

The Debtors are also authorized to earmark up to $14.7 million for
the KEIP.  Payment under the KEIP will depend upon the achievement
of three milestones, which include the achievement of:

(a) the "North American objectives" of the Nortel companies'
     cost reduction plan;

(b) the parameters that may result in a leaner and more
     focused organization; and

(c) the later of the confirmation of the U.S. Debtors' plan of
     reorganization, or the Canadian Debtors' plan of
     restructuring and arrangement.

Canada-based Nortel units that are in insolvency proceedings
under the Companies' Creditors Arrangement Act also obtained
approval of the Ontario Superior Court of Justice to implement
the KEIP for members of their senior leadership team.

Prior to the Court's ruling, Russell Schooley, a creditor of the
Debtors, filed an objection with the Court, questioning the
integrity and justification for the implementation of the KEIP.
"I ask the Court to consider the equitable fairness for members
of the [senior leadership team] of the Debtors to be eligible to
receive generous additional compensation in the form of KEIP
incentives when the company cannot currently afford to fulfill
its contracted severance agreements to former employees," Mr.
Schooley said.  "Employees of the Debtors who have been or are
being terminated since the Debtors' chapter 11 bankruptcy
dec1aration are not even eligible for any severance or associated
benefits," he further said.

In a letter to the Court, Robert Kenas, a former Nortel employee,
also expressed disapproval over the payment of incentive bonuses.
Mr. Kenas said that the leadership team has been a failure and
asserted that granting the request would be tantamount to
awarding the team's "lack of accountability and violation of
simple ethics."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Has Authority to Pay $4.9MM Under Pension Plan
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Nortel Networks Inc. and its affiliated
debtors to pay $4.9 million in minimum funding contributions under
their Retirement Income Plan.

Johannus Poos, director of Global Pensions for Nortel Networks
Ltd., said that before the Petition Date, certain of the Debtors
maintain a qualified defined benefit pension plan in the U.S.
Effective January 1, 2008, The Debtors, as sponsors of the pension
plan, amended their Retirement Income Plan to freeze future
benefit accruals under the Plan.  As a result, participants under
the Plan do not earn additional pension benefits based on future
service or compensation, Mr. Poos noted.

The Debtors estimate that as of December 31, 2008, the Retirement
Income Plan had about 23,000 participants and had assets worth
about $828 million.

According to Thomas Driscoll III, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware, the $4.9 million consists of
$1.2 million and $3.7 million in minimum funding contributions
that will come due on April 15 and July 15, 2009, respectively.

In light of the freezing of future benefit accruals as of
January 1, 2008, the Debtors believe the April 2009 and July 2009
Minimum Funding Contributions represent payments that amortize the
cost of liabilities accrued before the Petition Date and thus,
constitute prepetition obligations of the Debtors.

Mr. Driscoll said that a standard termination of the Retirement
Income Plan would result in a significant cost to the Debtors'
estates as opposed to maintaining the Plan.  He added that since
the Plan is "underfunded on a termination basis," the Debtors
cannot seek a standard termination unless they fund the Plan
benefit liabilities.

"Although the plan sponsors are currently in the process of
determining how much it would cost to fully fund the [benefit
pension] plan in the event of a termination, they currently
estimate the deficit for funding purposes to be approximately
$375 million," Mr. Driscoll said.

Failure to pay the April and July 2009 Minimum Funding
Contributions could also prompt the Pension Benefit Guaranty
Corporation to seek an involuntary termination of the pension
plan in a district court that would cause the Debtors to incur
significant litigation costs, Mr. Driscoll points out.

In his order, Judge Gross clarified that if the Official Creditors
Committee determine that the July Funding Contribution should not
be made, then no later than 10 business days before the last date
by which the contribution must be made without penalty, the
Committee will notify the Debtors in writing of that opposition
and the reasons for it and the Debtors will be required to seek a
further Court order with respect to that payment and the
Committee's objection to it.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wants Chubb to Pay D&O Defense Costs
-----------------------------------------------------
At the request of Nortel Networks Inc. and its debtor affiliates,
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorizes Chubb Insurance Company of Canada to pay
litigation defense costs and fees covered under their Executive
Protection Policy with Chubb.

The Debtors relate that they availed of Executive Protection
Policy No. 8091-66-46I from Chubb Insurance in 1999 to provide
coverage for fees and costs that their directors and officers may
incur from litigation commenced under the Employee Retirement
Income Security Act.  The Policy provides a primary layer of
coverage of up to $30 million.  The policy period of the Chubb
Policy commenced on March 3, 1999, and extended through March 2,
2003.  Because the Chubb Policy is a claims-made policy, it only
covers claims made or deemed to be made during the relevant
policy period

Thomas F. Driscoll III, Esq., at Morris Nichols, Arhst & Tunnell
LLP, in Wilmington, Delaware, relates that the Debtors and
certain former and current Nortel directors and officers are
named as defendants in a class action entitled In Re Nortel
Networks Corporation ERISA Litigation, No. 3:03-MDL-1537.  The
plaintiffs in the ERISA Class Action allege that the Debtors and
their officers breached their duties under the Employee
Retirement Income Security, by:

  (1) offering company stock as an investment option in the
      employee benefit plan at issue when it was imprudent to do
      so;

  (2) failing to disclose the risks associated with investment
      in company stock;

  (3) failing to disclose or misrepresenting material
      information about the company; and

  (4) failing to monitor the conduct of other fiduciaries.

The ERISA Action is currently stayed under Section 362 of the
U.S. Bankruptcy Code and under the initial order of the Ontario
Superior Court of Justice.  The parties to the ERISA class action
agreed in December 2008 to stay the lawsuit in order to
participate in a second round of settlement mediation
proceedings.  The mediation was supposed to take place in
February 2009, but was canceled the Debtors filed for bankruptcy
protection and commenced insolvency proceedings under Canada's
Companies' Creditors Arrangement Act.  Before the ERISA Class
Action was stayed, parties to the litigation were engaged in
active discovery.

Mr. Driscoll relates that before the Petition Date, the Debtors
and Chubb Insurance agreed to split the Debtors' litigation
defense costs and fees relating to the ERISA Class Action on an
equal basis.  After the Petition Date, however, Chubb Insurance
made a decision to stop making the payment unless and until an
order is obtained from the Court confirming that the payment is
not a violation of the automatic stay provided under the
Bankruptcy Code.

In his order, Judge Gross authorized Chubb Insurance to compensate
various additional vendors, including Jackson Lewis, and to
reimburse litigation defense costs and fees incurred by the
Debtors and the other Insured under the Chubb Policy in connection
with the ERISA Class Action.  The automatic stay is amended solely
to allow those payments to be made.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH PORT: Wants Access to Cash Securing Loans with Fifth Third
----------------------------------------------------------------
North Port Gateway, LLC, asks permission from the U.S. Bankruptcy
Court for the Middle District of Florida use cash securing
repayment of Fifth Third Bank, N.A., loan.

In May 2007, the Debtor entered into various loan agreements, as
amended, with Fifth Third and executed various loan documents
memorializing the terms of the borrowings, as amended.  Pursuant
to the loan documents, Fifth Third was to provide certain
scheduled construction draws and tenant improvement draws to the
Debtor.

As of the petition date, Fifth Third contends that it is owed
approximately $20 million under the loan documents.

The Debtor believes that Fifth Third will assert (a) that it has
perfected security interests in or mortgages on all property and
assets of the Debtor and (b) that its perfected security interests
and mortgages enjoy priority over all other liens, other than
property taxes.

The Debtor proposes to use the cash collateral for these purposes:

   a) care, maintenance and preservation of the Debtor's assets;
   b) payment of necessary business expenses;
   c) continued business operations; and
   d) completing the tenant build-outs for leases of the Center.

The Debtor submits that the proposed utilization of the cash
collateral will not impair Fifth Third's position.  In particular,
the Debtor submits that the maintenance of the Center and
completion of the remaining build-outs will enhance Fifth Third's
position.

The Debtor proposes to grant to Fifth Third as adequate protection
replacement liens on all assets acquired by the Debtor or the
estate on or after the Petition Date to the same extent, validity,
and priority held by Fifth Third as of the petition date.

                   About North Port Gateway, LLC

Headquartered Sarasota, Florida, North Port Gateway, LLC is a
developer of an 88-acre retail and office project called Sumter
Crossing.  The Debtor filed for Chapter 11 protection on March 30,
2009 (Bankr. M. D. Fla. Case No. 09- 06029).  Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtor for its restructuring
efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


NORTH PORT: Wants to Hire Stichter Riedel as Bankruptcy Counsel
---------------------------------------------------------------
North Port Gateway, LLC, asks permission from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Stichter,
Riedel, Blain & Prosser, P.A., as counsel.

Stichter Riedel will:

   a) render legal advise with regards to the Debtor's powers and
      duties as debtor-in-possession, the continued operation of
      the Debtor's business, and the management of its property;

   b) prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers;

   c) appear before the Court, any appellate courts, and the U.S.
      Trustee to represent and protect the interests of the
      Debtor;

   e) represent the Debtor in all adversary proceedings,
      contested matters, and matters involving administration of
      this case, both in federal and in state courts;

   f) represent the Debtor in negotiations with potential
      financing sources and prepare contracts, security
      instruments, or other documents necessary to obtain
      financing; and

   g) perform all other legal services that may be necessary for
      the proper preservation and administration of this
      Chapter 11 case.

The hourly rates of lawyers working in the case are:

     Don M. Stichter                $475
     Harley E. Riedel               $475
     Scott A. Stichter              $375

Mr. Stichter tells the Court that the hourly rates of other
professionals are:

     Partners                     $275 - $475
     Associates                   $210 - $275
     Paralegals                    $90 - $150

Mr. Stichter adds that Stichter Riedel received a $50,000 retainer
to be applied to services rendered.

Mr. Stichter assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Stichter can be reached at:

     Stichter, Riedel, Blain & Prosser, P.A.
     1342 Colonial Blvd Suite H57
     Fort Myers, Florida 33907-1009
     Tel: (239) 939-5518

                   About North Port Gateway, LLC

Headquartered Sarasota, Florida, North Port Gateway, LLC is a
developer of an 88-acre retail and office project called Sumter
Crossing.  The Debtor filed for Chapter 11 protection on March 30,
2009 (Bankr. M. D. Fla. Case No. 09- 06029).  The Debtor listed
assets and debts of $10 million to $50 million apiece.


NOVADEL PHARMA: Registers 8.9 Million Shares with the SEC
---------------------------------------------------------
NovaDel Pharma Inc. filed with the Securities and Exchange
Commission Amendment No. 2 to its Form S-3 Registration Statement
to register 8,934,075 shares of the Company's common stock.

The Company said the shares to be registered represents 8,934,075
shares of the Company's common stock underlying convertible notes
at a conversion price of $0.235 per share.  The Company also said
the prospectus covers resales by certain of its stockholders of up
to 8,934,075 shares of the Company's common stock for their own
accounts.

On May 6, 2008, NovaDel entered into a binding Securities Purchase
Agreement by and among ProQuest Investments II, L.P., ProQuest
Investments II Advisors Fund, L.P., and ProQuest Investments III,
L.P., as amended, to sell up to $4,000,000 of secured convertible
promissory notes and accompanying warrants to the Purchasers.

On May 30, 2008, NovaDel closed the initial portion of the
transaction for $1,475,000, representing no more than 5,000,000
shares of the common stock underlying the convertible notes, upon
receipt of approval from the NYSE Amex LLC (formerly known as the
American Stock Exchange), and satisfaction of customary closing
conditions.  The 5,000,000 shares, along with the prior securities
owned by the Purchasers, represented 19.8% of NovaDel's
outstanding common stock upon execution of the Securities Purchase
Agreement.

At NovaDel's Annual Stockholders' Meeting on September 8, 2008,
NovaDel sought and received stockholder approval to fund
additional amounts such that the total commitment, inclusive of
the amount at the Initial Closing, equals up to $4,000,000.  On
October 17, 2008, NovaDel closed the Subsequent Closing, for gross
proceeds of $2,525,000.

In the Initial Closing, NovaDel issued the convertible notes,
which convert into its common stock at a fixed price of $0.295 per
share subject to certain adjustments, and five-year warrants to
purchase 3,000,000 shares of NovaDel common stock, with an
exercise price of $0.369 per share.  The maturity date of the
convertible notes issued in the Initial Closing is November 30,
2008.

In addition, the documents provide that the warrants issuable at
the Initial Closing were subject to a cap on the number of shares
of common stock that can be issued upon the exercise of the
warrants to a maximum of 19.99% of NovaDel's outstanding common
stock at the time of exercise unless NovaDel received stockholder
approval in accordance with NYSE Amex rules.  NovaDel sought and
received such stockholder approval at its Annual Stockholders'
Meeting on September 8, 2008.

In the Subsequent Closing, NovaDel issued the convertible notes,
which convert into 10,744,681 shares of its common stock at a
fixed price of $0.235 per share subject to certain adjustments,
and five-year warrants to purchase 6,446,809 shares of its common
stock, with an exercise price of $0.294 per share.  The maturity
date of the convertible notes issued in the Subsequent Closing is
April 17, 2009.

The convertible notes accrue interest on their outstanding
principal balances at an annual rate of 10% per annum.  All unpaid
principal, together with any accrued but unpaid interest and other
amounts payable under the convertible notes, will be due and
payable upon the earliest to occur of (i) when such amounts are
declared due and payable by the Purchasers on or after the date
that is 180 days after the date of issuance; or (ii) upon the
occurrence of any change of control event.  At the option of the
Purchasers, interest may be paid in cash or in NovaDel common
stock.  If NovaDel pays interest in common stock, the stock will
be valued at the related conversion price for such convertible
note, and NovaDel will record interest expense based on the fair
value of the common stock.

At NovaDel's option, NovaDel can redeem without penalty or premium
a portion of, or all of, the principal owed under the convertible
notes by providing the Purchasers with at least 5 days' written
notice; provided that the Purchasers will retain conversion rights
in respect of the convertible notes for such period of 5 days
after we has given such notice.  Each prepayment will be
accompanied by the payment of accrued and unpaid interest on the
amount being prepaid, through the date of the prepayment.

NovaDel said its obligations under the convertible notes are
secured by all of its assets and intellectual property, with the
exception of certain excluded assets.  The excluded assets are (i)
those assets that are the subject of NovaDel's existing capital
leases -- approximately $419,000 in net book value of fixed assets
as of December 31, 2008, on which $148,000 of capital lease
obligations exist at December 31, 2008; (ii) the assets marked as
"Assets held for sale" on its balance sheets as of December 31,
2007 and December 31, 2008, which represented assets associated
with NovaDel's NitroMist(TM) product which is currently being
targeted for sale, the amount for which was $299,000 as of
December 31, 2008; and (iii) the assets marked as "Other Assets"
on NovaDel's balance sheets as of December 31, 2007 and December
31, 2008, which represented restricted cash held as security for
NovaDel's letters of credit and leased assets, the amount for
which was $259,000 as of December 31, 2008.

In association with the Closings, the Purchasers will be issued
warrants to purchase NovaDel common stock, exercisable six months
and one day from the date of issuance until their expiration on
the date that is five years from the date of issuance.  The
warrants issued to the Purchasers in the Initial Closing represent
the right to purchase the aggregate of 3,000,000 shares of NovaDel
common stock, with an exercise price of $0.369 per share.  The
warrants issued to the Purchasers in the Subsequent Closing
represent the right to purchase the aggregate of 6,446,809 shares
of NovaDel common stock, with an exercise price of $0.294 per
share.  The warrants provide a right of cashless exercise if, at
the time of exercise, there is no effective registration statement
registering the resale of the shares underlying the warrants.

The conversion rate of each convertible note and the exercise
price of the warrants are subject to adjustment for certain
events, including dividends, stock splits and combinations.

The Purchasers represented that they are "accredited investors"
and agreed that the securities issued in the 2008 Financing bear a
restrictive legend against resale without registration under the
Securities Act.  The convertible notes and warrants were sold
pursuant to the exemption from registration afforded by Section
4(2) of the Securities Act and Regulation D thereunder.

The gross proceeds of the sale will be up to $4,000,000, of which
$1,475,000 was funded at the Initial Closing and $2,525,000 was
funded at the Subsequent Closing.

A full-text copy of the Amendment is available at no charge at:

               http://ResearchArchives.com/t/s?3b52

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE
Alternext: NVD) -- http://www.novadel.com/-- is a specialty
pharmaceutical company developing oral spray formulations for a
broad range of marketed drugs.


NOVADEL PHARMA: J.H. Cohn Expresses Going Concern Doubt
-------------------------------------------------------
NovaDel Pharma Inc. reported its financial results for the year
ended December 31, 2008.

For the year ended December 31, 2008, the Company reported a net
loss of $9.6 million, compared to a net loss of $17.0 million, for
the year ended December 31, 2007.  Cash and cash equivalents
totaled $4.3 million at December 31, 2008.  The Company had
$7.31 million in total assets and $10.0 million in total
liabilities, resulting in $2.74 million in stockholders' deficit.

The Company filed with the SEC its Annual Report, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.

                        Financial Results

Total revenues for the full year 2008 were $361,000, as compared
to $469,000 for the year ended December 31, 2007.  The decrease
was primarily due to a milestone payment received in the year
ended December 31, 2007 from the Company's license agreement with
Velcera Pharmaceuticals.

Research and development expenses decreased from $11.9 million for
the year ended December 31, 2007 to $3.9 million for the year
ended December 31, 2008.  The decrease was primarily attributable
to lower expenses in the year ended December 31, 2008, related to
the Company's New Drug Application (NDA) for Zolpimis(TM)
indicated for the treatment of insomnia which was approved by the
FDA on December 19, 2008.

The Company has significantly reduced clinical development
activities on its product candidate pipeline, such that it has
limited its expenditures primarily to those required to support
its two approved products NitroMist(TM) and Zolpimist(TM) and
minor expenditures to support formulation development activities
for certain other products.  Consulting, selling, general and
administrative expenses decreased to $4.7 million for the year
ended December 31, 2008, as compared to $6.7 million for the year
ended December 31, 2007, as the Company continued efforts to
manage costs.  Total operating expenses for the year ended
December 31, 2008, were $9.0 million, as compared to $18.7 million
for the year ended December 31, 2007.

Interest income for the year decreased from $632,000 for the year
ended December 31, 2007, to $137,000 for the year ended
December 31, 2008, as a result of significantly lower balances of
cash and cash equivalents.

Interest expense for the year ended December 31, 2008, was
$1,868,000, of which $1,837,000 related to the convertible notes
that were issued during 2008.  This included $1,498,000 related to
the amortization of the debt discount related to the beneficial
conversion feature and fair value of the warrants, as well as
$213,000 related to the amortization of the deferred financing
costs.  Income tax benefit for 2008 and 2007 reflects proceeds
from the sale of state net operating losses.

A full-text copy of the Company's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3b51

                       About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE
Alternext: NVD) -- http://www.novadel.com/-- is a specialty
pharmaceutical company developing oral spray formulations for a
broad range of marketed drugs.


NJ AFFORDABLE: Founder Admits to $80-Mil. Real Estate Ponzi Scheme
------------------------------------------------------------------
The founder of NJ Affordable Homes Corp., a purported New Jersey
real estate investment business, pleaded guilty to defrauding
mortgage lenders and hundreds of investors of more than $80
million through a Ponzi scheme, David Voreacos of Bloomberg News
reported.

According to court papers, on April 9, 2009, 61-year old Wayne
Puff admitted in federal court in Newark, New Jersey, that he
conspired from 1998 to 2005 to get $120 million from investors by
falsely touting the company's profits and relying on phony
mortgage documents.

"He's extremely remorseful," Thomas Moran, a lawyer for Mr. Puff,
said in an interview.  "Mr. Puff's initial intention was to create
a program that allowed for affordable homes for those of low- and
middle-income.  Because of outside pressures and financial
conditions, the initial plan became one of fraud."  Mr. Moran
added saying, "He was acting in desperation and in doing so
perpetrated the fraud. Mr. Puff accepts full responsibility and
personally apologized in court to those who suffered losses as a
result of his actions."

Bloomberg states that court papers show that Mr. Puff, who
promised investors annual returns as high as 22%, defrauded
lenders including Washington Mutual Inc., Greenpoint Mortgage
Funding Inc. and Credit Suisse Group AG. Records show Mr. Puff
admitted using investor money to pay for trips to the Cayman
Islands, credit-card expenses, restaurant meals, and investor
lawsuit settlements, Bloomberg said.

According to Bloomberg, Mr. Puff, who admitted conspiracy to
commit wire fraud, faces as many as 20 years in prison. U.S.
District Judge Jose Linares set sentencing for July 15.  Bloomberg
says Mr. Puff, who has been in custody since his arrest on June
10, is the 11th person to plead guilty in the case.

NJ Affordable Homes filed for bankruptcy after it was sued by the
U.S. Securities and Exchange Commission in 2005, Assistant U.S.
Attorney Justin Arnold said in an interview.


PLY GEM: S&P Assigns 'CCC' Unsolicited Corporate Credit Ratting
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
unsolicited corporate credit rating to Cary, North Carolina-based
Ply Gem Industries Inc. on an unsolicited basis.  The rating
outlook is negative.

At the same time, S&P assigned an unsolicited issue-level rating
of 'CCC' (the same as the corporate credit rating) to the
company's $700 million 11 3/4% notes due 2013, with a recovery
rating of '4', indicating S&P's expectation of average (30% to
50%) recovery for noteholders in the event of a payment default.
In addition, S&P assigned an unsolicited issue-level rating of
'CC' to the company's $360 million senior subordinated notes due
2012, with a recovery rating of '6', indicating negligible
recovery (0% to 10%) for noteholders in the event of a payment
default.

"The 'CCC' corporate credit rating reflects our assessment that
Ply Gem may not be able to service its current capital structure
over the intermediate term, given our expectation for difficult
operating conditions to continue due to the ongoing slump in
residential construction," said Standard & Poor's credit analyst
Thomas Nadramia.  As a result, S&P estimates that during 2009, Ply
Gem's EBITDA could decline to less than $100 million, resulting in
a cash flow shortfall after accounting for interest expense, which
is almost $115 million, and capital expenditures, which S&P
estimates will total between $10 million and
$15 million.  In light of this operating expectation, S&P is
concerned that the company could seek a restructuring of its debt
obligations in order to reduce its high debt leverage and interest
burden over the near term.

The ratings on Ply Gem reflect its heavy debt burden, somewhat
aggressive financial policy, highly competitive and cyclical
markets, and difficult operating conditions.  The ratings also
reflect Ply Gem's weaker overall financial profile resulting from
the continuing downturn in new residential construction and repair
and low demand for remodeling, as well as S&P's expectation that
these markets will remain sluggish for the rest of 2009 and
possibly into 2010.


PMH GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PMH Group, Inc.
        3427 Recker Highway
        Winter Haven, FL 33880

Bankruptcy Case No.: 09-05532

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sidwell, LLC                                       09-05537

Chapter 11 Petition Date: March 25, 2009

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

Judge: Caryl E. Delano

Debtor's Counsel: Bernard J. Morse, Esq,
                  Morse & Gomez PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  Email: chipmorse@morsegomez.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Michael C. Sidwell, president of the
Company.


PMI MORTGAGE: Fitch Downgrades IFS Rating to 'BB'
-------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength rating
of CMG Mortgage Insurance Company to 'A+' from 'AA' and removed
the rating from Rating Watch Negative.  The Rating Outlook is
Negative.

CMG MI is jointly owned by CUNA Mutual Investment Corp. (a
subsidiary of CUNA Mutual Insurance Society) and PMI Mortgage
Insurance Co.  The rating action resolves the Rating Watch
Negative assigned to CMG MI on March 6, 2009 as a result of the
downgrade of CUNA Mutual's IFS rating on that date to 'A' from
'AA-'.  Subsequent to placing CMG MI's rating on Rating Watch
Negative, Fitch also downgraded the IFS rating of PMI Mortgage
Insurance Co. to 'BB' from 'BBB+'.

The rating action reflects Fitch's view that CMG MI is now
operating with a capital level that is consistent with an 'A'
rating.  If CMG MI's parent companies were unable or unwilling to
perform under the current capital support agreement if it were to
be needed by CMG MI, or if the parent companies attempted to
withdraw capital from CMG MI, further downgrades would be likely.
While CMG MI did not pay dividends to its parent companies in 2008
and Fitch expects that CMG MI will not pay dividends in 2009, the
financial pressure at both parents weakens the protection that
Fitch has historically attributed to the 50/50 ownership
structure.  Fitch also notes that CMG MI relies on PMI for
operational support and that any decrease in that support would be
viewed as a credit negative for CMG MI.

In addition to its capital base, CMG MI currently operates with a
capital support maintenance agreement in which each parent company
would provide up to $37.65 million of additional capital if CMG
MI's risk-to-capital ratio exceeds 19 to 1.  However, given the
capital constraints facing both parent companies, there is
heightened uncertainty as to whether this capital would be
forthcoming.

The mortgage insurance industry as a whole faces continuing
challenges, including rising unemployment, home price depreciation
and limited access to refinancing options for homeowners which in
turn have contributed to rising delinquencies and losses within
insured portfolios.  While CMG MI's insured portfolio has
performed well relative to the rest of the MI industry, with
delinquencies accounting for 2.5% CMG MI's policies compared to a
range of 8%-14% for other MI companies at year end 2008, Fitch
expects that CMG MI will experience further insured portfolio
deterioration on the 2008 and prior vintages for the foreseeable
future.

Positively, Fitch recognizes that CMG MI has tightened its
underwriting standards and implemented pricing changes that will
likely cause future business to be more profitable.  Additionally,
the current operating environment has resulted in increased credit
union membership as a result of stress at other financial
institutions, leading to an uptick in first-lien mortgage
originations at credit unions, which will provide CMG MI with the
opportunity to maintain business volume in spite of tighter
underwriting standards and higher pricing.

Fitch also recognizes the potential impact from the various
initiatives by the U.S. government to stabilize the U.S. housing
market, however, the timing and impact of any such initiatives
remains uncertain.

CMG MI provides mortgage insurance to credit unions nationwide. On
Dec. 31, 2008, CMG MI reported consolidated statutory assets of
$431 million, statutory capital (including contingency reserves)
of $331 million and $5.4 billion of net risk-in-force.  The
company's risk-in-force to statutory capital ratio was 16.4 to 1.

Fitch has downgraded this rating:

CMG Mortgage Insurance Company

  -- IFS to 'A+' from 'AA'.

The Rating Outlook is Negative.


POLAROID CORP: Auction to Be Reopened for a Second Time
-------------------------------------------------------
Erik Larson of Bloomberg News reports that Polaroid Corp. must try
again to auction off its assets after failing to win a judge's
approval for a $56.3 million sale.

According to Bloomberg, on April 9, 2009, U.S. Bankruptcy Judge
Gregory Kishel issued the decision at a hearing in St. Paul,
Minnesota, where Polaroid sought approval to sell itself to a
joint-venture of two liquidation firms, Hilco Consumer Capital LP
of Toronto and Gordon Brothers Brands LLC of Boston.  It was the
second time in a week the auction was reopened after Polaroid
picked a buyer.

Private-equity firm Patriarch Partners LLC, the losing bidder at
an extended auction this week, filed papers April 9 saying the
auction should be reopened so it could increase its bid again to
$55.7 million in cash and 15% equity in the new company valued at
$9.75 million, Bloomberg said according to Patriarch spokesman
Taylor Griffin.

Patriarch argued its offer was better for Polaroid because the
liquidators planned to fire employees and halt innovation at the
company. Bloomberg noted that Judge Kishel said he would supervise
another auction in his courtroom on April 16.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


POWER EFFICIENCY: Faces Cash Crunch, Issues Bankruptcy Warning
--------------------------------------------------------------
Power Efficiency Corp. announced its 2008 yearend financial
results and updated stockholders about the company's progress.

Power Efficiency said it has suffered recurring losses from
operations, and experienced a deficiency of cash of roughly
$3,100,000 and $2,851,000 from operations for the years ended
December 31, 2008 and 2007, respectively.  For the years ended
December 31, 2008, and December 31, 2007, Power Efficiency had net
losses of $3,948,204 and $3,891,795, respectively.  In its
Auditor's Report dated March 30, 2009, on its December 31, 2008
financial statements, the auditors -- Sobel & Co. LLC, in
Livingston, New Jersey -- have stated that these factors raise
substantial doubt about the Company's ability to continue as a
"going concern".

Power Efficiency said its continuation as a "going concern" is
dependent upon achieving profitable operations and related
positive cash flow and satisfying its immediate cash needs by
external financing until it is profitable.  Power Efficiency said
its plans to achieve profitability include developing new
products, obtaining new customers and increasing sales to existing
customers.

"We are seeking to raise additional capital through equity
issuance, debt financing and other types of financing, but we
cannot guarantee that sufficient capital will be raised," Power
Efficiency said.

Power Efficiency warned that if it is unable to obtain it on
reasonable terms, it would be forced to restructure, file for
bankruptcy or cease operations.

Power Efficiency is wary that, although it has an arrangement with
an outsourced production facility to manufacture its products, has
established relationships with suppliers, and has received
contracts for its products, it may experience difficulties in
production scale-up, product distribution, and obtaining and
maintaining working capital until such time as its operations have
been scaled-up to normal commercial levels.  Power Efficiency has
not had a profitable quarter in the past three years and it cannot
guarantee it will ever operate profitably.  For the year ended
December 31, 2008, the Company's total revenues were $480,513, and
for the year ended December 31, 2007, its total revenues were
$490,510.

At the present time, the Company does not have a bank line of
credit, which further restricts its financial flexibility.

As of December 31, 2008, the Company had $4.61 million in total
assets and $568,457 in total liabilities.

A full-text copy of the Company's Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3b53

                        E-Save Technology,
                           2009 Outlook

The Company said its technology platform, called E-Save
Technology(R), reduces the amount of electricity used by electric
motors that are at times lightly loaded and operate at a constant
speed.  Power Efficiency estimates E-Save Technology has the
potential to save $1.7 billion in electricity a year in industrial
applications in the U.S. alone.

In 2008, the Company released two digital products based on this
technology and made significant refinements to them.  One product
is a Three Phase Motor Efficiency Controller, which improves the
efficiency of motors in escalators, elevators, granulators, saws,
stamping presses, conveyors, crushers and many other applications.
The digital version of this product was released in the second
half of 2008.  This digital product is a much more complex and
complete product than the historical analog product. The digital
incorporates many more motor control features and capabilities
which are necessary to have the product adopted on a large scale
by OEMs.

The second product is a Single Phase MEC, which is targeted at
small motors in clothes washers and dryers, as well as other
appliances and light commercial equipment.  The Company made
significant improvements to the products and significantly
improved the efficacy and functionality of E-Save Technology, and
has filed three utility patents to date on new inventions.

During 2008, the Company also focused its long term business
development efforts for its Three Phase MEC toward large volume
contracts with original equipment manufacturers (OEMs).  As
discussed in a letter from the CEO, Steven Strasser, to
stockholders in February, the Company believes it will soon
complete the first of these initial OEM agreements.

In brief, the Company's marketing strategy is to:

   -- First, have a very limited sales force targeting end-users
      in several select markets -- vertical transportation
      (elevators and escalators), plastics and rock industries.

   -- Once initial market penetration has been accomplished,
      including sales to recognized industry leaders, the Company
      moves up the industry value chain to target larger volume
      channels, such OEMs of equipment that can be made more
      efficient with an MEC, targeted distributors who sell motor
      controls, and ultimately other manufacturers of motor
      controls.

The Company's Single Phase MEC is targeted toward OEMs of white
goods and other residential and light commercial appliances, as
well as single phase motor control manufacturers.  The Company has
begun discussions with several OEMs directly, including global and
regional appliance and/or appliance motor manufacturers, and
signed an agreement with IXYS Corporation for developing markets
for the Single Phase MEC.

Steven Strasser, Chairman and CEO, stated, "We believe 2009 will
be a very exciting year for the Company.  We have successfully
progressed through extensive testing and negotiations with several
OEMs in the vertical transportation market."

"The Company will be providing products to these OEMs for new
equipment, modernization and aftermarket retrofit sales.  Some
OEMs are also considering using MECs on some types of elevators,
which would add significant sales.  We believe these agreements
can provide the basis for a predictable and consistent revenue
stream for the Company for years to come.  Power Efficiency's MECs
based on E-Save Technology are starting to be as a recognized
energy saving technology within the industry.  We are working with
other major global escalator OEMs on specific end-user projects
and are optimistic we can ultimately establish OEM agreements with
them as well.  In addition to working with some of the major OEMs,
Power Efficiency is also proceeding through testing with several
second tier vertical transportation OEMs and expects to complete
agreements later in 2009.

"We were very pleased to see our first sales of the digital three
phase product to major customers in industrial markets in 2008.
These customers are leaders in the plastics and mining markets.
Many of these large industrial companies have begun `green'
initiatives and we offer a compelling solution for their energy
savings goals.  The sales in these markets have spurred interest
from OEMs and we are now discussing potential supply agreements
with OEMs in these markets. We were also pleased that in 2008, the
digital product, which we expect will comprise the vast majority
of revenue going forward, had a contribution margin (revenue minus
direct material and labor costs) over 50%."

The Company's main goals for 2009 include:

    -- Completing agreements with several OEMs for the Three
       Phase MEC and developing these channels to produce a high
       volume of predictable revenue.

    -- Completing agreements with OEMs for the Single Phase MEC
       and commencing co-development efforts.

    -- Proving the efficacy of E-Save Technology for saving
       energy on numerous new industrial applications.

Mr. Strasser continued, "Energy efficiency has appropriately come
to the foreground as one of the primary solutions to our global
energy and environment problems.  This holds great potential
benefit for Power Efficiency.  Enacting cap-and-trade regulation
of CO2 emissions, as has been proposed by the Obama Administration
and many members of Congress, could greatly benefit the Company.
Saving energy reduces CO2 emissions, so enacting a cap-and-trade
system should mean MECs provide customers cash flows from energy
savings and from CO2 emissions savings."

"The Company recently won a 2009 Innovation of the Year Award for
E-Save Technology from Frost & Sullivan, a leading research and
market analysis firm with more than 1,700 industry consultants,
market research analysts, technology analysts and economists.
Frost & Sullivan's research indicates energy efficiency has become
one of the top concerns for purchasers of electric motors and
motor controls."

"Although the current economic conditions had some impact on our
direct sales to end users, interest in energy efficiency from the
OEMs continues to be strong. Many OEMs are searching for ways to
cost-effectively make their products more efficient because their
customers are increasingly demanding efficiency.  Between the
progress with OEM contracts and the increasing focus on energy
efficiency, we are very excited about 2009 being a very important
year for the Company."

                    About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF) --
http://www.powerefficiency.com/-- is a green energy company
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15-35% in appropriate application

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Livingston, N.J.-based Sobel & Co., LLC, expressed substantial
doubt about Power Efficiency Corporation's ability to continue as
a going concern after the firm audited the company's financial
statements for the year ended December 31, 2007.  The auditing
firm pointed to the company's recurring losses from operations and
deficiency of cash from operations.

The Company suffered recurring losses from operations, a recurring
deficiency of cash from operations, including a cash deficiency of
approximately $2,425,000 from operations for the nine months ended
September 30, 2008.  While the Company appears to have adequate
liquidity at September 30, 2008, there can be no assurances that
such liquidity will remain sufficient.


PRINCE GEORGE'S COUNTY: Fitch Affirms 'CC' Rating on Bonds
----------------------------------------------------------
Fitch Ratings has affirmed the rating of 'CC' on $74.5 million
Prince George's County, Maryland, project and refunding revenue
bonds, series 1994, issued on behalf of Dimensions Health
Corporation and Subsidiaries.

The affirmation of 'CC' reflects the continued relative stability
of DHC's financial profile due to the ongoing financial support of
the state of Maryland (rated 'AAA' with a Stable Outlook by Fitch)
and Prince George's County (rated 'AA+' with a Stable Outlook by
Fitch) and the continuing efforts to provide long-term
stabilization of DHC's operations.  Operating performance
continues to be poor; in fiscal year ending June 2008, the system
received a 'going concern' opinion in its audited financial
statements for the fourth consecutive year citing liquidity
concerns and the system's unfunded pension liabilities.  DHC lost
$3.5 million from operations (negative 1% operating margin) in
fiscal 2008, after $17 million in governmental support, producing
an operating EBITDA margin of 2.3%. Investment earnings of $1.5
million reduced the bottom loss to $2 million (negative 0.5%
excess margin).  Coverage of maximum annual debt service dropped
to 1.6x vs 3.9x in the prior year.  According to bond documents,
DHC's rate covenant is set at 1.10 times maximum annual debt
service. Failure to meet the rate covenant for two consecutive
years is considered an event of default.  Liquidity was weak at
20.8 days of cash on hand compared to 16.9 in the prior year.
Other liquidity ratios were also weak with a cushion ratio of 2.3x
and a cash to debt ratio of 25.5%.  For the eight month period
ending February 2009, the system earned $1.1 million in operating
income (0.4 operating margin) with an operating EBIDTA of 3.6% but
days cash on hand dropped to 11 days.  MADS coverage improved
slightly to 1.6x for the eight month period.

DHC, along with Greater Southeast, serves as one of two safety net
hospitals in Washington, D.C., providing for the essential
healthcare needs of the economically depressed, underinsured and
uninsured regional population.  Fitch believes that the
essentiality of DHC's role in serving the medical needs of the
region and the history of subsidization from the state and the
county provides some confidence that the possibility of imminent
bond default or hospital closure is unlikely.  Operating grants
from the state and county totaling almost $50 million since 2006
have supported DHC's operations, but a permanent solution is
critical for long-term stability.  To that end, both the state and
the county have agreed to continue to provide annual funding of
hospital operations of $24 million through May 2010.  The Prince
George's County Hospital Authority, created in 2007 to find a
viable partner for the system, is in discussion with several
potential candidates that may be interested in acquiring the
system.  In addition, the governor has also proposed approximately
$150 million of federal support for the system to fund capital
needs and to help facilitate either an acquisition or partner
relationship with potential buyers, however, the success of these
efforts is unknown at this point.

As of June 30, 2008 DHC's debt service reserve fund was fully
funded and all debt service payments are current.  DHC had $368
million in total revenues for the fiscal year 2008.  Fitch deems
DHC's disclosure practices as poor. DHC has not posted any recent
financial information on the NRMSIRs or its website, but financial
information was provided to Fitch upon request.


PULTE HOMES: Directors OK Definitive Merger Agreement With Centex
-----------------------------------------------------------------
The boards of directors of Pulte Homes, Inc., and Centex
Corporation unanimously approved a definitive merger agreement
under which the two firms will combine in a stock-for-stock
transaction valued at $3.1 billion, including $1.8 billion of net
debt.

In calendar year 2008, Pulte and Centex delivered more than 39,000
closings with combined pro forma revenues of $11.6 billion.  The
combined company will have the strongest liquidity position among
its peer group with more than $3.4 billion of cash as of March 31,
2009.  Pulte and Centex ended March with approximately $1.7
billion of cash each.

Under the terms of the agreement, Centex shareholders will receive
0.975 shares of Pulte common stock for each share of Centex they
own.  Based on the closing price of Pulte stock on April 7, 2009,
the transaction has a value of $10.50 per Centex share,
representing a premium of 32.6% to the 20-day volume weighted
average trading price of Centex's shares.  The combined company
currently would have an equity market capitalization of $4.1
billion and an enterprise value of $7.2 billion.  Upon closing of
the transaction, Pulte shareholders will own approximately 68% of
the combined company, and Centex shareholders will own
approximately 32%.

"Combining these two industry leaders with proud legacies into one
company puts us in an excellent position to navigate through the
current housing downturn, poised to accelerate our return to
profitability," said Pulte President and Chief Executive Officer
Richard J. Dugas, Jr.  "Centex's significant presence in the entry
level and move-up categories is complemented by Pulte's strength
in both the move-up and active adult segments, the latter through
our popular Del Webb brand.  Together we will have considerable
presence in more than 59 markets across America.  In addition,
both organizations share an unwavering focus on delivering
unparalleled customer satisfaction, maximizing the influence of
strong brands and setting new standards of achievement in
operational efficiency.

"The combination will also allow us to capitalize on the
opportunities presented by the addition of Centex's land positions
to Pulte's, including Centex's sizable holdings in both Texas and
the Carolinas, two areas that continue to exhibit strength in the
face of today's difficult housing market."  Centex Chairman and
Chief Executive Officer Timothy Eller said, "Today represents a
significant milestone in this industry's history as two leading
companies join forces.  We share common cultures and rich
traditions of delivering quality and value, doing the right thing
and exceeding the expectations of our customers.  We're proud to
begin writing this next chapter together.

"We are always looking for the best way to deliver more value to
all our stakeholders and drive the company forward.  We have had a
high regard for the Pulte management team and their performance
during this downturn, and I strongly believed that our
organizations would complement each other's strengths.  My
conversations with Richard reinforced that conviction.  We believe
this is the right combination at the right time in the business
cycle.  By acting decisively now, we're creating unrivaled
firepower to capitalize on the opportunities in homebuilding that
are now becoming visible on the horizon.  We will have a deeper
and more expanded presence that we are confident will allow us to
begin realizing the benefits of our combined scale immediately.
Moreover, our shareholders will receive an immediate premium for
their shares as well as participate in the upside potential of the
combined company," Mr. Eller said.

Complementary Portfolio of Brands

The combination of Pulte and Centex will offer exceptional homes
in well-designed communities that meet the desires of a cross-
section of customers, ranging from first-time buyers to Baby
Boomers.  Fox & Jacobs Homes, Centex Homes, Pulte Homes, DiVosta
Homes and Del Webb are all top brands known by entry level, first
move-up, second move-up and active adult purchasers throughout the
nation.  This powerful brand lineup is consistent with Pulte's
vision of creating the industry's best and most-recognized brands,
and leveraging their presence across America. The combined
organization will expand its geographic footprint to cover 59
markets, 29 states and the District of Columbia.
The two companies are the industry's recognized leaders in
customer satisfaction.  They are the only homebuilders to have
received the Platinum Award from J.D. Power & Associates for
excellence in customer satisfaction.

Efficiencies and Cost Savings

Pulte expects that efficiency gains and other savings from this
transaction should generate cost reductions of approximately
$350 million annually, consisting of approximately $250 million in
overhead savings and $100 million in debt expense relief,
resulting from the expected retirement of debt maturities in
excess of $1 billion prior to year-end 2009.  The company expects
to realize a significant portion of the estimated cost savings
during the first full year of operations after the transaction is
completed, with the full amount realized by the third year.  Pulte
also expects to realize additional savings opportunities through
production efficiencies and purchasing synergies.
The companies have confidence in the ability to achieve the
estimated efficiencies and cost savings based on Pulte's
successful track record of integration, including its acquisition
of Del Webb in 2001.  That acquisition, the largest of its kind at
the time, helped make Pulte the number-one builder of active adult
communities in America, the fastest-growing segment of home
buying.

Management, Board and Headquarters

Upon completion of the transaction, Mr. Dugas will assume the
positions of chairman, president and chief executive officer of
Pulte, Inc.  Mr. Eller will join the board of directors of Pulte
as vice chairman and will serve as a consultant to the company for
two years following the close of the transaction.  The board of
directors of Pulte will be expanded and will include four current
members from the Centex board, including Mr. Eller, and eight
members of the current Pulte board, including company founder and
current Pulte Chairman William J. Pulte.
To guide and ensure a successful transition, a transition
executive committee will be formed and will be headed by Mr. Dugas
and Mr. Eller.

The combined company will use the Pulte name and will be
headquartered in Bloomfield Hills. The company plans to maintain a
significant presence in Dallas.

Approvals and Timing

The transaction is subject to approval by Pulte and Centex
shareholders and the satisfaction of customary closing conditions
and regulatory approvals, including expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.  Certain Pulte and
Centex officers and directors, including Mr. Pulte, have agreed to
vote their shares in favor of the transaction. Pulte and Centex
expect to complete the transaction in the third quarter of
2009.The transaction is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.

Amendment of Pulte's Bylaws

As previously disclosed, Pulte is seeking approval at its 2009
annual meeting of shareholders of anamendment to its charter to
restrict certain transfers of shares of Pulte common stock in
order to preserve the tax treatment of Pulte's net operating
losses and other tax benefits. As an additional measure to address
any transfers that may occur prior to the adoption of a charter
amendment, Pulte's board of directors has amended Pulte's by-laws
to incorporate transfer restrictions substantially similar to
those reflected in the proposed charter amendment.

Advisors

Citi acted as lead financial advisor and Banc of America
Securities and Merrill Lynch and J.P. Morgan Securities Inc. acted
as financial advisors to Pulte and Sidley Austin LLP acted as
legal advisor.  Goldman, Sachs & Co. acted as financial advisor to
Centex and Wachtell, Lipton, Rosen & Katz acted as legal advisor.

                        About Pulte Homes

Based in Bloomfield Hills, Michigan, Pulte Homes Inc. (NYSE: PHM)
-- http://www.pulte.com/-- is one of America's home building
companies with operations in 50 markets and 26 states.  During its
58-year history, the company has delivered more than 500,000 new
homes. Pulte Mortgage LLC is also a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings: (i) IDR to 'BB+' from
'BBB-'; (ii) senior unsecured to 'BB+' from 'BBB-'; and (iii)
unsecured bank credit facility to 'BB+' from 'BBB-'.


PULTE HOMES: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings:

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+';
  -- Unsecured bank credit facility at 'BB+'.

The Rating Outlook remains Negative.

Fitch also placed Centex Corp.'s 'BB' IDR and senior unsecured
debt ratings on Rating Watch Positive as the company will
ultimately benefit from Pulte's credit profile upon completion of
the merger agreement.

The rating actions reflect the announced definitive merger
agreement under which PHM and CTX will combine in a $3.1 billion
stock-for-stock transaction (including $1.8 billion of net debt),
creating the largest homebuilder in the U.S.  Under the terms of
the agreement, CTX shareholders will receive 0.975 shares of PHM
stock for each CTX share they own.  Based on the closing price of
PHM's stock on April 7, 2009, the transaction has a value of
$10.50 per CTX share, representing a premium of 32.6% to the 20-
day volume weighted average trading price of CTX's shares.  Upon
closing of the merger, PHM shareholders are expected to own
approximately 68% of the combined company and CTX shareholders are
expected to own approximately 32%.  The transaction is expected to
close during the third quarter of 2009.

Upon completion of the merger, Richard Dugas, currently PHM's
Chief Executive Officer and President, will assume the positions
of Chairman, CEO and President of the combined company.  Tim
Eller, Chairman and CEO of CTX, will join PHM's board as vice
chairman and will serve as a consultant to the company for two
years following the close of the transaction.  PHM's board will be
expanded and will include four current members from the board of
CTX and eight current members of PHM's board.

The rating affirmation for PHM acknowledges that while the
company's leverage increases moderately as a result of the merger,
the combined company will have a strong liquidity position, a more
diversified product line, an expanded market presence in top
markets, and the potential for significant cost savings from
operating efficiencies.

On a proforma basis as of Dec. 31, 2008 the combined company will
have a debt to capitalization ratio of 61.1% and a net debt to
capitalization ratio of 44.9%.  Management indicated that it
intends to reduce debt by more than $1 billion by year-end 2009,
allowing the company to reduce its leverage.  PHM has an
established track record of financial discipline as leverage has
historically remained below 45% (on an annual basis).  However,
the erosion of shareholder's equity from non-cash real estate
charges and deferred tax valuation allowances has led to
untypically high leverage in 2008.  As of Dec. 31, 2008, PHM's
leverage as measured by debt to capitalization was 55% and its net
debt to capitalization ratio was 38%.  PHM's long term targeted
leverage range is 35-45%.  The combined company will have a strong
liquidity position with cash of approximately $3.4 billion as of
March 31, 2009, which will allow the company to pay down debt.

The combination of PHM and CTX further enhances PHM's broad
geographic and product diversity.  CTX's significant presence in
the entry level and first move-up categories complements PHM's
strength in both the move-up and active adult segments.  PHM's Del
Webb (active adult) segment is perhaps the best-recognized brand
name in the homebuilding business and continues to outperform the
company's traditional housing segment.  Together, PHM and CTX will
have considerable presence in more than 59 markets across the
country.  The increased size of the combined company is also
expected to result in cost savings from operating efficiencies.
PHM estimates that efficiency gains and other savings from the
transaction could generate cost reductions of approximately $350
million annually.

The combined company will control a roughly 4.8-year supply of
land based on latest 12 months deliveries, 82.6% of which will be
owned and the balance controlled through options.  Land holdings
will include more than 50,000 owned, finished lots.
Independently, PHM controlled approximately 5.7 years of land
(80.7% owned and 19.3% controlled through options) while CTX had a
3.8-year land supply (86.2% owned and 13.8% optioned) as of Dec.
31, 2008.

The Negative Outlook reflects the current very difficult U.S.
housing market and Fitch's expectations that the housing
environment remains challenging for the remainder of the year and
perhaps into 2010.  The Outlook also considers the integration
risk associated with a large acquisition.  Although PHM has
successfully integrated large acquisitions in the past, execution
risk remains in implementing a sizeable combination at a time when
the operating environment is expected to remain difficult for all
industry participants.  The combined company will have LTM
closings of approximately 39,000 homes, roughly twice the 21,000
homes delivered by PHM in 2008.  It is important to note that
PHM's management has had experience managing a much larger
operation in the recent past.  PHM delivered 45,600 homes in 2005
and 41,500 homes in 2006.  Fitch will continue to monitor
management actions, including progress on debt repayment,
achievement of cost savings from operating efficiencies, and
inventory management.  Divergence from management's stated goals
could have negative ratings implication.

Future ratings and Outlooks will also be influenced by broad
housing market trends as well as company specific activity, such
as land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and free cash flow trends and uses.


PULTE HOMES: Moody's Reviews 'Ba3' Rating for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of both Pulte Homes,
Inc. and Centex Corporation under review for possible downgrade,
including each company's corporate family rating of Ba3 and senior
unsecured rating of Ba3.  This review follows the announcement by
the two companies of their impending estimated $3 billion stock-
for-stock merger, with Pulte as the surviving entity.

The review will focus on the increased risks that the combined
entity will be assuming.  Specifically, Moody's will assess how
the combined land positions of the two companies -- already
considerably elevated at Pulte, less so at Centex -- will impact
the combined company in an industry that is i) reeling under the
weight of excess and slow moving inventories, declining orders,
elevated cancellation rates, significant and continuing pricing
pressures, and massive impairment charges, and ii) is trying to
buck the stiff headwinds bestowed by low consumer confidence,
rising unemployment, and credit markets that, while easing, still
remain as a major hurdle to a significant cohort of potential
homebuyers.  The review will also examine how the bank credit
agreements and public note indentures will affect the capital
structure of the combined entity.

The review will also focus on the likelihood that the apparent
benefits of the transaction do in fact materialize, including
operating synergies and product line and geographic
diversification benefits.

These ratings were put under review for possible downgrade:

  -- Ba3 corporate family ratings of both Pulte and Centex
  -- Ba3 probability of default ratings of both Pulte and Centex
  -- Ba3 senior unsecured debt ratings of both Pulte and Centex

Moody's last rating action for Pulte Homes, Inc. occurred on
November 26, 2008, at which time Moody's lowered the company's
corporate family rating to Ba3 from Ba2.  For Centex Corporation,
Moody's last rating action occurred on October 8, 2008, at which
time Moody's lowered the company's corporate family rating to Ba3
from Ba2.

Founded in 1950 and headquartered in Bloomfield Hills, Michigan,
Pulte Homes, Inc. is one of the country's largest homebuilders,
with total revenues and consolidated net income for the year ended
December 31, 2008 of $6.3 billion and ($1.5) billion,
respectively.

Founded in 1950 and headquartered in Dallas, Texas, Centex
Corporation is one of the country's largest homebuilders, with
operations in 74 markets across 22 states.  Total revenues and
consolidated net income for the trailing 12 months ended December
31, 2008 were approximately $5.3 billion and ($1.9) billion,
respectively.


PULTE HOMES: S&P Puts 'BB' Senior Debt Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate and
senior debt credit ratings on Pulte Homes Inc. on CreditWatch with
negative implications.  At the same time, S&P placed its 'BB-'
corporate credit and senior debt ratings on Centex Corp. on
CreditWatch with positive implications.

"The CreditWatch listings follow Pulte's announcement that is has
entered into an agreement to acquire Centex Corp. in a stock-for-
stock transaction valued at approximately $3.1 billion," said
credit analyst George Skoufis.  "We placed our ratings on Pulte on
CreditWatch negative because of the increase in financial leverage
that will occur as a result of the transaction.  Conversely, S&P
placed its ratings on Centex on Watch positive because of S&P's
higher rating on Pulte."

If the proposed transaction is completed as planned, S&P would
likely maintain the current 'BB' corporate credit rating on Pulte
if S&P believes the company can successfully reduce leverage to a
level that is comfortably below its 55% bank covenant limitation,
while also maintaining adequate liquidity post any debt
repurchases.  However, if in S&P's view, Pulte cannot comfortably
reduce leverage and/or is compelled to pursue another bank
amendment, S&P could lower the corporate credit rating one notch.

Standard & Poor's expects that, upon closing, Pulte will assume
Centex's approximately $3.1 billion in outstanding notes in a
manner such that there will be no rating distinction between these
notes and Pulte's existing notes.  Standard & Poor's will revisit
this issue when the ultimate capital structure is determined.


QPC LASER: Bristol Won't Proceed with Sale of Collateral for Now
----------------------------------------------------------------
QPC Lasers, Inc., received on April 3, 2009, a formal withdrawal
of the Notice of Disposition of Collateral from Bristol Investment
Fund, Ltd., acting as the collateral agent for the holders of QPC
Lasers' April 2007 10% Secured Convertible Debentures.

In the withdrawal notice, the collateral agent expressly reserved
any and all rights under the Security Agreement and other
agreements executed by and between Bristol and the Company,
including but not limited to the right to submit another notice of
disposition of collateral at any time.

QPC Lasers received a formal notice of Disposition of Collateral
from Bristol on March 24.  The agent notified the Company that it
would sell all or part of the Pledged Securities on April 6, 2009,
to the highest bidder.  The Pledged Securities consist of all of
the outstanding shares of Quintessence Photonics Corporation, the
Company's wholly-owned subsidiary which owns all of the Company's
operating assets.

                    About QPC Lasers, Inc.

QPC Lasers, Inc. designs and manufactures laser diodes through its
wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.

As reported by the Troubled Company Reporter on Dec. 15, 2008, QPC
Lasers, Inc., disclosed in a regulatory filing with the Securities
and Exchange Commission that as of Dec. 1, 2008, the Default Reset
Price is $0.0021.

The company is in default of its obligations under its 10% Secured
Convertible Debentures issued in April and May of 2007.  After an
Event of Default, the conversion price for the 2007 Debentures
will be decreased on the first trading day of each calendar month
thereafter until the Default Amount is paid in full, to a
conversion price equal to the lesser of (i) the conversion price
then in effect, or (ii) the lowest "Market Price" that has
occurred on any Default Adjustment Date since the date the Event
of Default began.  The "Market Price" is defined in the 2007
Debentures as the volume weighted average price of the common
stock during the ten consecutive trading days period immediately
preceding the date in question.


QPC LASER: Lintz Resigns as CFO and COO, But Keeps Board Seat
-------------------------------------------------------------
George Lintz has resigned as Chief Financial Officer and Chief
Operating Officer of QPC Lasers, Inc., effective as of April 6,
2009.

Mr. Lintz will remain as a member of the Board of Directors and
will serve as a consultant to the Company.

                    About QPC Lasers, Inc.

QPC Lasers, Inc. designs and manufactures laser diodes through its
wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA.  The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001.  The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.

As reported by the Troubled Company Reporter on December 15, 2008,
QPC Lasers, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that as of December 1, 2008,
the Default Reset Price is $0.0021.

The company is in default of its obligations under its 10% Secured
Convertible Debentures issued in April and May of 2007.  After an
Event of Default, the conversion price for the 2007 Debentures
will be decreased on the first trading day of each calendar month
thereafter until the Default Amount is paid in full, to a
conversion price equal to the lesser of (i) the conversion price
then in effect, or (ii) the lowest "Market Price" that has
occurred on any Default Adjustment Date since the date the Event
of Default began.  The "Market Price" is defined in the 2007
Debentures as the volume weighted average price of the common
stock during the ten consecutive trading days period immediately
preceding the date in question.


REDDY ICE: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.  S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.

As of Dec. 31, 2008, Reddy Ice had about $391 million of total
debt.

The downgrade is based on weaker-than-anticipated operating
performance and credit measures.  S&P estimates leverage (as
measured by adjusted debt to EBITDA) as of Dec. 31, 2008, was
6.1x.  In addition, S&P believes that ongoing weak macroeconomic
conditions throughout the U.S. will challenge the company's
ability to restore credit measures to S&P's previous expectations,
including leverage under 5x, and could constrain the currently
adequate cushion under Reddy Ice's bank financial covenants.

"We are concerned about the company's ability to improve credit
measures, amid the weak economy and volatile, although somewhat
improved, input costs," said Standard & Poor's credit analyst Jean
C. Stout.  S&P could lower the ratings in the near term if the
company's operating performance weakens further, resulting in
leverage approaching 7x and/or if its liquidity position becomes
constrained.  S&P estimate leverage would approach 7x if sales and
adjusted EBITDA fell by about 4%, respectively.

"We are unlikely to revise the outlook to stable over the near
term, unless Reddy Ice can maintain its current credit metrics,
including leverage of about 6x, and maintain adequate liquidity,
including cushion on its bank financial covenants and holding
company cash," she continued.


REGENT COMMUNICATIONS: S&P Junks Corporate Credit Rating From B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Covington, Kentucky-based Regent Communications
Inc. to 'CCC+' from 'B-'.  S&P also lowered its issue-level rating
on subsidiary Regent Broadcasting LLC's secured credit facilities
to 'CCC+' from 'B-', in accordance with the corporate credit
rating change.  At the same time, S&P placed these ratings on
CreditWatch with developing implications.

"The downgrade and CreditWatch listing reflects the company's
imminent need for an amendment to modify financial covenant levels
in order to cure an event of default under its credit agreement,"
said Standard & Poor's credit analyst Michael Altberg.  "Due to
lack of certainty whether Regent could remain within financial
covenant compliance in 2009, the company's auditors raised doubt
whether the company could continue as a going concern in its 10-K,
which triggered an event of default under the credit agreement."

"Developing" implications suggest that ratings could be affected
either positively or negatively, depending on whether Regent can
obtain an amendment and on what terms.  If the company is able to
obtain an amendment before the end of April, in which increased
interest rates do not significantly impede discretionary cash flow
or EBITDA coverage of interest and amended covenant levels are set
with sufficient headroom to allow for potential EBITDA declines in
the 20% to 25% range in 2009, S&P could raise the rating.  On the
other hand, if S&P become convinced that the company isn't making
meaningful progress towards an amendment well before its 30-day
cure period expires, S&P could lower the rating again.

For the fourth quarter of 2008, revenue and EBITDA decreased 5%
and 6%, respectively, as a 3% decline in operating expenses helped
to partially offset advertising weakness.  The company continues
to outperform the overall radio industry, which experienced
revenue declines of 11% for the fourth quarter and 13% in terms of
local and national advertising.  EBITDA coverage of interest was
good for the rating, at 2.5x as of Dec. 31, 2008.  Although S&P
acknowledges the company's adequate interest coverage metrics and
modest discretionary cash flow, which provide some flexibility
against increases in interest expense that could accompany an
amendment, S&P also view the coming year as holding major
difficulties for the radio industry until the recession bottoms
out.

In resolving the CreditWatch listing, S&P will continue to monitor
the company's negotiations with lenders and review the terms of a
potential amendment.


RELIANCE INTERMEDIATE: Moody's Withdraws 'Ba2' Rating on Financing
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating assigned to
the proposed financing of Reliance Intermediate Holdings LP.  The
rating has been withdrawn because the proposed financing was not
consummated.

Reliance Intermediate Holdings LP's rating was assigned by
evaluating factors believed to be relevant to the credit profile
of Reliance such as i) the business risk and competitive position
of the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, and iv) the issuer's history of achieving consistent
operating performance and meeting budget or financial goal.  These
attributes were compared against other issuers both within and
outside of Reliance's core peer group and Reliance's ratings are
believed to be comparable to ratings assigned to other issuers of
similar credit risk.

The last rating action was on November 13, 2007 when a Ba2 rating
was assigned to a US$293 million senior secured note to be issued
by Reliance Intermediate Holdings LP.

Headquartered in Toronto, Reliance Intermediate Holdings LP is a
partnership which was formed to acquire the business owned by UE
Waterheater Income Fund in 2007.


REVLON INC: Board Adds Ann Jordan, Increases Directors to 12
------------------------------------------------------------
Revlon, Inc.'s Board of Directors has increased the size of the
Board from 11 directors to 12 directors, and elected Ann D. Jordan
as company director, effective immediately.

Ms. Jordan's election will increase the number of independent
Directors on Revlon's Board to eight members, and Revlon will
continue to have a majority of independent Directors on its Board.

Ms. Jordan acts as a private consultant on various civic matters,
drawing from her past experience as a cultural and educational
leader, and also serves as a director, trustee or member for a
number of civic, public and private organizations. She serves as a
director of Catalyst Inc., a non-profit, membership organization
for women's business initiatives, and as an honorary trustee of
the University of Chicago and The Brookings Institution, a non-
profit, public policy organization based in Washington, D.C.

Ms. Jordan also currently serves as a director, trustee or member
of these organizations: The National Symphony Orchestra, Chairman;
Memorial Sloan-Kettering Cancer Center, Trustee; the National
Museum of African American History and Culture, Member; and WETA,
the Washington, D.C. public broadcasting station, Member.

From 1970 to 1987, Ms. Jordan's professional career was spent in
the areas of social work and education, including serving as a
Director of the Department of Social Services for Chicago Lying-In
Hospital at the University of Chicago Hospital Medical Center and
also as Field Work Assistant Professor at the University of
Chicago School of Social Service Administration.

Ms. Jordan has formerly served as a Director on the Boards of
several public companies, including: Johnson & Johnson, 1981-2007;
Citigroup, Inc. or its predecessors, 1989-2007; Automatic Data
Processing, Inc., 1993-2007; and Allied Security Services, LLC,
2007-2008.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti- perspirants/deodorants
and personal care products company.  The company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R) and Ultima II(R).) of Regulation S-K.

As of December 31, 2008, the Company's balance sheet showed total
assets of $813,400,000 and total liabilities of $1,926,200,00,
resulting in stockholders' deficit of $1,112,800,000.


RITE AID: Board Approves 2010 Cash Bonus Plan Targets
-----------------------------------------------------
The Compensation Committee of the Board of Directors of Rite Aid
Corporation approved on April 7, 2009, the adoption of the 2010
Bonus Plan, a cash bonus plan for the Named Executive Officers,
other corporate executive officers and key managers.

On April 8, 2009, the Board, upon the recommendation of the
Compensation Committee, approved the performance goals and target
bonus percentages under the 2010 Bonus Plan.  The 2010 Bonus Plan
contains a payout matrix for bonuses based on Rite Aid's
attainment of Adjusted EBITDA -- earnings, before interest, taxes,
depreciation, amortization and certain other adjustments.  Target
bonus levels for each participant that are defined as a percentage
of base pay were established.  Bonuses equal to a multiple of a
participant's target bonus will be paid based on Rite Aid's
achievement of the 2010 targets.  100% of the target bonus is
payable upon satisfaction of the fiscal year 2010 Adjusted EBITDA
targets.

Bonus payments under the 2010 Bonus Plan increase as performance
levels increase between the minimum -- $1.025 billion -- and the
maximum -- $1.150 billion -- Adjusted EBITDA targets.  Upon
satisfaction of the minimum Adjusted EBITDA target --
$1.025 billion -- the participant will receive 50% of the Adjusted
EBITDA bonus target and upon satisfaction of the maximum Adjusted
EBITDA target -- $1.150 million -- the participant will receive
200% of the Adjusted EBITDA bonus target, with increases between
the minimum and maximum targets.

In March, the Company appointed Marc A. Strassler as successor to
Robert B. Sari.  Mr. Strassler would serve as Executive Vice
President, General Counsel and Secretary, effective as of March 9,
2009.  Mr. Sari remained at the Company to assist in Mr.
Strassler's transition until April 8.

On June 11, 2008, Mr. Sari notified the Company that he intended
to leave his position as Executive Vice President, General Counsel
and Secretary to relocate back to Portland, Oregon, with his wife
and children.

Mr. Strassler previously served as Senior Vice President, General
Counsel and Corporate Secretary of Pathmark Stores, Inc., a
position he held from 1997 to 2007 when Pathmark was acquired by
The Great Atlantic & Pacific Tea Co., Inc.  Mr. Strassler served
as Vice President, General Counsel and Corporate Secretary of
Pathmark from 1987 to 1997.  Prior to that, Mr. Strassler held a
variety of positions with Pathmark dating back to 1974.

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2009,
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.


RITE AID: Posts $2.9 Billion Net Loss for Fiscal 2009
-----------------------------------------------------
Rite Aid Corporation reported financial results for the fourth
quarter and year ended February 28, 2009.

For the fourth quarter, the company reported revenues of
$6.7 billion, a net loss of $2.3 billion or $2.67 per diluted
share and adjusted EBITDA of $261.4 million.

Net loss for the quarter was impacted by significant non-cash
charges resulting from goodwill impairment, store impairment and
an additional tax valuation allowance against deferred tax assets.
These non-cash charges have no impact on the company's business
operations, liquidity, credit facilities or compliance with
existing debt covenants.  Excluding these non-cash charges, net
loss for the fourth quarter was $116.9 million or $0.14 per
diluted share.

The one-time non-cash goodwill impairment charge accounted for
$1.81 billion or $2.10 per diluted share of the fourth quarter net
loss.  Similar to the recent experiences of other companies, Rite
Aid was required by generally accepted accounting principles
(GAAP, SFAS No. 142) to take a goodwill impairment charge, which
is primarily the result of the company's sustained low stock price
and resulting market capitalization.  The company wrote off all of
its goodwill, of which approximately $1.2 billion is related to
the Brooks Eckerd acquisition.

Adjusted EBITDA, which is reconciled to net loss on the attached
table, of $261.4 million or 3.9% of revenues for the fourth
quarter compared to $276.3 million or 4.1% of revenues for the
like period last year.  The $14.9 million decline was caused by
higher union health and welfare contributions, higher occupancy
costs as a result of sale leaseback transactions and higher
accounts receivable securitization costs.

                    Fourth Quarter Highlights

-- Core Rite Aid pharmacy same store sales increases were strong
    in the fourth quarter and throughout the year, especially in
    light of the industrywide downturn in prescription sales and
    the increase in the company's dispensing of generic
    prescriptions, which negatively impacts sales but improves
    margin.

-- Pharmacy same store sales trends in the acquired stores
    improved every quarter in fiscal 2009, narrowing to a decline
    of 1.9% in the fourth quarter compared to a 2.6% decline in
    the third quarter.

-- The company generated positive cash flow from operations of
    $324.8 million in the fourth quarter.

-- Significant progress in reducing selling, general and
    administration (SG&A) costs continued in the fourth quarter.

-- FIFO inventory was $243.6 million lower in the fourth quarter
    compared to last year and $379.3 million lower than the third
    quarter of this year.

-- The company maintained access to accounts receivable
    financing with renewal and completion of first and second
    lien securitization facilities.

-- Net cash from operations, including inventory reduction, and
    reduced capital expenditures contributed to availability of
    $723.7 million under the company's revolving credit facility
    at year end.

"Despite continued weakness in the economy, we were able to
improve our business significantly in the second half of the year
as we completed the integration of Brooks Eckerd, enhanced our
management team and focused on strengthening our financial
position.  We made good progress operating our stores more
efficiently, taking costs out of the business and reducing working
capital, especially in the fourth quarter.  As a result, we ended
the year with our strongest liquidity position in more than a
year," said Mary Sammons, Rite Aid chairman and CEO.

Commenting on the goodwill impairment, Sammons said, "This is a
charge dictated by accounting rules.  We believe the impairment
related to the Brooks Eckerd acquisition is not a true reflection
of the long-term benefit we expect to see from our acquired
stores."

                   Fourth Quarter Summary

Revenues for the 13-week fourth quarter were $6.7 billion versus
revenues of $6.8 billion in the prior year fourth quarter.
Revenues decreased 1.7 percent, primarily as a result of 158 fewer
stores this quarter as compared to the previous fourth quarter.

Same store sales for the quarter decreased 0.1 percent over the
prior year 13-week period, consisting of a 2.0 percent decrease in
the front end and a 0.8 percent increase in the pharmacy. Pharmacy
sales included an approximate 301 basis point negative impact from
new generic introductions.  The number of prescriptions filled in
same stores decreased 0.9 percent, negatively impacted by the
acquired stores.  The number of prescriptions filled increased in
core Rite Aid stores.  Prescription sales accounted for 66.6
percent of total drugstore sales, and third party prescription
revenue was 96.3 percent of pharmacy sales.

Excluding the acquired Brooks Eckerd stores, same stores sales for
the 13-week fourth quarter increased 0.8 percent over the prior-
year period with front end same store sales decreasing
1.9 percent and pharmacy same store sales growing 2.4 percent.

At the Brooks Eckerd stores, same store sales for the 13-week
fourth quarter decreased 1.9 percent over the prior-year period.
Front end same store sales decreased 2.1 percent in the fourth
quarter and pharmacy same store sales decreased 1.9 percent.

The fourth quarter net loss of $2.3 billion or $2.67 per diluted
share compares to last year's fourth quarter net loss of
$952.2 million or $1.20 per diluted share. Excluding non-cash
charges, net loss for the fourth quarter was $116.9 million or
$0.14 per diluted share.  The significant non-cash charges include
1) a one-time non-cash charge of $1.81 billion or $2.10 per share
for goodwill impairment, 2) a non-cash income tax charge of $280.7
million or $0.33 per share from the recording of additional
valuation allowance against deferred tax assets and 3) a non-cash
charge of $85.8 million or $0.10 per share related to store
impairment.  These items accounted for $2.2 billion or $2.53 per
diluted share of the net loss.  The LIFO charge was $94.6 million
or $0.11 per share.  Last year's fourth quarter included a non-
cash charge of $894.9 million or $1.12 per share to record a
valuation allowance against deferred tax assets.

In the fourth quarter, the company opened 6 stores, relocated 10
stores, and closed 19 stores.  Stores in operation at the end of
the fourth quarter totaled 4,901.

                      Full Year Results

For the 52-week fiscal year ended February 28, 2009, Rite Aid had
revenues of $26.3 billion as compared to revenues of
$24.3 billion for the 52-week prior year.  Revenues increased
8.1%, primarily driven by an additional quarter of sales for the
Brooks Eckerd stores, which the company acquired on June 4, 2007.

Same store sales for the year, which include 39 weeks of the
acquired stores, increased 0.8 percent over the prior 52-week
comparable period.  This increase consisted of a 0.9 percent
front-end same store sales increase and a 0.7 percent increase in
pharmacy same store sales.  The number of prescriptions filled in
same stores decreased 0.96 percent, negatively impacted primarily
by the acquired stores.  Prescription revenue accounted for 67.2
percent of total sales, and third party prescription revenue was
96.3 percent of pharmacy sales.

Net loss for fiscal 2009 was $2.9 billion or $3.49 per diluted
share compared to last year's net loss of $1.1 billion or $1.54
per diluted share.  Excluding significant non-cash charges, net
loss for the year was $640 million or $0.79 per diluted share. The
significant non-cash charges include 1) a non-cash charge of $1.81
billion for goodwill impairment, 2) a non-cash income tax charge
of $307.7 million from the recording of additional valuation
allowance against deferred tax assets and 3) a non-cash charge of
$157.3 million related to store impairment.  These items accounted
for $2.2 billion or $2.70 per diluted share of the net loss.  The
LIFO charge was $184.6 million or $0.22 per share.

As computed on the attached table, adjusted EBITDA of
$965.1 million or 3.7 percent of revenues for the year compared to
$962.8 million or 4.0 percent of revenues for last year.

For the year, the company opened 33 new stores, relocated 56
stores, remodeled 70 stores, acquired 9 stores, and sold or closed
200 stores.  Stores in operation at the end of the year totaled
4,901.

                     Outlook for Fiscal 2010

The company said that in fiscal 2010 it will continue to focus on
its initiatives to grow profitable sales, reduce operating
expenses through additional efficiencies, improve working capital,
take unnecessary costs out of the business and reduce capital
expenditures.

"We are pleased with the results we have seen so far from these
initiatives, and expect them to deliver greater benefits in fiscal
2010 and help us manage through this difficult operating
environment," Ms. Sammons said.  "We are focused on improving cash
flows and expect to be in a position to start reducing our debt
this year."

Given the uncertainty of the retail environment, Rite Aid said it
expects sales to be between $26.3 billion and $26.7 billion in
fiscal 2010 with same store sales improving 0.5 to 2.5 percent
over fiscal 2009.

Adjusted EBITDA (which is reconciled to net loss on the attached
table) is expected to be between $1.025 billion and
$1.125 billion.  Accounts receivable securitization costs, which
accounted for $26 million of adjusted EBITDA in fiscal 2009, will
be excluded from adjusted EBITDA in fiscal 2010.

Net loss for fiscal 2010 is expected to be between $210 million
and $435 million or a loss per diluted share of $.26 to $.53.
Capital expenditures are expected to be approximately
$250 million.

              Update On Proposed Reverse Stock Split

Rite Aid has delayed effecting the company's proposed reverse
stock split following the NYSE suspension of its minimum share
price listing rule until June 30, 2009.  The suspension provides
the company with additional time and flexibility to regain
compliance with the rule.  Stockholders have approved a 1-for-10,
1-for-15 or 1-for-20 reverse stock split exchange ratio.

Per the rules of the suspension, Rite Aid can now regain
compliance by achieving the required $1.00 closing share price and
$1.00 average closing share price over the preceding 30
consecutive days on any of the following dates: April 16, 2009;
April 30, 2009; May 29, 2009; June 30, 2009; and August 17, 2009.
Rite Aid's Board of Directors will determine the exchange ratio
and timing of the reverse stock split, if implemented, prior to or
immediately following the end of the suspension period based on
market conditions, the company's share price and NYSE rules at
such time.  Rite Aid continues to be listed and trade as usual on
the NYSE.

                  About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain
with more than 5,000 stores in 31 states and the District of
Columbia.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2009,
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.


RIVIERA HOLDINGS: Files Non-Material Amendment to 2008 Form 10-K
----------------------------------------------------------------
Riviera Holdings Corporation filed Amendment No. 1 to the Annual
Report on Form 10-K for the year ended December 31, 2008,
originally filed on March 31, 2009, to correct the signatories to
the Original Filing.

Amendment No. 1 does not reflect events occurring after March 31,
2009, and does not update or modify in any way the results of
operations, financial position, cash flows or other disclosures in
the Company's Original Filing.

As reported by the Troubled Company Reporter, the Company received
a notice of default, from Wachovia Bank, National Association with
respect to the parties' Credit Agreement, dated June 8, 2007,
entered into by the Company; its subsidiaries Riviera Operating
Corporation, Riviera Gaming Management of Colorado, Inc. and
Riviera Black Hawk, Inc. with Wachovia, as administrative agent
and as the sole initial lender, before giving effect to loan
participations; Wells Fargo Foothill, Inc., as syndication agent;
CIT Lending Services Corporation, as documentation agent; and
Wachovia Capital Markets, LLC, as sole lead arranger and sole
bookrunner.

The Default Letter alleges that additional defaults and events of
default have occurred and are continuing, including, but not
limited to the Company's failure to deliver to the Administrative
Agent an audited financial statement without a "going concern"
qualification; the Company's failure to deliver to the
Administrative Agent a certificate of an independent certified
public accountant in conjunction with the Company's financial
statement; and  the occurrence of a default or breach under a
secured hedging agreement.

The Default Letter alleges further that in addition to the
Specified Events of Default, potential events of default exist as
a result of, among other things, the Company's failure to pay to
the Administrative Agent; accrued interest on the Company's LIBOR
rate loan on March 30, 2009; the commitment fee on March 31, 2009;
and accrued interest on the Companies alternate base rate loans on
March 31, 2009.

The Default Letter states that additional events of default will
occur under the Credit Agreement unless the LIBOR Payment is made
on or before April 2, 2009; and the March 31st Payments are made
on or before April 3, 2009.  The Company did not make these
payments before April 3, 2009.

The Credit Facility consists of a $225 million seven-year term
loan, and a $20 million five-year revolving credit facility under
which the Company can obtain extensions of credit in the form of
cash loans or standby letters of credit.  At the time of the
Notice, the outstanding balance on the Term Loan was $225.0
million and the outstanding balance on the Revolving Credit
Facility was $2.5 million.

The Administrative Agent has informed the Company that as a result
of the Specified Events of Default, all amounts owing under the
Credit Agreement hereafter bear interest, payable on demand, at a
rate equal to: (i) in the case of principal, 2% above the
otherwise applicable rate; and in the case of interest, fees and
other amounts, the ABR Default Rate which as of April 1, 2009 was
6.25%.  The Default Letter further states that at this time, no
Swingline Loans or additional Revolving Loans are available to the
Company.

                           Swap Agreement

The Company received a Notice of Event of Default and Reservation
of Rights dated April 1, 2009, from Wachovia in connection with an
alleged event of default under the ISDA Master Agreement, dated as
of May 31, 2007.

The Default Notice alleges that an event of default exists
pursuant to the Swap Agreement arising from the occurrence of an
event of default under the Credit Agreement and that the Company
failed to make payments totaling $2,149,614.88 to Wachovia with
respect to one or more transactions under the Swap Agreement.  The
Default Notice states the Company's failure to pay this overdue
amount on or before the third local business day after receipt of
the Default Notice will constitute an event of default under
Section 5 of the Swap Agreement.

The Company did not pay the overdue amount within the three-day
grace period.

The Company has said any default under the Swap Agreement
automatically results in an additional default interest of 1% on
any overdue amounts under the Swap Agreement.  This default rate
is in addition to the interest rate that would otherwise be
applicable under the Swap Agreement.  As of December 31, 2008, the
amount outstanding under the Swap Agreement was $30.2 million.

Las Vegas-based Riviera Holdings Corporation (NYSE Amex: RIV) owns
and operates the Riviera Hotel and Casino on the Las Vegas Strip
and the Riviera Black Hawk Casino in Black Hawk, Colorado.


ROBBINS BROS: Bid Protocol Approved; May 5 Auction Sale Set
-----------------------------------------------------------
The U.S. Bankruptcy Court approved on March 29, 2009:

  i) bid procedures for the sale of substantially all of the
     assets of Robbins Bros. Corporation other than certain
     assets related to the the Debtor's Chicago and Houston area
     stores, subject to competitive bidding; and

ii) payment of a $225,000 Break-Up Fee to Robbins Bros. Jewelry,
     Inc. (the "Buyer"), as a material inducement for its entry
     into an agreement for the purchase of the assets.

On March 3, 2009, the Debtor entered into an asset purchase
agreement with the Buyer, pursuant to which the Buyer agreed to
acquire the assets for the purchase price that is the sum of
(a)(i) all outstanding obligations under the Wells Fargo Facility
as of the closing date minus (ii) all Net Cash as of the closing
date and (b) $100,000, and (c) the assumption by buyer of the
assumed liabilities.

Competing bids are due not later than 4:00 p.m. ET on April 29,
2009.

If the Debtor receives more than one qualified bid, an auction
will be held on May 5, 2009, at 9:00 a.m. ET, at the offices of
Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th
Floor, Wilmington, DE 19899.

The sale hearing will be held on May 6, 2009, at 10:30 a.m. ET or,
if the successful bidder is not the Buyer and adequate assurance
objections are filed, on May 12, 2009, at 10:30 a.m. ET.  If the
sale hearing is held on May 12, 2009, as aforesaid, then adequate
assurance objections must be filed and served on or before May 11,
2009, at 4:00 p.m. ET.

A copy of the approved bid procedures is available at:

        http://bankrupt.com/misc/Robbins.BidProcedures.pdf

A copy of the Asset Purchase Agreement, dated as of March 3, 2009,
which is attached as Exhibit A to the Debtor's bid procedures
motion, is available at:

        http://bankrupt.com/misc/Robbins.BPmotionPart1.pdf

        http://bankrupt.com/misc/RobbinsBPMotionPart2.pdf

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C. serves as Investment Banker.

Carl N. Kunz, III, Esq., and Ericka Fredricks Johnson, Esq., at
Morris James LLP, represent the Official Committee of Unsecured
Creditors as counsel.

In its schedules, the company listed total assets of $56,916,534
and total debts of $59,221,129.


ROBBINS BROS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Robbins Bros. Corporation filed with the U.S. Bankruptcy Court for
the District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           $56,916,534
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $44,116,967
     Secured Claims
  E. Creditors Holding                               $782,948
     Unsecured Priority
     Claims
  F. Creditors Holding                            $14,321,214
     Unsecured Non-priority
     Claims
                                   ----------     -----------
TOTAL                             $56,916,534     $59,221,129

A copy of Robbins Bros. Corporation's schedule of assets and
liabilities is available at:

        http://bankrupt.com/misc/RobbinsBros.Schedules.pdf

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C., serves as Investment Banker.

Carl N. Kunz, III, Esq., and Ericka Fredricks Johnson, Esq., at
Morris James LLP, represent the Official Committee of Unsecured
Creditors as counsel.


ROKAYOZA INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rokayoza Inc
        P.O. Box 2063
        San Sebastian, PR 00685

Bankruptcy Case No.: 09-02210

Chapter 11 Petition Date: March 25, 2009

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

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Salvador Tio Fernandez, Esq.
                  Calle Acosta 97 Altos
                  Caguas, PR 00726
                  Tel: (787) 390-7880
                  Fax: (787) 746-3895
                  Email: salvadorelias@yahoo.com

Total Assets: $5,797,261

Total Debts: $5,012,775

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

            http://bankrupt.com/misc/azb09-00557.pdf

The petition was signed by Wilson Irizarry Santiago, president of
the Company.


SALANDER-O'REILLY: Gallery Director Steven Harvey Pleads Guilty
---------------------------------------------------------------
Philip Boroff and Lindsay Pollock of Bloomberg News report that a
director of Salander-O'Reilly Galleries LLC -- whose proprietor
has been charged with stealing $88 million from investors,
collectors and Bank of America Corp. -- pleaded guilty to
falsifying business records.

Bloomberg reports that according to court papers, 50-year old
Steven Harvey made the plea on March 13, two weeks before Lawrence
B. Salander, proprietor of Salander-O'Reilly Galleries, was
arrested on a 100-count indictment.  Mr. Harvey pleaded guilty to
falsifying business records in the first degree, a felony.

The office of Manhattan District Attorney Robert Morgenthau and
Harvey's lawyers "have been negotiating for quite a while to reach
an agreement that was amenable to both parties," Assistant
District Attorney Micki Shulman said on March 13, according to a
court transcript.

Mr. Harvey was released without bail, in contrast to Mr. Salander,
who pleaded not guilty on March 26 and was required to post a $1
million bond for his freedom, Bloomberg said. According to the
court transcript, Mr. Harvey agreed to pay restitution of $507,800
over three years.

Bloomberg points out that if he makes the payments and commits no
additional crimes, he will be permitted to withdraw the felony
plea for a misdemeanor and serve no time. According to the plea
agreement, the maximum sentence for falsifying business records in
the first degree is imprisonment for up to four years, plus
monetary sanctions.

                   About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SEEQPOD INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: SeeqPod, Inc.
        13998 Shadow Oaks Way
        Saratoga, CA 95070

Bankruptcy Case No.: 09-52226

Chapter 11 Petition Date: March 30, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Scott L. Goodsell, Esq.
                  Campeau, Goodsell Smith
                  440 N. 1st St. #100
                  San Jose, CA 95112
                  (408) 295-9555
                  Email: sgoodsell@campeaulaw.com

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

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

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

            http://bankrupt.com/misc/canb09-52226.pdf

The petition was signed by Kasian Franks, CEO of the Company.


SHINGLE SPRINGS: S&P Gives Negative Outlook; Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
El Dorado County, California-based Shingle Springs Tribal Gaming
Authority to negative from stable.  S&P affirmed all of its
ratings on the Authority, including the 'B' issuer credit rating.
The Authority is an unincorporated governmental authority of the
Shingle Springs Band of Miwok Indians, which was created to
develop and operate the Red Hawk Casino near Sacramento,
California.

"The outlook revision reflects our concern that the Red Hawk
Casino, which opened on Dec. 17, 2008, will experience a slower
than originally expected ramp-up in operating performance due to
the currently weakened state of the economy and the resulting
pullback in consumer discretionary spending," said Standard &
Poor's credit analyst Melissa Long.

While financial information for the casino is not publicly
available, Lakes Entertainment Inc., the manager of the casino,
has stated that results from slot machines have not yet met
expectations, although initial table game revenue results have
been good.  S&P believes that overall, initial operating results
are meaningfully below management's previous expectations and
modestly lower than the more conservative estimates that S&P
assumed when S&P first rated the debt.

Standard & Poor's currently forecasts that the casino will
generate a level of EBITDA before management fees that is slightly
below S&P's estimate of fixed charges in 2009.  For 2009, S&P
expects fixed charges to be slightly less than
$100 million.  This includes about $24 million in principal
payments related to the Authority's furniture, fixtures, and
equipment facility, as well as a loan from Lakes Entertainment
Inc.; $55 million in interest on the Authority's senior notes, the
FF&E facility, and the Lakes loan; $6 million in minimum payments
to the Tribe and an additional $6 million provided no event of
default has occurred and is ongoing; and maintenance capital
expenditures and management fees.  S&P notes that several of these
payments (including management fees and payments under the Lakes
loan) are subordinated to debt service requirements under the
senior notes.

S&P believes that cash on the balance sheet could provide a modest
cushion against a slow ramp-up in operating performance over the
next several quarters.  The next cash interest payment on the
senior notes of approximately $20 million is due in June 2009.
S&P expects that the Authority will have sufficient liquidity to
meet this payment, as well as other payments coming due over the
next year.

The 'B' rating reflects the Authority's narrow business focus
operating in a single market, well-established competition, and
some litigation uncertainty.  The Red Hawk Casino's good location,
with direct access off U.S. Highway 50, and solid demographics in
the Sacramento area somewhat temper these factors.

In March 2007, a California gaming machine supplier filed a civil
lawsuit against the Tribe for alleged breach of agreements
executed in 1996 and 1997.  The plaintiff is seeking in excess of
$100 million in damages related to these agreements and claims
that the Tribe owes it 30% of gross gaming revenues for up to
seven years, $3.2 million under a promissory note, and more than
$5 million advanced on behalf of the Tribe pursuant to oral
agreements.  A final judgment in excess of $10 million could
result in an event of default under the bond indenture.  Until it
is resolved, the pending litigation will constrain the rating.


SILICON GRAPHICS: Protocol Limiting Trading In Securities Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on April 3, 2009, interim notification and hearing
procedures restricting the trading in equity securities in Silicon
Graphics, Inc. et al., to preserve the Debtors' net operating
losses and certain other tax attributes.

Except as otherwise provided in the Court's order, any sale or
other transfer of equity securities in the Debtors in violation of
the procedures will be null and void ab initio as an act in
violation of the automatic stay under Sec. 362 of the Bankruptcy
Code.

Pursuant to the interim order, any person or entity who currently
is or becomes a Substantial Shareholder must file with the Court
and serve on the Debtors and counsel to the Debtors, a notice of
such status on or before the later of (A) 20 days after the
effective date of the notice of entry of the Order or (B) 10 days
after becoming a Substantial Holder.

For purposes of the Court's order, a Substantial Holder is any
person or entity that beneficially owns at least 553,000 shares of
the common stock of Silicon Graphics.

For the complete details regarding the procedures, a copy of the
Court's interim order is available for free at:

  http://bankrupt.com/misc/Silicon.InterimTradingProcedures.pdf

In papers filed with the Court, the Debtors relate that as of the
Petition Date, the estimated amount of their net operating loss
carryforwards is at least $1.3 billion.

Under Section 382 of the tax code, the Debtors can carry forward
their NOLs to offset future taxable income for up to 20 taxable
years, thereby reducing their aggregate tax obligations.  The
Debtors can also use the NOLs to offset taxable income generated
by transactions completed during their Chapter 11 cases, including
in a sale of all or substantially all of the Debtors' assets.

If fully utilized, the tax attributes could translate into
potential future tax savings of approximately $455 million, based
on a federal income tax rate of 35%.

The Debtors tell the Court that its ability to use its NOLs and
certain other tax attributes to reduce future taxes is subject to
certain limitations contained in Section 382 of the tax code,
including a change of ownership for Section 382 purposes.  Under
Section 382, a change of ownership occurs where the percentage of
a company's equity held by one or more 5% shareholders increases
by more than 50 percentage points over the lowest percentage of
stock owned by such shareholders at any time during a three-year
rolling testing period.

The Debtors say that because the value of Silicon Graphics' stock
is so low, the Section 382 limits, if triggered would prevent the
Debtors from using all but a very small portion of the tax
attributes.

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.


SILICON GRAPHICS: Wants Ropes & Gray as Bankruptcy Counsel
----------------------------------------------------------
Silicon Graphics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authorization to employ Ropes & Gray LLP as counsel.

Ropes & Gray will:

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

   b) advise and consult on the conduct of these Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defend any action commenced against the
      Debtors' interests in negotiations concerning litigations
      in which the Debtors are involved, including objections to
      claims filed against the Debtors' estates;

   d) prepare all pleadings, including motions, applications,
      answers, orders, reports, and any other papers necessary or
      otherwise beneficial to the administration of the Debtors'
      estates;

   e) advise the Debtors with respect to the implementation,
      closing, and consummation of any sales of assets or other
      corporate transactions in these Chapter 11 cases;

   f) advise the Debtors with respect to a debtor-in-possession
      credit facility or authorization to use cash collateral,
      compliance therewith, and all matters related thereto;

   g) attend meetings with third parties and participate in
      negotiations with respect to these matters;

   h) take all necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors, and obtain
      approval of a Chapter 11 Plan and all documents related
      thereto; and

   i) perform all other legal services and provide all other
      legal advice requested by the Debtors with respect to the
      restructuring.

The hourly rates of Ropes & Gray's professionals are:

     Partners                    $635 - $945
     Special Counsel and Counsel $255 - $860
     Associates                  $240 - $645
     Paraprofessionals           $115 - $280

The hourly rates of Ropes & Gray professionals with primary
responsibility for these cases are:

     Mark I. Bane                    $895
     Mark R. Somerstein              $780
     Christopher W. Rile             $720
     Shuba Satyaprasad               $600
     Charles M. Roh                  $525
     Patricia I. Chen                $380

Mr. Somerstein, tells the Court that on Nov. 20, 2008, Ropes &
Gray received a $500,000 retainer.  The firm's retainer was later
increased to $1 million.  As of the petition date, Ropes & Gray
holds a retainer of $575,000 and the Debtors do not owe the firm
any amounts for legal services rendered pre-bankruptcy.

Mr. Somerstein assures the Court that Ropes & Gray is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Somerstein can be reached at:

     Ropes & Gray LLP
     1211 Avenue of the Americas
     New York, NY 10036-8704
     Tel: + 1-212-596-9000
     Fax: + 1-212-596-909

                    About Silicon Graphics Inc.

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.


SILICON GRAPHICS: Wants Davis Polk as Special Corporate Counsel
---------------------------------------------------------------
Silicon Graphics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
employ Davis Polk & Wardwell as special corporate counsel.
DPW will:

   1) evaluate and negotiate strategic alternatives including
      the sales of assets, business units and intellectual
      property assets, both core and non-core, of the Debtors as
      may be proposed during the course of the Chapter 11 Cases;

   2) advise the Debtors, their board of directors and management
      as may be requested; and

   3) advise the Debtors regarding transaction agreements,
      specific assets or liabilities and advice in connection
      with the sale of these assets and divestitures of these
      liabilities.

To minimize costs, DPW will work with the Debtors, Ropes & Gray
LLP, the proposed counsel and each of the Debtors' other retained
professionals to delineate each professional duties and to prevent
unnecessary duplication of services whenever possible.

William M. Kelly, a partner of DPW, tells the Court that the
hourly rates of the firm's professionals are:

     Partners and Counsel               $655 - $1,020
     Associates                         $325 -   $695
     Paraprofessionals and Staff        $110 -    $315

Mr. Kelly adds that during the twelve month period prior to the
petition date, DPW received from the Debtors an aggregate of
$759,421 for professional services performed and expenses
incurred. Beginning March 2009, the Debtors established a retainer
balance with DPW.  As DPW issued invoices to the Debtors, DPW
applied the amount due from the retainer, and the Debtors
subsequently replenished the retainer.  After giving effect to the
application of its prepetition charges, the retainer is zero.

Mr. Kelly assures the Court that DPW is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Kelly can be reached at:

     Davis Polk & Wardwell
     450 Lexington Avenue
     New York, NY 10017
     Tel: (212) 450-4000
     Fax: (212) 450-3800

                    About Silicon Graphics Inc.

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.


SILICON GRAPHICS: Wants AlixPartners as Restructuring Advisors
--------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ AlixPartners, LLP, as restructuring advisors.

AlixPartners will:

   a) assist the Debtors and their management in developing a
      short-term cash flow forecasting tool and related
      methodologies and to assist with planning for alternatives
      as requested by the Debtors;

   b) assist with preparation for a potential bankruptcy filing
      under Chapter 11 of the U.S. Bankruptcy Code;

   c) assist the Debtors with preparing and filing of the
      bankruptcy schedules and statements of financial affairs;

   d) assist with the overall claims and contracts resolution
      process and provide both the Debtors and their counsel
      access to the claims and contracts data;

   e) work at the direction of the Debtors and counsel to assist
      with planning and directing Chapter 11-related
      communications to employees, vendors, customers and parties
      in interest.

   f) be available for testimony as necessary; and

   g) assist with other matters as may be requested that fall
      within AlixPartners' expertise and that are mutually
      agreeable.

Meade Monger, managing director of AlixPartners, tells the Court
that the discounted hourly rates of the professionals assigned to
this case are:

     Managing Directors                      $595
     Directors                               $485
     Vice Presidents*                        $395
     Associates                              $295
     Analysts                                $195
     Paraprofessionals                       $120

Jeannie Tang will be billed at $295 per hour.  Kortney Bauer and a
vice president responsible for cash management assistance will be
billed at $335 per hour.  All three are based in San Francisco and
will incur limited travel expenses to the client site.

Mr. Monger adds that prior to commencement of these Chapter 11
cases, AlixPartners received $69,257 for professional services
performed and expenses incurred.  Those payments have been applied
to outstanding invoices on account of fees and expenses incurred
in providing services to the Debtors.  In addition, AlixPartners
received an advance retainer of $25,000 on March 9, 2009, for
professional services.  AlixPartners will retain the balance of
the retainer to apply to fees and expenses incurred post-petition.

Mr. Monger assures the Court that AlixPartners is a "disinterested
person" as that term is defined in Section 101(14) of Bankruptcy
Code.

                    About Silicon Graphics Inc.

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.


SILICON GRAPHICS: Sec. 341(a) Meeting Set for April 24
------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of Silicon Graphis, Inc., et al.'s creditors on
April 24, 2009, at 3:00 p.m., at 80 Broad Street, United States
Trustee Meeting Rooms, 4th Floor, New York NY 10004.

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

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

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 $369.4 million and total debts of $664.3 million.

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.

Silicon Graphics Inc. reported $390.4 million in total assets and
$526.5 million in total liabilities, resulting in $136.0 million
stockholders' deficit as of December 26, 2008.


SILICON GRAPHICS: Whippoorwill Sells Position in Open Market
------------------------------------------------------------
Whippoorwill Associates, Inc., said it sold all of its 1,185,082
shares of Conseco Inc. common stock through one or more brokers on
the open market on April 1, 2009.

As of April 1, 2009, Whippoorwill, Shelley F. Greenhaus and Steven
K. Gendal ceased to be the beneficial owners of more than five
percent of Conseco Common Stock.

Whippoorwill may be deemed to be the beneficial owner of 0 shares
of Common Stock, or 0.0% of the Company's outstanding Common
Stock.  Mr. Greenhaus, as the President and a Principal of
Whippoorwill, may be deemed to be the beneficial owner of 0 shares
of Common Stock, or 0.0% of the Company's outstanding Common
Stock.  Mr. Gendal, as Principal of Whippoorwill, may be deemed to
be the beneficial owner of 0 shares of Common Stock, or 0.0% of
the Company's outstanding Common Stock.

LC Capital Master Fund, Ltd. -- Cayman Islands; Lampe, Conway &
Co., LLC; Steven G. Lampe; and Richard F. Conway -- may be deemed
to own 379,880 or 3.3% shares of Conseco common stock.

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.


SYNCORA HOLDINGS: $138MM Payment to Ala. County Has Adverse Effect
------------------------------------------------------------------
Syncora Holdings Ltd. said in a regulatory filing with the
Securities and Exchange Commission that payment of claims on its
guaranteed obligations, including Jefferson County, Alabama, and
residential mortgage-backed securities transactions could have a
material adverse effect on its financial condition, cash flows and
liquidity.

Syncora insured the payment of scheduled debt service on sewer
revenue warrants issued by the Jefferson County in 2002 and 2003
and has provided a surety bond policy.  Through March 30, 2009,
Syncora has paid gross claims in an aggregate amount of roughly
$165.5 million on the County's warrants and surety policy.
Syncora estimates that it may be required to pay additional claims
under its policies through 2009 of roughly $138.0 million.

Syncora also has guaranteed certain payments under its insured
RMBS transactions.  Through March 30, 2009, on its guaranteed RMBS
transactions, Syncora has paid gross claims in an aggregate amount
of roughly $684.2 million.

Syncora estimates that it may be required to pay additional claims
under its RMBS policies through 2009 of roughly $630.7 million in
the aggregate.

As reported by the Troubled Company Reporter on Thursday,
Jefferson County has spent more than a year trying to devise a
plan to restructure more than $3 billion of adjustable-rate sewer
obligations.  Interest-rates on the bonds surged after Syncora and
Financial Guarantee Insurance Co., which also guaranteed the debt,
lost their top credit ratings following unrelated subprime
mortgage losses, Bloomberg News' Martin Z. Braun said.

Syncora and FGIC have sued Jefferson County, asking a federal
court to appoint a receiver to take control over the sewer system.
However, U.S. District Court Judge David Proctor said he wasn't
sure he had the authority to appoint a receiver with rate-making
powers and urged the county and its creditors to resolve the
financial crisis outside the courtroom.

                       About Syncora Holdings

Based in Hamilton, Bermuda, Syncora Holdings Ltd., formerly
Security Capital Assurance Limited, is a holding company whose
operating subsidiaries provide financial guarantee insurance,
reinsurance, and other credit enhancement products to the public
finance and structured finance markets throughout the United
States and internationally.  The Company's businesses consists of
Syncora Guarantee Inc. (formerly XL Capital Assurance Inc.) and
its wholly owned subsidiary, XL Capital Assurance (U.K.) Limited
(XLCA-UK) and Syncora Guarantee Re Ltd. (formerly XL Financial
Assurance Ltd.).  The segments of the Company are financial
guarantee insurance and financial guarantee reinsurance.  The
financial guarantee insurance segment offers financial guarantee
insurance policies and credit-default swaps (CDS) contracts.  The
financial guarantee reinsurance segment reinsures financial
guarantee policies and CDS contracts issued by other monoline
financial guarantee insurance companies.

                           Junk Ratings

Prior to the first quarter of 2008, the Company had maintained
triple-A ratings from Moody's, Fitch and S&P, and these ratings
had been fundamental to its historical business plan and business
activities.  However, in response to the deteriorating market
conditions, the rating agencies updated their analyses and
evaluations of the financial guarantee insurance industry
including the Company.  As a result, the Company's IFS ratings
have been downgraded by the rating agencies and the rating
agencies have placed its IFS ratings on creditwatch/ratings watch
negative or on review for further downgrade.  Consequently, the
Company suspended writing substantially all new business in
January 2008.

On March 9, 2009, Moody's downgraded to "Ca" from "Caa1" the IFS
ratings of Syncora Guarantee and Syncora Guarantee-UK, with the
ratings placed on developing outlook, and on January 29, 2009, S&P
downgraded to "CC" from "B" the IFS ratings of Syncora Guarantee
and Syncora Guarantee-UK, with the ratings placed on negative
outlook.  Effective August 27, 2008, the Company terminated the
agreement for the provision of ratings with Fitch.  Since it has
suspended writing substantially all new business, the Company
believes ratings from two agencies are sufficient.  Moody's, S&P
and Fitch have also downgraded the Company's debt and other
ratings.

The rating agency actions reflect Moody's, S&P's and Fitch's
current assessment of the Company's creditworthiness, business
franchise and claims-paying ability.  This assessment reflects the
Company's direct and indirect exposures to the U.S. residential
mortgage market, which has precipitated its weakened financial
position and business profile based on increased reserves for
losses and loss adjustment expenses, realized and unrealized
losses on credit derivatives and modeled capital shortfalls.

                $2.4 Billion Policyholders' Deficit

As reported by the Troubled Company Reporter on March 17, 2009,
Syncora Guarantee has reported a policyholders' deficit of $2.4
billion as of December 31, 2008.  Failure to maintain positive
statutory policyholders' surplus or non-compliance with the
statutory minimum policyholders' surplus requirement permits the
New York Superintendent of Insurance to seek court appointment as
rehabilitator or liquidator of Syncora Guarantee.

As a result of this material adverse development, and in
accordance with the Company's strategic plan, effective as of
March 5, 2009, Syncora Guarantee signed a non-binding letter of
intent with certain of the Counterparties whereby the parties
agreed to negotiate in good faith to seek to promptly agree on
mutually agreeable definitive documentation, in the form of a
master transaction agreement and related agreements. In addition,
pursuant to the RMBS Transaction Agreement, dated as of March 5,
2009, on March 11, 2009, the fund referenced therein commenced a
tender offer to acquire certain residential mortgage-backed
securities that are insured by Syncora Guarantee. The 2009 MTA and
tender offer represent the principal elements of the second phase
of the Company's strategic plan.

As of Dec. 31, 2008, Syncora Guarantee has $3.90 billion in
assets, and debts of $3.17 billion, according to its Annual Report
on Form 10-K.  The Company reported a $1.42 billion net loss for
year 2008.  A full-text copy of the Company's Annual Report is
available at no charge at http://ResearchArchives.com/t/s?3b59

PricewaterhouseCoopers LLP in New York in its audit report says
there is substantial doubt about the Company's ability to continue
as a going concern.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                         *     *     *

As reported by the Troubled Company Reporter on March 24, 2009,
Standard & Poor's Ratings Services kept the ratings on Jefferson
County, Alabama's series 1997A, 2001A, 2003-B-8, 2003 B- 1-A
through series 2003 B-1-E, and series 2003 C-1 through 2003 C-
10 sewer system revenue bonds ('C' underlying rating) on
CreditWatch negative, where they were placed Sept. 16, 2008, due
to previous draws against the system's cash and surety reserves
beginning in September 2008 and S&P's uncertainty of the system's
continued timely payment on the obligations.

Although the system depleted its cash reserves and a portion of
its surety reserves in late 2008, the trustee indicates there have
been no additional draws against its surety reserves since last
year.  The trustee estimates the system currently has $176 million
remaining in total combined surety reserves with Financial
Guaranty Insurance Co. (FGIC; CCC/Negative), Syncora Guarantee
Inc. (CC/Negative), and Financial Security Assurance Inc.
(AAA/Watch Neg), which can be applied on a pro rata basis to
any parity debt.


SYNCORA HOLDINGS: To Deregister Common and Preferred Shares
-----------------------------------------------------------
Syncora Holdings Ltd. has filed a Form 15 with the Securities and
Exchange Commission to voluntarily deregister its common and
preferred shares.  In filing the Form 15, the Company's obligation
to file certain reports and forms with the SEC, including Forms
10-K, 10-Q and 8-K, is immediately suspended.  The Company expects
that deregistration of its common and preferred shares will become
effective in 90 days.

The Company expects that it will, from time to time, provide
certain financial information to the market via its Web site --
http://www.syncora.com/ The Company's securities will continue to
be traded over the counter and its common shares quoted on the
Pink Sheets, but the Company can make no assurance that any broker
will continue to make a market in the Company's securities.

                       About Syncora Holdings

Based in Hamilton, Bermuda, Syncora Holdings Ltd., formerly
Security Capital Assurance Limited, is a holding company whose
operating subsidiaries provide financial guarantee insurance,
reinsurance, and other credit enhancement products to the public
finance and structured finance markets throughout the United
States and internationally.  The Company's businesses consists of
Syncora Guarantee Inc. (formerly XL Capital Assurance Inc.) and
its wholly owned subsidiary, XL Capital Assurance (U.K.) Limited
(XLCA-UK) and Syncora Guarantee Re Ltd. (formerly XL Financial
Assurance Ltd.).  The segments of the Company are financial
guarantee insurance and financial guarantee reinsurance.  The
financial guarantee insurance segment offers financial guarantee
insurance policies and credit-default swaps (CDS) contracts.  The
financial guarantee reinsurance segment reinsures financial
guarantee policies and CDS contracts issued by other monoline
financial guarantee insurance companies.

                           Junk Ratings

Prior to the first quarter of 2008, the Company had maintained
triple-A ratings from Moody's, Fitch and S&P, and these ratings
had been fundamental to its historical business plan and business
activities.  However, in response to the deteriorating market
conditions, the rating agencies updated their analyses and
evaluations of the financial guarantee insurance industry
including the Company.  As a result, the Company's IFS ratings
have been downgraded by the rating agencies and the rating
agencies have placed its IFS ratings on creditwatch/ratings watch
negative or on review for further downgrade.  Consequently, the
Company suspended writing substantially all new business in
January 2008.

On March 9, 2009, Moody's downgraded to "Ca" from "Caa1" the IFS
ratings of Syncora Guarantee and Syncora Guarantee-UK, with the
ratings placed on developing outlook, and on January 29, 2009, S&P
downgraded to "CC" from "B" the IFS ratings of Syncora Guarantee
and Syncora Guarantee-UK, with the ratings placed on negative
outlook.  Effective August 27, 2008, the Company terminated the
agreement for the provision of ratings with Fitch.  Since it has
suspended writing substantially all new business, the Company
believes ratings from two agencies are sufficient.  Moody's, S&P
and Fitch have also downgraded the Company's debt and other
ratings.

The rating agency actions reflect Moody's, S&P's and Fitch's
current assessment of the Company's creditworthiness, business
franchise and claims-paying ability.  This assessment reflects the
Company's direct and indirect exposures to the U.S. residential
mortgage market, which has precipitated its weakened financial
position and business profile based on increased reserves for
losses and loss adjustment expenses, realized and unrealized
losses on credit derivatives and modeled capital shortfalls.

                $2.4 Billion Policyholders' Deficit

As reported by the Troubled Company Reporter on March 17, 2009,
Syncora Guarantee has reported a policyholders' deficit of $2.4
billion as of December 31, 2008.  Failure to maintain positive
statutory policyholders' surplus or non-compliance with the
statutory minimum policyholders' surplus requirement permits the
New York Superintendent of Insurance to seek court appointment as
rehabilitator or liquidator of Syncora Guarantee.

As a result of this material adverse development, and in
accordance with the Company's strategic plan, effective as of
March 5, 2009, Syncora Guarantee signed a non-binding letter of
intent with certain of the Counterparties whereby the parties
agreed to negotiate in good faith to seek to promptly agree on
mutually agreeable definitive documentation, in the form of a
master transaction agreement and related agreements. In addition,
pursuant to the RMBS Transaction Agreement, dated as of March 5,
2009, on March 11, 2009, the fund referenced therein commenced a
tender offer to acquire certain residential mortgage-backed
securities that are insured by Syncora Guarantee. The 2009 MTA and
tender offer represent the principal elements of the second phase
of the Company's strategic plan.

As of Dec. 31, 2008, Syncora Guarantee has $3.90 billion in
assets, and debts of $3.17 billion, according to its Annual Report
on Form 10-K.  The Company reported a $1.42 billion net loss for
year 2008.  A full-text copy of the Company's Annual Report is
available at no charge at http://ResearchArchives.com/t/s?3b59

PricewaterhouseCoopers LLP in New York in its audit report says
there is substantial doubt about the Company's ability to continue
as a going concern.


SYNERGY CONTRACTING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Synergy Contracting, LLC
        P.O. Box 694
        Ankeny, IA 50021

Bankruptcy Case No.: 09-01388

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Envision Land, LLC                                 09-01389

Chapter 11 Petition Date: March 30, 2009

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Bldg
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax : (515) 244-4471
                  Email: wanek@dwx.com

Estimated Assets: Unstated

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

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

            http://bankrupt.com/misc/IASB09-01388.pdf

The petition was signed by Matthew J. Demey, manager of the
Company.


TAMACH AIRPORT MGR: HRC Fund to Auction Collateral on April 17
--------------------------------------------------------------
HRC Fund III Pooling Domestic LLC, a Delaware limited liability
company, as secured party, will conduct a public auction of the
collateral securing payment of debt owed to it by Tamach Airport
Manager, LLC, on April 17, 2009, at 10:30 a.m. Eastern Time, at
the offices of Ouellette & Mauldin, 28 w. Flagler Street, Suite
808, Miami, Florida 33130.

The collateral consists of 100% of the membership interests in
Tamach Airport, LLC, a Florida limited liability company, which
owns a 28-acre business park that includes 5 commercial buildings
that offer office, retail, flex and warehouse space.  The business
park which is commonly referred to as the Miami Airport Center, is
located at the southeast corner of the Palmetto Expressway (S.R.
826) and NW 25th Street, in Miami-Dade County, Florida, and has an
overall area of approximately 28.65 acres.

Interested parties may contact:

     Amy E. Hatch
     Polsinelli Shughart PC
     Tel: (816) 360-4178
     ahatch@polsinelli.com


TIMOTHY SMITH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Timothy P. Smith
        Connie Smith
        1510 Kamer Dr
        La Grange, KY 40031

Bankruptcy Case No.: 09-31465

Chapter 11 Petition Date: March 25, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Email: cantor@derbycitylaw.com

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

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

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

            http://bankrupt.com/misc/kywb09-31465.pdf

The petition was signed by Timothy P. Smith and Connie Smith.


TRIPLE CROWN: 1st Lien Lenders Adjust Loan Maturity, Covenants
--------------------------------------------------------------
Triple Crown Media, Inc., entered into Amendment No. 5 to its
First Lien Senior Secured Credit Agreement by and among:

   -- Triple Crown Media, LLC, as Borrower;

   -- Triple Crown Media, Inc., as Parent and Guarantor;

   -- BR Acquisition Corp., BR Holding, Inc., DataSouth Computer
      Corporation, Gray Publishing, LLC, and Capital Sports
      Properties, Inc., as Guarantors;

   -- Wachovia Bank, National Association, as Administrative
      Agent and Lender;

   -- Wilmington Trust FSB as administrative agent for lenders
      party to the Second Lien Term Loan Facility;

   -- SFR, Ltd., Mountain View Funding CLO 2006-I Ltd., Mountain
      View CLO II Ltd. and Mountain View CLO III Ltd. As
      Collateral Managers; and

   -- Four Corners CLO II, Ltd., Fifth Third Bank, GoldenTree
      2004 Trust, GoldenTree Credit Opportunities Financing I,
      Limited, Global Leveraged Capital Credit Opportunity Fund I,
      Westwood CDO II Ltd., Pacifica CDO II, Ltd., Pacifica CDO
      III, Ltd., Pacifica CDO IV, Ltd., Pacifica CDO V, Ltd.,
      Pacifica CDO VI, Ltd., WhiteHorse I, LTD, WhiteHorse II,
      LTD and WhiteHorse III, LTD as Lenders.

Under the Amendment to First Lien, the Lenders waived certain
Events of Default under the Credit Agreement, extended the
maturity dates of the Revolving Credit Notes and the Term Notes,
ceased future Revolving Credit Advances, permitted payment on
outstanding Revolving Credit Advances and amended certain
financial covenants and other provisions in the Credit Agreement.

The Borrower has requested the Lenders to waive certain Events of
Default due to the failure:

   (i) by the Parent and its Subsidiaries to comply with:

       * the First Lien Leverage Ratio for the fiscal quarters
         ending September 30, 2008, and December 31, 2008,

       * the Leverage Ratio for the fiscal quarters ending
         September 30, 2008 and December 31, 2008,

       * the Fixed Charge Coverage Ratio for the fiscal quarter
         ending December 31, 2008, and

       * the Interest Coverage Ratio for the fiscal quarters
         Ending September 30, 2008, and December 31, 2008; and

  (ii) by the Borrower to make a scheduled payment on December 31,
       2008, under the Second Lien Term Loan Facility.

The Borrower also has requested the Lenders to extend the maturity
dates of the Revolving Credit Notes and the Term Notes; cease all
future Revolving Credit Advances and permit the outstanding
Revolving Credit Advances to be paid in accordance with the
repayments terms of the outstanding Term Advances; amend certain
financial covenants; and amend certain other provisions contained
in the Credit Agreement pursuant to the terms of this Amendment.

Pursuant to the Amendment, the Lenders extended the date of
termination of the Revolving Credit Facility, the Letter of Credit
Facility and the Term Facility to December 30, 2010.

The Lenders also agreed to amend the Fixed Charge Covenant Ratio:

   Fiscal Quarter   March 31     June 30   Sept. 30    Dec. 31
   --------------   --------     -------   --------    -------
        2009              --          --         --    3.00:1.00
        2010       2.00:1.00   1.40:1.00   1.10:1.00   1.10:1.00

The Borrower covenants with the Lenders not to permit the
aggregate amount of Capital Expenditures of the Loan Parties and
its Subsidiaries during any Fiscal Year to exceed $200,000.

The Borrower also covenants with the Lenders not to permit
Consolidated EBITDA for these fiscal quarters to be less:

     Fiscal Quarter Ended              Minimum EBITDA
     --------------------              --------------
     March 31, 2009                          $570,000
     June 30, 2009                         $1,400,000
     September 30, 2009                    $2,400,000
     December 31, 2009                     $3,800,000
     March 31, 2010                        $3,800,000
     June 30, 2010                         $3,800,000
     September 30, 2010                    $3,900,000
     December 31, 2010                     $3,900,000

The Borrower also covenants with the Lenders not to make or permit
the Parent to Go Dark -- any action of, by or relating to the
Parent that results in it no longer filing periodic reports with
the Securities and Exchange Commission -- provided, the Parent may
Go Dark solely in the event that any and all costs, expenses,
payments or other disbursements of the Loan Parties, whether to
stockholders or third parties, in connection with all transactions
related to causing the Parent to Go Dark do not exceed $140,000,
in the aggregate.

The Borrower will repay to the Administrative Agent for the
ratable account of the Term Lenders and the Revolving Credit
Lenders, the aggregate outstanding amount of the Term Advances and
Revolving Credit Advances on these dates:

     Fiscal Quarter Ended              Minimum EBITDA
     --------------------              --------------
             Date                              Amount
             ----                              ------
     March 31, 2009                           $54,578
     June 30, 2009                            $54,578
     September 30, 2009                       $54,578
     December 31, 2009                        $54,578
     March 31, 2010                           $54,578
     June 30, 2010                            $54,578
     September 30, 2010                       $54,578
     December 31, 2010               Remainder of all
                               principal and interest
                                   of any outstanding
                                    Term Advances and
                            Revolving Credit Advances

However, the final installment will be repaid on the Termination
Date in respect of the Term Facility and Revolving Credit Facility
and in any event will be in an amount equal to the aggregate
principal and interest amount of the Term Advances and Revolving
Credit Advances outstanding on the date.

A full-text copy of the First Lien Amendment is available without
charge at http://ResearchArchives.com/t/s?3b22

Commitments and applicable lending offices under the First Lien
Agreement:

                                        Revolving
                                          Credit           Term
                                        Commitment      Commitment
   Lender                             (as of 3/1/09)  (as of
3/1/09)
   ------                             --------------  ------------
--
Pacifica CDO II, Ltd.
$950,567.01
Pacifica CDO III, Ltd.
$1,188,208.75
Pacifica CDO IV, Ltd.
$712,925.25
Pacifica CDO V Ltd.
$1,188,208.75
Pacifica CDO VI, Ltd.
$1,238,119.43
Westwood CDO II Ltd.
$1,050,325.98

Fifth Third Bank                       $5,000,000.00
$3,564,626.24

Four Corners CLO II, Ltd.
$475,283.51
SFR, Ltd.
$228,692.22
Global Leveraged Capital
$1,307,029.64
   Credit Opportunity Fund I
GoldenTree 2004 Trust
$5,106,675.92
GoldenTree Credit                      $6,000,000.00
   Opportunities Financing I, Ltd.
Mountain View CLO II, Ltd.
$728,369.30
Mountain View CLO III Ltd.
$606,911.02
Mountain View Funding CLO 2006-1 Ltd.
$950,567.01
Wachovia Bank, National Association    $9,000,000.00
$427,755.13
Whitehorse I, Ltd.
$356,462.61
Whitehorse II Ltd.
$475,283.51
Whitehorse III Ltd.
$831,746.10
                                      --------------  ------------
--
   TOTAL                              $20,000,000.00
$21,387,757.38

                       About Triple Crown

Headquartered in Lawrenceville, Georgia, Triple Crown Media Inc.
(Nasdaq: TCMI) -- http://triplecrownmedia.com/-- owns and
operates six daily newspapers and one weekly newspaper in Georgia.

As reported by the Troubled Company Reporter on February 19, 2009,
Triple Crown Media's December 31, 2008, balance sheet showed total
assets of $38,690,000 and total liabilities of $88,940,000,
resulting in total stockholders' deficit of $67,766,000.  Total
revenues for the three months ended December 31, 2008, decreased
to roughly $10.8 million compared with roughly $12.5 million for
the same period in 2007.

As of December 31, 2008, the Company had negative working capital
of roughly $68 million and it failed to meet certain financial
loan covenants contained in its loan agreements.  On January 3,
2009, subsequent to the quarter ended December 31, 2008, the
Company failed to make a $1.1 million interest payment, which
constitutes an additional violation of its loan covenants.  As a
result of not being in compliance with its loan facility covenants
as of December 31, 2008, the Company classified all of its loan
facility debt as a current liability to reflect the option its
lenders have to call its debt at any time.

"These factors raise substantial doubt as to our ability to
continue as a going concern," Mark G. Meikle, executive vice
president and chief financial officer, said.


TRIPLE CROWN: 2nd Lien Lenders Move Loan Maturity to Dec. 2010
--------------------------------------------------------------
Triple Crown Media Inc. entered into Amendment No. 5 to its Second
Lien Senior Secured Credit Agreement and Note by and among:

     * Triple Crown Media, LLC, as Borrower;

     * Triple Crown Media, Inc, as Parent and Guarantor;

     * Wilmington Trust FSB as Administrative Agent and
       Collateral Agent;

     * BR Acquisition Corp., BR Holding, Inc., DataSouth Computer
       Corporation, Gray Publishing, LLC, and Capital Sports
       Properties, Inc., as Guarantors;

     * Wachovia Bank, National Association, as administrative
       agent for lenders party to the First Lien Facilities; and

     * Global Leveraged Capital Credit Opportunity Fund I,
       GoldenTree 2004 Trust, GoldenTree Capital Solutions Fund
       Financing, GoldenTree Capital Solutions Offshore Fund
       Financing, GoldenTree Capital Opportunities, LP,
       GoldenTree MultiStrategy Financing, Ltd., Greyrock CDO,
       Ltd., Landmark III CDO Limited, Landmark IV CDO Limited,
       Landmark V CDO Limited, Landmark VI CDO Limited, and
       Landmark VII CDO Limited as Lenders.

According to the Amendment to Second Lien, the Lenders waived
certain Events of Default under the Credit Agreement, extended the
maturity dates of the Advances, amended certain financial
covenants in the Credit Agreement and amended and other provisions
in the Credit Agreement and the Note.

The Second Lien Lenders moved the Termination Date on the earlier
of (a) the date of the acceleration of the Advances and (b)
December 30, 2011.

As of March 1, 2009, the Loan Parties are indebted under the
Second Lien Credit Agreement for the outstanding principal amount
of $30,540,207.38 with respect to the Advances.

The Commitments and Applicable Lending Offices under the Second
Lien Facility are:

                                                  Term
                                               Commitment
   Lender                                   (as of 3/01/09)
   ------                                   ---------------
Global Leveraged Capital                      $2,460,183.41
    Credit Opportunity Fund I
GoldenTree 2004 Trust                          $9,462,374.25
GoldenTree Capital Solutions                   $4,316,349.32
    Fund Financing
GoldenTree Capital Solutions                   $5,863,719.82
    Offshore Fund Financing
GoldenTree Capital Opportunities, LP           $2,545,017.29
GoldenTree Multistrategy Financing, Ltd.       $3,262,712.15
Greyrock CDO, Ltd.                               $424,169.55
Landmark III CDO Limited                         $509,003.46
Landmark IV CDO Limited                          $424,169.54
Landmark V CDO Limited                           $424,169.53
Landmark VI CDO Limited                          $424,169.53
Landmark VII CDO Limited                         $424,169.53
                                             ---------------
   TOTAL                                      $30,540,207.38

A full-text copy of the Second Lien Amendment is available for
free at http://ResearchArchives.com/t/s?3b23

Mark R. Somerstein, Esq., at Ropes & Gray LLP, in New York,
represents Wilmington.

                       About Triple Crown

Headquartered in Lawrenceville, Georgia, Triple Crown Media Inc.
(Nasdaq: TCMI) -- http://triplecrownmedia.com/-- owns and
operates six daily newspapers and one weekly newspaper in Georgia.

As reported by the Troubled Company Reporter on February 19, 2009,
Triple Crown Media's December 31, 2008, balance sheet showed total
assets of $38,690,000 and total liabilities of $88,940,000,
resulting in total stockholders' deficit of $67,766,000.  Total
revenues for the three months ended December 31, 2008, decreased
to roughly $10.8 million compared with roughly $12.5 million for
the same period in 2007.

As of December 31, 2008, the Company had negative working capital
of roughly $68 million and it failed to meet certain financial
loan covenants contained in its loan agreements.  On January 3,
2009, subsequent to the quarter ended December 31, 2008, the
Company failed to make a $1.1 million interest payment, which
constitutes an additional violation of its loan covenants.  As a
result of not being in compliance with its loan facility covenants
as of December 31, 2008, the Company classified all of its loan
facility debt as a current liability to reflect the option its
lenders have to call its debt at any time.

"These factors raise substantial doubt as to our ability to
continue as a going concern," Mark G. Meikle, executive vice
president and chief financial officer, said.


TRIPLE CROWN: Gabelli Entities Disclose 10.92% Equity Stake
-----------------------------------------------------------
Gabelli Funds LLC, GAMCO Asset Management Inc. and Teton Advisors
have disclosed holding as of March 24, 2009, in the aggregate
610,876 shares of Triple Crown Media Inc. common stock,
representing 10.92% of the 5,591,626 shares outstanding.

Headquartered in Lawrenceville, Georgia, Triple Crown Media Inc.
(Nasdaq: TCMI) -- http://triplecrownmedia.com/-- owns and
operates six daily newspapers and one weekly newspaper in Georgia.

As reported by the Troubled Company Reporter on February 19, 2009,
Triple Crown Media's December 31, 2008, balance sheet showed total
assets of $38,690,000 and total liabilities of $88,940,000,
resulting in total stockholders' deficit of $67,766,000.  Total
revenues for the three months ended December 31, 2008, decreased
to roughly $10.8 million compared with roughly $12.5 million for
the same period in 2007.

As of December 31, 2008, the Company had negative working capital
of roughly $68 million and it failed to meet certain financial
loan covenants contained in its loan agreements.  On January 3,
2009, subsequent to the quarter ended December 31, 2008, the
Company failed to make a $1.1 million interest payment, which
constitutes an additional violation of its loan covenants.  As a
result of not being in compliance with its loan facility covenants
as of December 31, 2008, the Company classified all of its loan
facility debt as a current liability to reflect the option its
lenders have to call its debt at any time.

"These factors raise substantial doubt as to our ability to
continue as a going concern," Mark G. Meikle, executive vice
president and chief financial officer, said.


TVI CORPORATION: Can Use $1.8MM of BB&T DIP Financing until May 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
TVI Corporation and its debtor-affiliates to access debtor-in-
possession financing from Branch Banking and Trust Company until
May 1, 2009, up to $1,800,000 in accordance with all of the
lending formulae, sublimits, terms and conditions set forth in the
existing loan agreement.

The final hearing to consider entry of the final order and final
approval of the DIP Facility is scheduled for April 29, 2009, at
2:00 p.m., prevailing Eastern Time at the U.S. Bankruptcy Court
for the District of Maryland.  Objections are due:00 p.m.,
prevailing Eastern Time, 3 days prior to the date of the final
hearing.

The Debtors were also authorized to use cash collateral securing
repayment of secured loan to their lender.

The Debtors together with a non-debtor, Capa Manufacturing Corp.,
borrowed monies under an amended and restated financing and
security agreement dated Feb. 22, 2008, with BB&T.  The facility
is comprised of $11,000,000 revolving line of credit and
$22,500,000 term loan.  The Debtors say they owe $10,200,000 under
the revolver and $17.1 million under the term loan.  The
obligations of the Debtors under the credit facility are secured
by liens on substantially all of the assets of each Debtor.

As reported in the Troubled Company Reporter on April 7, 2009, the
salient term of the DIP agreement are:

Interim Borrowing
Limit:                $1,800,000 above the prepetition revolver
                      balance.

Final Borrowing
Limit:                $19,000,000, subject to a borrowing base
                      and other terms and conditions of the DIP
                      financing documents.

Interest Rate:        Prime rate plus 2.0% per annum, subject to
                      a floor of 5.25% per annum.

Maturity:             180 days after the commencement of the
                      Chapter 11 Case, subject to early
                      termination events including, without
                      limitation, the occurrence of one or more
                      events of default and confirmation of plan
                      of reorganization.

Unused Line Fee:      Quarterly fee of 0.25% per annum.

Letter of Credit
Fee:                  2.0% per annum payable at opening and on
                      each anniversary.

Post Default Rate:    200 basis points per annum.

Post-Petition
Financing Commitment
Fee:                  $25,000 payable at the time the
                      interim financing order is entered.

Servicing Fee:        $500 per month.

Under the DIP agreement, the Debtors are required to (i) provide a
draft disclosure statement and a plan of reorganization to the
lender within 90 days; (ii) file a disclosure statement and a plan
of reorganization acceptable to the lender within 120 days after
petition date; (iii) obtain court approval of disclosure statement
within 150 days after the petition date; (iv) obtain confirmation
of the plan acceptable to the lender within 180 days after the
Debtors' bankruptcy filing.

The Debtors will grant superpriority administrative expense claims
to the lender payable from all pre- and postpetition property of
the Debtors' estates to secure any and all of the DIP Obligations.

The DIP agreement contains customary and appropriate events of
default.

                       About TVI Corporation

Headquartered in Gleen Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  These
products include powered air-purifying respirators, respiratory
filters and quick-erect shelter systems used for decontamination,
hospital surge systems and command and control.  The users of
these products include military and homeland defense/homeland
security customers.  The Company and two of its affiliates filed
for Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead
Case No. 09-15677).  Christopher William Mahoney, Esq., at Duane
Morris LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Buccino & Associates, Inc. as their financial
advisors and consultants.  When the Debtors filed for protection
from their creditors, they posted assets between
$10 million and $50 million, and debts between $1 million and
$10 million.


TVI CORPORATION: Schedules and SOFA Filing Extended Until May 7
---------------------------------------------------------------
Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland extended until May 7, 2009, TVI Corporation
and its debtor-affiliates' time for filing their schedules of
assets and liabilities, and statement of financial affairs.

The Debtors said the extension will enable them to compile the
necessary information to complete their schedules and statement.

Headquartered in Gleen Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  These
products include powered air-purifying respirators, respiratory
filters and quick-erect shelter systems used for decontamination,
hospital surge systems and command and control.  The users of
these products include military and homeland defense/homeland
security customers.  The Company and two of its affiliates filed
for Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead
Case No. 09-15677).  Christopher William Mahoney, Esq., at Duane
Morris LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Buccino & Associates, Inc., as their
financial advisors and consultants.  When the Debtors filed for
protection from their creditors, they posted assets between
$10 million and $50 million, and debts between $1 million and
$10 million.


UNIPROP MANUFACTURED: Accepts Purchase Offer of Aztec Estates
-------------------------------------------------------------
The Board of Directors of the General Partner of Uniprop
Manufactured Housing Communities Income Fund unanimously approved
a motion to accept a purchase offer from an unrelated third party
for the sale of Aztec Estates in Margate, Florida.

The Agreement of Purchase and Sale was subsequently entered into
on March 31, 2009.

Financial terms of the deal were not disclosed.

Because the Fund is in default on its first mortgage loan, the
lender also needed to consent to the sale.  This consent was
granted on the condition that the Fund enters into a forbearance
agreement with the lender.  This forbearance agreement is
presently being negotiated but will likely involve placing the
deeds for both Aztec Estates and Old Dutch Farms in escrow pending
the sale.

According to the Joel Schwartz, Principal Financial Officer of the
company, should the sale of Aztec Estates not close as
contemplated, the lender will acquire ownership of the two
properties.  Should the sale of Aztec Estates close at the
contracted price, the proceeds will be sufficient to satisfy the
entire debt amount with the first mortgage lender.  In this event,
the Fund will continue to own the Old Dutch Farms property.

In addition to the default on its first mortgage loan, the Fund
has also received a Notice of Default from National City Bank as
the Fund was unable to make the required debt service payment due
on March 20, 2009, on its term loan with National City.  The Fund
said in March it was negotiating various cures to these two
defaults including possible forbearance agreements and sale of
Aztec Estates and Old Dutch Farms.  Absent an agreement, both
lenders are very likely to pursue any and all legal remedies
available to them including foreclosure on the properties and an
action against the guarantor on the term loan.

                    About Uniprop Manufactured

Headquartered in Birmingham, Michigan, Uniprop Manufactured
Housing Communities Income Fund -- http://www.uniprop.com/-- a
Michigan Limited Partnership, was originally formed to acquire,
maintain, operate and ultimately dispose of income producing
residential real properties consisting of four manufactured
housing communities.  The general partner of the partnership is
P.I. Associates Limited Partnership.

For the nine months ended September 30, 2008, the Partnership
incurred a net loss from continuing operations of $150,381. As of
September 30, 2008, the Partnership had an accumulated deficit of
$5,027,579 and insufficient cash on hand to meet its expected
liquidity requirements after the next two to three months. These
factors raise substantial doubt as to the Partnership's ability to
continue as a going concern.

As of September 30, 2008, the Company's balance sheet showed total
assets of $10,532,555 and total liabilities of $15,560,134,
resulting in total partners' deficit of $5,027,579.


UNITED GUARANTY: S&P Downgrades Counterparty Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on United
Guaranty Residential Insurance Co. to 'BBB+' from 'A-' and removed
these ratings from CreditWatch with negative implications.
Standard & Poor's also placed its 'A-' financial strength rating
on AIG United Guaranty Insurance (Asia) Ltd. on CreditWatch with
negative implications while it assesses UGC Asia's stand-alone
credit profile.

At the same time, Standard & Poor's lowered its counterparty
credit and financial strength ratings on Radian Guaranty Inc.
(Radian MI) to 'BB-' from 'BBB+' and its counterparty credit
rating on Radian Group Inc. to 'CCC' from 'BB' and removed these
ratings from CreditWatch negative.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on Radian Insurance Inc. to 'BB-' from
'BB+'.  These ratings remain on CreditWatch with negative
implications.  The resolution of the CreditWatch status of the
ratings will focus on a review of Radian Insurance's stand-alone
credit profile and the value of explicit support agreements
provided by Radian MI and Radian Group.  Standard & Poor's views
Radian Insurance as nonstrategic to Radian MI because its product
profile emphasizes nontraditional products instead of the group's
core product of first-lien mortgage insurance.  Radian Insurance
provides credit enhancement for residential mortgage backed
securities in the U.S. and Europe, second-lien mortgages, and net
interest margin securities.

S&P also lowered its counterparty credit and financial strength
ratings on Radian Asset Assurance Inc. to 'BBB-' from 'BBB+' and
kept the rating on CreditWatch negative.  The downgrade reflects
Radian Asset's relationship with weakened parent company, Radian
Guaranty Inc.  Radian Asset is in run-off, and its principal
strategic function is to serve as a source of dividends for Radian
Guaranty.  Radian Asset benefits from a relatively small amount of
RMBS and CDO of ABS exposure compared with the industry average.
However, its pooled corporate exposure is sizable.  S&P could
resolve the CreditWatch status of the ratings favorably if S&P's
review of capital adequacy -- including current dividend plans and
regulatory dividend constraints -- indicates that it is still
appropriate for the rating level.  If Radian Asset's capital
adequacy position has weakened, S&P could lower the rating again,
but it is unlikely that the rating would fall below the rating on
the parent.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on PMI Mortgage Insurance Co. to 'BB-'
from 'A-' and removed these ratings from CreditWatch negative
implications.  Standard & Poor's lowered its counterparty credit
rating on PMI Group Inc. to 'CCC' from 'BBB-' and revised the
CreditWatch status to developing from negative.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on PMI Mortgage Insurance Co. Ltd.
(Europe) to 'BB-' from 'A-'.  The ratings remain on CreditWatch
negative to reflect the deterioration in the value of the support
provided to PMI Europe by PMI.  The resolution of this CreditWatch
will focus on a review of PMI Europe's stand-alone credit profile.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on Genworth Mortgage Insurance Corp. to
'BBB+' from 'A+' and removed these ratings from CreditWatch
negative.

S&P also lowered the counterparty credit and financial strength
ratings on Republic Mortgage Insurance Co. to 'A-' from 'A' and
removed these ratings from CreditWatch negative.

In addition, Standard & Poor's affirmed its 'BB' counterparty
credit and financial strength ratings on Mortgage Guaranty
Insurance Corp.'s and removed the ratings from CreditWatch
negative.  S&P also affirmed its 'CCC' counterparty credit rating
MGIC Investment Corp. and withdrew the rating at the company's
request.

Some smaller subsidiaries are also affected by these rating
actions.  The outlook on all of these rated entities that are not
still on CreditWatch is stable.  Although the outlook is stable,
there is a meaningful probability that the ratings of most
mortgage insurers could change in the next two years.  There is
significant uncertainty regarding the ultimate loss costs of loans
originated before the first half of 2008.  If actual loss costs
are significantly less than S&P's expectations, S&P believes
mortgage insurers' competitive positions, operating performance,
and capitalization would support higher ratings.  However,
Standard & Poor's would likely downgrade a mortgage insurer if S&P
believes its ultimate claim rates were likely to exceed S&P's
projections.  Entering run-off could also have negative ratings
implications.

"The downgrades reflect a significant increase in our estimate of
mortgage insurers' loss costs for loans insured through the flow
channel and the impact this revision will have on the companies'
operating results, capitalization, and competitive positions,"
explained Standard & Poor's credit analyst James Brender.  The key
drivers of the increase in loss-cost assumptions are the increase
in S&P's assumption for peak unemployment and the sharp rise in
delinquent loans.

As a result of the increase in S&P's loss-cost assumptions,
mortgage insurers' operating results for 2009-2011 will be
materially weaker than S&P expected in August 2008.  Another
fundamental change in S&P's forecasts is the expectation for the
majority of mortgage insurers to report operating losses instead
of profits in 2011.  However, there is still significant
uncertainty surrounding the ultimate claim rates for loans insured
between 2005 and 2008; therefore, it is possible that mortgage
insurers could report strong operating results in 2011.

"The differences in ratings among mortgage insurers largely
reflect S&P's perception of differences in their competitive
positions, operating performance, and capitalization," Mr. Brender
added.  "These differences stem primarily from differences in the
credit quality of the companies' insured loan portfolios."  The
mortgage insurers with investment-grade ratings concentrated on
the flow channel, which generates mostly prime mortgages.
Conversely, the speculative-grade mortgage insurers derived a
significant portion of their production from the bulk channel,
which features a higher portion of subprime and Alt-A mortgages.
In S&P's base-case forecast, claim rates for the bulk channel are
almost twice as high as those for the flow channel.

CMG Mortgage Insurance Co. and California Home Loan Insurance Fund
were not part of the review.  CMG MI specializes in default
protection for first-lien mortgages originated by credit unions,
and its results compare very favorably with those of its larger
peers.  The outlook on CMG MI is negative because of the extremely
difficult conditions in the mortgage insurance sector.  The rating
on CaHLIF is based on its strategic importance to the California
Housing Finance Agency.

There is no change to the ratings on Old Republic International
Corp. or any of ORI's nonmortgage insurance subsidiaries.  The
ratings on ORI reflect standard notching from its
property/casualty operations (Old Republic General).
Historically, Standard & Poor's narrowed the gap between ORI and
its highest rated subsidiaries to two notches because S&P believed
ORI had diversified earnings and extremely strong holding-company
metrics.  However, the very challenging environment for mortgage
insurers and title insurers has at least temporarily weakened
ORI's diversification.  Standard & Poor's could reinstate narrower
notching for ORI when RMIC returns to profitability.


VERASUN ENERGY: Court Sets May 25 Deadline to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established May 25, 2009, as the general claims bar date, the bar
date for governmental units, and the bar date for Sec. 503(b)(9)
claims in VeraSun Energy Corporation, et al.'s Chapter 11
bankruptcy cases.

Proofs of claim must be filed on or before the bar dates so as to
be received no later than 5:00 p.m. Pacific Time, at the following
address if delivered by mail, hand delivery or overnight courier:

     VeraSun Energy Corporation, et al.
     Claims Processing Dept.
     2335 Alaska Avenue
     El Segundo, CA 90245

For additional information regarding the filing of a proof of
claim, please contact:

     a) Skadden, Arps, Slate, Meagher & Flom Llp
        Attn: Mark S. Chehi, Esq.
              Megan E. Cleghorn, Esq.
              Davis Lee Wright, Esq.
        One Rodney Square
        P.O. Box 636
        Wilmington, DE 19899
        Tel: (302) 651-3000

     b) Skadden, Arps, Slate, Meagher & Flom LLP
        Attn: Felicia Gerber Perlman, Esq.
              John K. Lyons, Esq.
              Patrick J. Nash, Jr., Esq.
        333 West Wacker Drive
        Chicago, Illinois 60606
        Tel: (312) 407-0700

     c) Kurtzman Carson Consultants LLC
       Tel: (310) 823-9100
            (866) 381-9100

The claims registers for the Debtors will be available at the
office of Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El
Segundo, CA 90245 and/or on line at http://www.kccllc.net/verasun

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


VERTICAL COMPUTER: Collects Net Proceeds of $873,444 from Ross
--------------------------------------------------------------
Now Solutions, Inc., a wholly-owned subsidiary of Vertical
Computer Systems, Inc., on March 24 applied for and received the
cash deposit of Ross Systems, Inc., that was held by the New York
City Department of Finance.

These funds had been deposited by Ross to stay enforcement of the
judgment awarded to Now Solutions in the action of Ross Systems,
Inc. v. Now Solutions, Inc.  The stay was vacated by operation of
law after the judgment was affirmed by the New York, Appellate
Division on February 11, 2009.  As of March 24, 2009, the cash
deposit of $3,151,216 had accrued $133,424 in interest since the
judgment was entered on October 11, 2007.

The net proceeds of the cash deposit collected by Now Solutions,
after deducting $2,345,502 in outstanding attorney's fees and
costs and $65,693 in fees and interest charged by New York City
Department of Finance on the cash deposit, was $873,444.

Now Solutions is entitled to an additional amount of approximately
$335,000 plus accrued interest that remains unsatisfied on the
judgment.  In addition, Now Solutions intends to move for an award
of additional attorney fees and expenses incurred in defense of
the appeal.

Now Solutions is obligated to pay $325,658.54 against the
outstanding balances on certain promissory notes issued by
Taladin, Inc., the Company's wholly owned subsidiary, from any net
proceeds of the judgment awarded to Now Solutions in the Ross
litigation, after deducting attorney's fees and costs.

In the action, Ross has moved before the Appellate Division of the
Supreme Court, First Department, for re-argument of the appeal, or
in the alternative, for leave to appeal the Court of Appeals.
This motion is noticed to be submitted on April 9, 2009.

                     About Vertical Computer

Based in Richardson, Texas, Vertical Computer Systems Inc. (OTCBB:
VCSY) -- http://www.vcsy.com/-- is a multinational provider of
administrative software services, Internet core technologies, and
derivative software application products through its distribution
network.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Malone & Bailey, PC, in Houston, expressed substantial doubt about
Vertical Computer Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm pointed to the company's losses from operations and working
capital deficiency.

As of September 30, 2008, the Company had $658,221 in total assets
and $15.6 million in total liabilities, resulting in
$15.0 million in stockholders' deficit.  The company posted net
income of $226,704 on $4.2 million in total revenues for the three
months ended September 30, 2008.


VERTICAL COMPUTER: Expects to File 2008 Annual Report This Week
---------------------------------------------------------------
Vertical Computer Systems, Inc., has yet to file its annual report
on Form 10-K for the period ended December 31, 2008, with the
Securities and Exchange Commission.  It expects to do so this
week.

Vertical Computer has said it is experiencing delays in resolving
legal matters and accounting issues associated with debt
convertible into common stock and the valuation of certain stock
compensation rights.  In addition, Vertical Computer has
experienced delays in resolving legal matters and accounting
issues associated with the Company's material subsidiary, Now
Solutions, Inc., which are material to the Company's financial
statements.

As a result, the Company's accounting department requires
additional time to accumulate and review its subsidiaries'
financial information in order to complete the consolidation
process and cannot, without unreasonable effort and expense, file
its Form 10-K on or before the prescribed filing date.

Vertical Computer has been gathering all required data.

The Company has recorded additional software revenues when it
settled its patent infringement litigation with Microsoft
Corporation in July 2008.

The Company has issued convertible debentures and received shares
of its common stock from two officers which it is required to
reimburse.  For each reporting period, these derivative
liabilities are marked-to-market, the Company said.  Variation in
the common stock price per share impacts the non-cash gain or loss
recorded in the period as a gain or loss on derivatives, the
Company explained.  Consequently, the amount of the non-cash gain
or loss may be material from period to period.

                     About Vertical Computer

Based in Richardson, Texas, Vertical Computer Systems Inc. (OTCBB:
VCSY) -- http://www.vcsy.com/-- is a multinational provider of
administrative software services, Internet core technologies, and
derivative software application products through its distribution
network.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Malone & Bailey, PC, in Houston, expressed substantial doubt about
Vertical Computer Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's losses from operations and working
capital deficiency.

As of September 30, 2008, the Company had $658,221 in total assets
and $15.6 million in total liabilities, resulting in
$15.0 million in stockholders' deficit.  The company posted net
income of $226,704 on $4.2 million in total revenues for the three
months ended September 30, 2008.


VIASYSTEMS INC: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit and other ratings on St. Louis-based Viasystems,
Inc., and revised the ratings outlook to stable from positive.
Viasystems has $200 million of rated debt outstanding.

"The action reflects expectations that lower revenues and
profitability seen in the December 2008 quarter will be indicative
of operating performance over the next several quarters," said
Standard & Poor's credit analyst Bruce Hyman.


VITRO DEVELOPERS: Claron Lion to Auction Orbis Assets on April 23
-----------------------------------------------------------------
Clarion Lion Properties Fund Lender VI, L.P., will offer for sale
at a public auction beginning at 10:00 a.m. (Eastern) on
April 23, 2009, all right, title and interest of Vitro Developers
LLC in the collateral securing Mezzanine Debt to it in the amount
of at least $42,089,253 as of March 2, 2009.

The auction will be held at the offices of Mayer Brown LLP, 1675
Broadway, in New York, NY.

The collateral primarily consists of the borrower's ownership
interests, certificates or other equity interests in Orbis
Developers LLC, a Delaware limited liability company.

Based upon information provided by Vitro Developers and Orbis
Developers, the business of Orbis Developers is to (i) own,
operate and develop the real estate located at 678, 680, 682 and
684 Lexington Avenue and 131, 133, 135 and 137 East 56th Street,
New York, NY, including any improvements now located or to be
constructed thereon (the "Project"), and (ii) to exercise all
other related ancillary rights of the owner and developer of the
Project.

The Project is and, after the auction has been conducted, will
continue to be encumbered by a first mortgage lien securing
indebtness under certain loan documents of approximately
$23.4 million.

Sale will be on an "as is, where is" basis.

For questions concerning the auction and the collateral, please
contact:

     Mayer Brown LLP
     Attn: Craig E. Reimer, Esq.
     71 South Wacker Drive
     Chicago, Illinois 60606
     Tel: (312) 701-7049
     Fax: (312) 706-8236
     email: creimer@mayerbrown.com


WICHITA: S&P Affirms 'B' Rating on 1995 Bonds
---------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wichita (Brentwood Manor Project), Kansas's multifamily housing
revenue bonds series IX-A 1995 and IX-B 1995 to negative
from stable.  At the same time, Standard & Poor's affirmed its 'B'
rating on project's series IX-A 1995 bonds, and its 'B-' rating on
the project's series IX-B 1995 bonds.

"The outlook revision reflects the property's reliance on advances
from an affiliate, Christian Relief Services Charities Residential
Inc., which is not obligated to pay debt service," said Standard &
Poor's credit analyst Mikiyon Alexander.

The ratings reflect project's reliance on advances from Christian
Relief Services Charities Residential Inc. and low demand in the
project's market, as demonstrated by occupancy rates below 90%.


WILLIAM STACK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: William Andrew Stack
        26019 Masters Parkway
        Spicewood, TX 78669

Bankruptcy Case No.: 09-10666

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Raul Loya, Esq.
                  Loya & Associates, P.C.
                  10830 N. Central Expressway, Suite 200
                  Dallas, TX 75231
                  Tel: (214) 521-8766
                  Fax: (214) 521-8820

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

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

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

            http://bankrupt.com/misc/txwb09-10666.pdf

The petition was signed by William Andrew Stack.


XERIUM TECHNOLOGIES: Has 18 More Months to Regain NYSE Compliance
-----------------------------------------------------------------
Xerium Technologies, Inc., said the New York Stock Exchange has
accepted the Company's plan to regain compliance with the
exchange's continued listing standards.  As a result, Xerium's
common stock will continue to be listed on the NYSE during the
compliance period, subject to quarterly reviews by the NYSE to
monitor the Company's progress against the plan.

On December 29, 2008, the Company was notified by the NYSE that it
was not in compliance with two NYSE standards for continued
listing of the company's common stock on the exchange because the
average closing price of the Company's common stock was less than
$1.00 per share over a consecutive 30 trading day period, and the
Company's average total market capitalization was less than
$75 million over the same period and its most recently reported
stockholders' equity was less than $75 million.

As a result of the NYSE's acceptance of the plan, Xerium has 18
months from the original notification date in which to regain
compliance with the average market capitalization standard,
subject to its compliance with the NYSE's other continued listing
requirements.  With respect to the $1.00 minimum price standard,
the Company initially had six months from the date of receipt of
the notification from the NYSE to bring its share price and
average share price over $1.00.  However, the NYSE has suspended
the $1.00 minimum price requirement through June 30, 2009.  Once
the NYSE reinstitutes the average share price standard, Xerium's
six-month compliance period will recommence, and the company will
have the remainder of the period in which to regain compliance
with the standard.  Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
could result in the Company's common stock being delisted from the
NYSE.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to
SGL-3 from SGL-4, and upgraded its probability of default rating
to Caa1 from Caa2.

Xerium posted a net loss of $4.3 million for the fourth quarter
ended December 31, 2008, on net sales of $149.4 million; compared
to a net loss of $168.0 million for the same period in 2007, on
net sales of $164.2 million.  Xerium posted a net income of
$26.5 million for year 2008, on net sales of $638.1 million;
compared to a net loss of $150.2 million in 2007, on net sales of
$615.4 million.

At December 31, 2008, Xerium had $811.5 million in total assets,
including $34.7 million in cash and cash equivalents; and
$839.1 million in total liabilities, including $175.9 million in
total current liabilities, resulting in stockholders' deficit of
$27.5 million.


XERIUM TECHNOLOGIES: O'Donnell to Step Down as EVP and CFO in May
-----------------------------------------------------------------
Xerium Technologies, Inc., received notice on March 30, 2009, from
Michael O'Donnell of his resignation as Executive Vice President
and Chief Financial Officer of the Company, which is expected to
be effective in May 2009.  The Company has retained an
international executive search firm and is currently in the
process of interviewing candidates to replace Mr. O'Donnell as
Chief Financial Officer.

Mr. O'Donnell also resigned as a director of the Company,
effective with his departure in May 2009.  Mr. O'Donnell's
resignation from the Board of Directors is not the result of any
disagreement with the Company on any matter related to its
operations, policies, or practices.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                          *     *     *

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to
SGL-3 from SGL-4, and upgraded its probability of default rating
to Caa1 from Caa2.

Xerium posted a net loss of $4.3 million for the fourth quarter
ended December 31, 2008, on net sales of $149.4 million; compared
to a net loss of $168.0 million for the same period in 2007, on
net sales of $164.2 million.  Xerium posted a net income of
$26.5 million for year 2008, on net sales of $638.1 million;
compared to a net loss of $150.2 million in 2007, on net sales of
$615.4 million.

At December 31, 2008, Xerium had $811.5 million in total assets,
including $34.7 million in cash and cash equivalents; and
$839.1 million in total liabilities, including $175.9 million in
total current liabilities, resulting in stockholders' deficit of
$27.5 million.


ZOUNDS INC: Wants Schedules & SOFA Filing Extended Until April 29
-----------------------------------------------------------------
Zounds, Inc., asks the U.S. Bankruptcy Court for the District of
Arizona to extend until April 29, 2009, the time to file its
statement of financial affairs and schedules of assets and
liabilities.

The Debtor needs more time to gather information from books,
records, and documents relating to thousands of transactions;
complete and file the statements and schedules.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Debtor filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP represents
the Debtor in its restructuring efforts.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


ZYNEX INC: Marquette Healthcare Waives Covenant Breaches
--------------------------------------------------------
Zynex, Inc., and its subsidiary, Zynex Medical, have entered into
a letter agreement with Marquette Healthcare Finance in which
Marquette states its willingness to waive breaches of financial
covenants by Zynex, Inc., and Zynex Medical.

In the letter agreement, Marquette indicates that Zynex did not
meet the EBITDA covenant and debt service coverage ratio covenant
as of December 31, 2008, and that Zynex would not meet the EBITDA
covenant as of March 31, 2009.  Marquette stated its willingness
to forebear taking action on these financial covenant defaults for
the quarters ended December 31, 2008 and March 31, 2009, and to
waive any default fee or default interest rate.

Marquette also stated that it will reset the minimum EBITDA
covenant, which is on a trailing 12 month basis, to be the
following as of the end of each quarterly period in 2009:

               DATE                 AMOUNT
               ----                 ------
            03/31/2009              Waived
            06/30/2009          $1,436,000
            09/30/2009          $3,252,000
            12/31/2009          $4,111,000

When available, financial projections for 2010 will be used to set
future EBITDA covenant targets in Marquette's sole discretion.

With respect to Zynex's recently announced restatement of
financial statements for the first three quarters of 2008,
Marquette has waived any breach of a representation, warranty or
covenant concerning the accuracy of the original unaudited
financial statements for these quarterly periods.  Notwithstanding
such waiver, Marquette expressly reserved any right to declare a
default, and any other claim, right or remedy with respect to (a)
the restated financial statements for these quarterly periods; and
(b) any fraud or intentional misrepresentation in connection with
the original financial statements for these quarterly periods.

Marquette and Zynex will amend the line of credit to increase the
margin to 3.25% and increase the collateral monitoring fee to
$1,750 per month. The interest rate for the line of credit is the
margin plus the higher of (i) a floating prime rate; or (ii) the
floating LIBOR rate plus 2%.

                            About Zynex

Funded in 1996, Zynex, Inc., engineers, manufactures, markets, and
sells its own design of electrotherapy medical devices in two
distinct markets: standard digital electrotherapy products for
pain relief and pain management; and the NeuroMove(TM) for stroke
and spinal cord injury rehabilitation.  Zynex's product lines are
fully developed, FDA-cleared, commercially sold, and have been
developed to uphold the Company's mission of improving the quality
of life for patients suffering from impaired mobility due to
stroke, spinal cord injury, or debilitating and chronic pain.


* Hoover's Says Number of U.S. IPOs Decreased 83% from Q1 2008
--------------------------------------------------------------
Hoover's, Inc., said there's a continued significant downturn in
the U.S. IPO market -- only two companies went public on the major
U.S. stock exchanges in Q1 2009, an 83% decrease in the number of
IPOs over Q1 2008, as revealed in Hoover's IPO Scorecard -
http://www.hoovers.com/ipo/scorecard.

The two IPOs offered on the NYSE and AMEX in Q1 2009 raised
$722 million, compared to 12 IPOs in Q1 2008, which raised
$18.9 billion -- however, Visa's mega IPO -- the largest ever for
a U.S. company -- contributed $17.9 billion of that Q1 2008 total.

On the heels of a dismal Q4 for IPOs -- only one company went
public in Q4 2008 - Grand Canyon Education -- January 2009 ushered
in a number of IPO postponements, withdrawals, and lowering of
price range estimates.  February 2009 brought a bit more hope in
the form of four IPOs lined up to price in the first half of the
month.  But only one made it to market by month's end -- leading
infant formula maker Mead Johnson -- that ended up raising $720
million.

China-based audio/visual product maker NIVS IntelliMedia
Technology Group went public in March 2009, raising $2 million,
while biofuel maker Changing World Technologies ended up scrapping
its plans to go public, filing for bankruptcy protection shortly
thereafter. Only three companies filed to go public in Q1 2009 --
Medidata Solutions (clinical trial products), OpenTable (online
restaurant reservations) and Changyou.com Ltd. (China-based online
gaming).  Changyou.com debuted April 2, 2009, pricing at $16.00 --
the top of its expected range -- and closing up 25%.

"The IPO market seems to be stuck in wait-and-see mode, and for
good reason.  We need to wait until we see some real stability in
the overall economy and stock market so that investors will gain
enough confidence to feel comfortable taking a few risks," said
Tim Walker, Hoover's industry expert and author of the Business
Insight Zone.  "Large, successful companies with strong brands can
continue to go public even in a down market, but for many of the
smaller players it will likely be many months, or possibly more
than a year, before a substantial upturn takes hold in the IPO
market."

Hoover's analyzes the IPO market daily to produce the quarterly
IPO Scorecard.  Each IPO Scorecard includes an assortment of facts
selected by Hoover's editors, including best- and worst-performing
IPOs, biggest one-day jumps and drops in the first day of trading,
and a breakdown by industry sector.

Hoover's, Inc. -- -- http://www.hoovers.com/-- a D&B company,
provides its customers insightful information about companies,
industries and key decision makers, along with the powerful tools
to find and connect to the right people to get business done.
Hoover's provides this information for sales, marketing, business
development, and other professionals who need intelligence on U.S.
and global companies, industries, and the people who lead them.
Hoover's unique combination of editorial expertise and one-of-a-
kind data collection with user-generated and company-supplied
content gives customers a 360-degree view and competitive edge.
Hoover's is headquartered in Austin, Texas.


* 271 U.S. Auto Dealers Collapse in First Quarter 2009
------------------------------------------------------
About 271 auto dealers in the U.S. have closed in the first
quarter of 2009, Kate Linebaugh at The Wall Street Journal
reports, citing the National Automobile Dealers Association.

According to WSJ, the National Automobile Dealers said that auto
dealers declined to 19,738 at the end of the first quarter 2009,
from 20,009 at the end of 2008.  WSJ relates that the National
Automobile Dealers said that it expects about 1,200 dealers --
mostly sellers of domestic brands -- to close this year, about 20%
more than in 2008.

WSJ states that lenders tightened terms and costs outstripped
revenue for auto dealers.  According to the report, light-vehicle
sales in the first three months of the 2009 dropped 38%, with
sales of domestic brands down 46%, compared with declines of 31%
for Asian automakers and 27% for European brands.

General Motors Corp., WSJ relates, said that about 198 of its
dealers went out of business in the first quarter 2009, bringing
its total to 6,177 at the end of March.  GM wants to reduce its
dealer network to 5,750 at the end of this year and to 4,100 in
2014, WSJ notes.  GM, WSJ states, is selling and phasing out
several of its brands, including Saturn.  As a result, several
Saturn dealers have closed, WSJ says.

WSJ relates that Chrysler LLC said that it cut its dealers by 82
over the first quarter to about 3,218 at the end of March 2009.
Chrysler lost 74 dealers in the fourth quarter of 2008, WSJ notes.
Chrysler said in its viability plan that about 27% of its dealers
were in financial trouble, WSJ reports.

About 269 dealers of Ford's brands closed in 2008, bringing the
company's total at the end of December to 3,787, WSJ states.


* Failed Banks Now Total 23 as 2 Banks from Colorado & N.C. Shut
-----------------------------------------------------------------
Two more banks were seized by regulators on April 10, bringing
this year's tally of failed banks to 23.  The numbers could rise
further this year as there were 252 financial institutions in the
Federal Deposit Insurance Company's "Problem List" as of the end
of 2008, compared with only 76 in the prior year.

According to Bloomberg News, tumbling home prices and surging
unemployment caused more borrowers to fall behind on loan payments
to banks.

The banks closed this year by regulators are:

  Bank                                          Closing Date
  ----                                          ------------
New Frontier Bank, Greeley, CO                     04/10/09
Cape Fear Bank, Wilmington, NC                     04/10/09
Omni National Bank, Atlanta, GA                    03/27/09
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of the closed banks:

                                             Buyer's     FDIC Cost
                                             Assumed  to Insurance
                                             Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

The FDIC entered into an agreement with SunTrust Bank, Atlanta,
Georgia to act as paying agent for the insured deposits of Omni
National Bank.  As of March 9, 2009, Omni had total deposits of
$796.8 million, of which $2.0 million were uninsured.

To protect the depositors of New Frontier Bank, the FDIC created
the Deposit Insurance National Bank of Greeley (DINB), which will
remain open for approximately 30 days to allow depositors time to
open accounts at other insured institutions.  Bank of the West,
San Francisco, California, was contracted by the FDIC to provide
operational management of the DINB.  As of March 24, 2009, New
Frontier had total assets of $2.0 billion and total deposits of
about $1.5 billion.

A complete list of banks that failed since 2000 is available at:

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

                     252 Banks in Problem List

As previously reported by the TCR, the number of FDIC-insured
commercial banks and savings institutions reporting financial
results fell to 8,305 at the end of 2008, down from 8,384 at the
end of the third quarter.  The net decline of 79 institutions was
the largest since the first quarter of 2002.  Fifteen new
institutions were chartered in the fourth quarter, the smallest
number in any quarter since the third quarter of 1994.  Seventy-
eight insured institutions were absorbed into other institutions
through mergers, and 12 institutions failed during the quarter
(five other institutions received FDIC assistance in the quarter).
For all of 2008, there were 98 new charters, 292 mergers, 25
failures and 5 assistance transactions.  Five institutions with
total assets of $1.3 trillion were assisted by the FDIC in 2008.
This is the largest number of failed and assisted institutions in
a year since 1993, when there were 50.

At year-end, 252 insured institutions with combined assets of $159
billion were on the FDIC's "Problem List."  These totals are up
from 171 institutions with $116 billion in assets at the end of
the third quarter, and 76 institutions with $22 billion in assets
at the end of 2007.  The Problem List's 252 institutions at the
end of the fourth quarter of 2008 is the largest number since the
middle of 1995.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

A copy of FDIC's Quarterly Banking Profile is available at:

          http://researcharchives.com/t/s?3aa5


* Cadwalader Hired by Treasury for Advice on Auto Industry
----------------------------------------------------------
Contracts valued at as much as $8.59 million each to advise the
U.S. government on plans to restructure and finance the nation's
auto industry was won by Cadwalader Wickersham & Taft LLP and two
other law firms, Cynthia Cotts of Bloomberg News reported.

Bloomberg said that according to notices dated March 30 and posted
April 9 on a government Web site, Sonnenschein Nath & Rosenthal
LLP and Haynes & Boone LLP also were hired by the U.S. Treasury
Department. The notices further states that the Treasury seeks
legal advice on loans and investments it is making in car
manufacturers and suppliers.

According to the report, the Treasury Department has offered U.S.
automakers and parts suppliers, including Detroit-based General
Motors Corp. and Auburn Hills, Michigan-based Chrysler LLC,
billions of dollars in loans to help them avoid bankruptcies.
Chrysler is in talks with Italy's Fiat SpA about a possible
alliance.

Bloomberg relates that Cadwalader won a previous contract in
January to advise the Treasury Department on bankruptcy scenarios
in the auto industry. The bankruptcy lawyers leading the work at
Cadwalader are Deryck Palmer and John Rapisardi.

Sonnenschein lawyers who are working on the bailout include
capital-markets partner Jeffrey Murphy and other former partners
of Thacher, Proffitt & Wood LLP, who joined Chicago-based
Sonnenschein when Thacher collapsed in December, said Bloomberg.

Sonnenschein is representing the Treasury Department in matters
related to developments within the U.S. automobile industry that
began last year, firm spokesman Jeffrey Mutterperl said in a
statement.

                   About Cadwalader Wickersham

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwalader
serves a diverse client base, including many of the world's top
financial institutions, undertaking business in more than 50
countries in six continents.

The firm offers legal expertise in antitrust, banking, business
fraud, corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance,  intellectual
property, litigation, mergers and acquisitions, private client,
private equity, real estate, regulation, securitization,
structured finance, and tax.


* BOND PRICING -- For Week From April 6 to April 10, 2009
---------------------------------------------------------

  Company              Coupon        Maturity    Bid Price
  -------              ------        --------    ---------
155 E TROPICANA          8.75%       4/1/2012        41.58
ACCO Brands Corp         7.63%      8/15/2015        18.25
ACCURIDE CORP            8.50%       2/1/2015        21.75
ACE CASH EXPRESS        10.25%      10/1/2014        26.75
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        33.00
ALABAMA POWER            5.50%      10/1/2042        70.00
ALERIS INTL INC         10.00%     12/15/2016         1.35
ALION SCIENCE           10.25%       2/1/2015        23.50
ALLBRITTON COMM          7.75%     12/15/2012        40.00
ALLIED CAP CORP          6.00%       4/1/2012        22.50
ALLIED CAP CORP          6.63%      7/15/2011        32.00
AMER AXLE & MFG          5.25%      2/11/2014        21.50
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        74.10
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            3.60%      4/15/2009        99.87
AMER GENL FIN            3.80%      4/15/2009        90.00
AMER GENL FIN            3.85%      9/15/2009        81.29
AMER GENL FIN            3.88%      10/1/2009        86.40
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        81.42
AMER GENL FIN            3.90%      4/15/2010        61.61
AMER GENL FIN            3.90%      4/15/2011        24.00
AMER GENL FIN            4.00%      6/15/2009        92.06
AMER GENL FIN            4.00%      8/15/2009        84.81
AMER GENL FIN            4.00%      9/15/2009        60.00
AMER GENL FIN            4.00%     11/15/2009        74.92
AMER GENL FIN            4.00%     11/15/2009        30.00
AMER GENL FIN            4.00%     11/15/2009        64.00
AMER GENL FIN            4.00%     12/15/2009        65.33
AMER GENL FIN            4.00%     12/15/2009        50.00
AMER GENL FIN            4.00%     12/15/2009        72.15
AMER GENL FIN            4.00%      3/15/2011        45.00
AMER GENL FIN            4.00%      4/15/2012        15.97
AMER GENL FIN            4.05%      5/15/2010        34.00
AMER GENL FIN            4.10%      1/15/2010        51.78
AMER GENL FIN            4.10%      5/15/2010        23.00
AMER GENL FIN            4.10%      1/15/2011        35.05
AMER GENL FIN            4.13%      1/15/2010        69.11
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        47.25
AMER GENL FIN            4.20%      8/15/2009        53.00
AMER GENL FIN            4.20%     10/15/2009        50.17
AMER GENL FIN            4.20%     11/15/2009        62.52
AMER GENL FIN            4.20%     10/15/2010        47.06
AMER GENL FIN            4.25%     11/15/2009        62.52
AMER GENL FIN            4.25%     10/15/2010        33.00
AMER GENL FIN            4.25%      3/15/2013        16.46
AMER GENL FIN            4.30%      5/15/2009        93.75
AMER GENL FIN            4.30%      6/15/2009        85.70
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        55.07
AMER GENL FIN            4.30%      9/15/2010        51.43
AMER GENL FIN            4.30%     10/15/2011        32.24
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        81.45
AMER GENL FIN            4.35%      3/15/2010        45.00
AMER GENL FIN            4.40%      5/15/2009        96.03
AMER GENL FIN            4.40%      7/15/2009        60.00
AMER GENL FIN            4.40%     12/15/2010        35.50
AMER GENL FIN            4.40%     12/15/2011        24.00
AMER GENL FIN            4.40%      4/15/2012        25.20
AMER GENL FIN            4.50%      7/15/2009        60.00
AMER GENL FIN            4.50%      9/15/2009        81.50
AMER GENL FIN            4.50%      3/15/2010        64.20
AMER GENL FIN            4.50%      8/15/2010        24.25
AMER GENL FIN            4.50%     11/15/2010        30.00
AMER GENL FIN            4.50%     11/15/2011        42.33
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        50.57
AMER GENL FIN            4.60%      1/15/2012        42.22
AMER GENL FIN            4.63%      5/15/2009        98.22
AMER GENL FIN            4.63%       9/1/2010        50.00
AMER GENL FIN            4.63%      3/15/2012        49.00
AMER GENL FIN            4.65%      8/15/2010        39.00
AMER GENL FIN            4.70%     12/15/2009        72.29
AMER GENL FIN            4.70%     10/15/2010        50.49
AMER GENL FIN            4.75%      6/15/2010        30.00
AMER GENL FIN            4.75%      8/15/2010        35.00
AMER GENL FIN            4.75%      5/15/2011        45.16
AMER GENL FIN            4.80%      8/15/2009        85.01
AMER GENL FIN            4.80%      9/15/2011        28.10
AMER GENL FIN            4.85%     10/15/2009        78.60
AMER GENL FIN            4.85%     12/15/2009        77.99
AMER GENL FIN            4.88%      5/15/2010        68.00
AMER GENL FIN            4.88%      6/15/2010        57.31
AMER GENL FIN            4.88%      7/15/2012        43.00
AMER GENL FIN            4.90%     12/15/2009        80.00
AMER GENL FIN            4.90%      3/15/2011        46.17
AMER GENL FIN            4.90%      3/15/2012        40.69
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        57.93
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        35.00
AMER GENL FIN            5.00%     12/15/2010        36.00
AMER GENL FIN            5.00%     12/15/2010        37.00
AMER GENL FIN            5.00%     12/15/2010        38.00
AMER GENL FIN            5.00%      1/15/2011        36.00
AMER GENL FIN            5.00%      1/15/2011        33.00
AMER GENL FIN            5.00%      3/15/2011        46.68
AMER GENL FIN            5.00%      6/15/2011        39.35
AMER GENL FIN            5.00%     10/15/2011        24.26
AMER GENL FIN            5.00%     12/15/2011        42.06
AMER GENL FIN            5.00%      3/15/2012        41.37
AMER GENL FIN            5.00%      8/15/2012        22.00
AMER GENL FIN            5.00%      8/15/2013        22.00
AMER GENL FIN            5.10%      6/15/2009        92.93
AMER GENL FIN            5.10%      9/15/2009        57.03
AMER GENL FIN            5.10%      9/15/2010        52.32
AMER GENL FIN            5.10%      3/15/2011        42.60
AMER GENL FIN            5.10%      1/15/2012        39.98
AMER GENL FIN            5.10%     12/15/2013        29.99
AMER GENL FIN            5.10%      3/15/2014        28.86
AMER GENL FIN            5.15%      6/15/2009        97.50
AMER GENL FIN            5.15%      9/15/2009        81.96
AMER GENL FIN            5.15%     10/15/2013        31.47
AMER GENL FIN            5.15%      3/15/2014        28.96
AMER GENL FIN            5.20%      6/15/2010        40.10
AMER GENL FIN            5.20%      5/15/2011        29.39
AMER GENL FIN            5.20%     12/15/2011        35.48
AMER GENL FIN            5.20%      5/15/2012        33.50
AMER GENL FIN            5.20%     10/15/2013        31.57
AMER GENL FIN            5.25%      6/15/2009        95.00
AMER GENL FIN            5.25%      6/15/2009        92.22
AMER GENL FIN            5.25%      7/15/2010        50.00
AMER GENL FIN            5.25%      4/15/2011        46.24
AMER GENL FIN            5.25%      6/15/2011        45.12
AMER GENL FIN            5.25%      9/15/2012        37.68
AMER GENL FIN            5.30%      6/15/2009        92.34
AMER GENL FIN            5.35%      6/15/2010        42.20
AMER GENL FIN            5.35%      7/15/2010        50.00
AMER GENL FIN            5.35%      9/15/2011        33.25
AMER GENL FIN            5.35%      8/15/2012        38.00
AMER GENL FIN            5.38%       9/1/2009        95.10
AMER GENL FIN            5.38%      10/1/2012        40.00
AMER GENL FIN            5.40%      6/15/2011        45.01
AMER GENL FIN            5.40%      6/15/2011        45.01
AMER GENL FIN            5.40%      5/15/2013        23.00
AMER GENL FIN            5.40%      9/15/2013        32.23
AMER GENL FIN            5.40%      6/15/2014        39.00
AMER GENL FIN            5.45%      9/15/2009        50.05
AMER GENL FIN            5.45%      6/15/2011        44.30
AMER GENL FIN            5.45%     10/15/2011        30.00
AMER GENL FIN            5.45%      9/15/2013        32.31
AMER GENL FIN            5.50%      6/15/2009        92.25
AMER GENL FIN            5.50%     12/15/2010        43.33
AMER GENL FIN            5.50%      4/15/2011        27.00
AMER GENL FIN            5.50%      6/15/2012        27.00
AMER GENL FIN            5.50%      7/15/2012        23.00
AMER GENL FIN            5.50%      8/15/2012        38.22
AMER GENL FIN            5.50%     12/15/2012        25.16
AMER GENL FIN            5.50%     12/15/2012        25.00
AMER GENL FIN            5.50%      1/15/2013        14.22
AMER GENL FIN            5.50%      1/15/2013        21.63
AMER GENL FIN            5.50%      5/15/2014        30.34
AMER GENL FIN            5.50%      6/15/2014        25.23
AMER GENL FIN            5.60%      6/15/2011        45.20
AMER GENL FIN            5.63%      8/17/2011        48.50
AMER GENL FIN            5.65%      3/15/2013        15.00
AMER GENL FIN            5.75%      8/15/2014        28.09
AMER GENL FIN            5.75%      9/15/2014        27.00
AMER GENL FIN            5.85%      9/15/2012        35.21
AMER GENL FIN            6.00%      7/15/2011        30.16
AMER GENL FIN            6.00%     10/15/2014        29.50
AMER GENL FIN            6.00%     10/15/2014        25.75
AMER GENL FIN            6.00%     11/15/2014        24.50
AMER GENL FIN            6.00%     12/15/2014        21.00
AMER GENL FIN            6.00%     12/15/2014        25.00
AMER GENL FIN            6.00%     12/15/2014        25.10
AMER GENL FIN            6.00%      1/15/2015        25.07
AMER GENL FIN            6.25%      7/15/2010        56.98
AMER GENL FIN            6.25%      7/15/2011        18.90
AMER GENL FIN            6.25%      7/15/2011        20.00
AMER GENL FIN            6.75%      7/15/2011        46.20
AMER GENL FIN            6.75%      7/15/2013        29.00
AMER GENL FIN            6.75%      7/15/2013        25.00
AMER GENL FIN            7.25%      7/15/2015        27.85
AMER GENL FIN            7.25%      7/15/2015         5.50
AMER GENL FIN            7.75%      9/15/2010        53.97
AMER GENL FIN            7.85%      8/15/2010        55.57
AMER GENL FIN            7.90%      9/15/2010        54.09
AMER GENL FIN            8.00%      8/15/2010        66.80
AMER GENL FIN            8.10%      9/15/2011        46.42
AMER GENL FIN            8.13%      8/15/2009        90.00
AMER GENL FIN            8.15%      8/15/2011        55.00
AMER GENL FIN            8.20%      9/15/2011        46.51
AMER GENL FIN            8.38%      8/15/2011        46.59
AMER GENL FIN            8.45%     10/15/2009        96.00
AMER GENL FIN            8.85%      9/15/2013        37.73
AMER GENL FIN            9.00%      9/15/2013        37.98
AMER INTL GROUP          4.70%      10/1/2010        64.10
AMER INTL GROUP          4.88%      3/15/2067         7.50
AMER INTL GROUP          5.38%     10/18/2011        55.00
AMER INTL GROUP          6.25%      3/15/2037        10.50
AMER MEDIA OPER          8.88%      1/15/2011        36.00
AMERICAST TECH          11.00%      12/1/2014        16.50
AMR CORP                 9.20%      1/30/2012        42.00
AMR CORP                10.40%      3/15/2011        52.00
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         4.25
APPLETON PAPERS          9.75%      6/15/2014        18.00
ARCO CHEMICAL CO         9.80%       2/1/2020        13.06
ARCO CHEMICAL CO        10.25%      11/1/2010        12.00
ARVINMERITOR             8.13%      9/15/2015        28.00
ARVINMERITOR             8.75%       3/1/2012        35.68
ASARCO INC               7.88%      4/15/2013        23.50
ASHTON WOODS USA         9.50%      10/1/2015        19.50
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        27.25
AVIS BUDGET CAR          7.75%      5/15/2016        26.00
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         7.00
BARRINGTON BROAD        10.50%      8/15/2014        20.00
BEAZER HOMES USA         4.63%      6/15/2024        25.00
BEAZER HOMES USA         6.50%     11/15/2013        23.00
BEAZER HOMES USA         6.88%      7/15/2015        24.51
BEAZER HOMES USA         8.13%      6/15/2016        26.00
BEAZER HOMES USA         8.38%      4/15/2012        29.00
BEAZER HOMES USA         8.63%      5/15/2011        35.00
BELL MICROPRODUC         3.75%       3/5/2024        18.00
BELL MICROPRODUC         3.75%       3/5/2024        15.63
BLOCKBUSTER INC          9.00%       9/1/2012        42.75
BON-TON DEPT STR        10.25%      3/15/2014        20.00
BORDEN INC               7.88%      2/15/2023        17.04
BORDEN INC               8.38%      4/15/2016        17.25
BORDEN INC               9.20%      3/15/2021        12.00
BOWATER INC              6.50%      6/15/2013         5.75
BOWATER INC              9.38%     12/15/2021        10.31
BOWATER INC              9.50%     10/15/2012         9.00
BRIGHAM EXPLORE          9.63%       5/1/2014        28.00
BRODER BROS CO          11.25%     10/15/2010        15.38
BROOKSTONE CO           12.00%     10/15/2012        48.50
BURLINGTON COAT         11.13%      4/15/2014        35.75
C&D TECHNOLOGIES         5.50%     11/15/2026        46.00
CALLON PETROLEUM         9.75%      12/8/2010        32.00
CAPMARK FINL GRP         7.88%      5/10/2012        17.50
CAPMARK FINL GRP         8.30%      5/10/2017        17.25
CARAUSTAR INDS           7.25%       5/1/2010        50.38
CARAUSTAR INDS           7.38%       6/1/2009        53.00
CARDINAL HEALTH          9.50%      4/15/2015        25.00
CCH I LLC                9.92%       4/1/2014         1.13
CCH I LLC               10.00%      5/15/2014         1.00
CCH I LLC               11.13%      1/15/2014         3.00
CCH I LLC               11.75%      5/15/2014         4.99
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        10.55
CCH I/CCH I CP          11.00%      10/1/2015        10.00
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        15.75
CHAMPION ENTERPR         7.63%      5/15/2009        91.00
CHARTER COMM HLD         9.92%       4/1/2011         1.00
CHARTER COMM HLD        10.00%      5/15/2011         1.52
CHARTER COMM HLD        11.75%      5/15/2011         2.00
CHARTER COMM INC         6.50%      10/1/2027        10.88
CIRCUS CIRCUS            7.63%      7/15/2013        14.50
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        91.00
CLEAR CHANNEL            4.40%      5/15/2011        23.50
CLEAR CHANNEL            4.50%      1/15/2010        46.02
CLEAR CHANNEL            4.90%      5/15/2015        16.10
CLEAR CHANNEL            5.00%      3/15/2012        19.00
CLEAR CHANNEL            5.50%      9/15/2014        17.00
CLEAR CHANNEL            5.50%     12/15/2016        17.00
CLEAR CHANNEL            5.75%      1/15/2013        17.00
CLEAR CHANNEL            6.25%      3/15/2011        23.00
CLEAR CHANNEL            6.88%      6/15/2018        16.00
CLEAR CHANNEL            7.25%     10/15/2027        15.00
CLEAR CHANNEL            7.65%      9/15/2010        33.00
CLEAR CHANNEL           10.75%       8/1/2016        13.00
CMP SUSQUEHANNA          9.88%      5/15/2014         4.50
COMMERCIAL VEHIC         8.00%       7/1/2013        27.13
COMPUCREDIT              3.63%      5/30/2025        24.10
CONEXANT SYSTEMS         4.00%       3/1/2026        20.00
CONSTAR INTL            11.00%      12/1/2012         1.00
COOPER-STANDARD          7.00%     12/15/2012        10.00
COOPER-STANDARD          8.38%     12/15/2014        11.11
CREDENCE SYSTEM          3.50%      5/15/2010        29.00
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         0.50
DELTA PETROLEUM          3.75%       5/1/2037        17.00
DEVELOP DIV RLTY         5.25%      4/15/2011        47.00
DEX MEDIA INC            8.00%     11/15/2013        13.05
DEX MEDIA WEST           8.50%      8/15/2010        53.00
DEX MEDIA WEST           9.88%      8/15/2013        23.50
DOWNEY FINANCIAL         6.50%       7/1/2014         0.50
DOWNSTREAM DEVEL        12.00%     10/15/2015        28.25
DUANE READE INC          9.75%       8/1/2011        60.00
DUNE ENERGY INC         10.50%       6/1/2012        26.00
E*TRADE FINL             8.00%      6/15/2011        47.50
ENERGY PARTNERS          9.75%      4/15/2014        26.50
EPIX MEDICAL INC         3.00%      6/15/2024         9.00
EQUISTAR CHEMICA         7.55%      2/15/2026        10.00
FAIRPOINT COMMUN        13.13%       4/1/2018        24.00
FGIC CORP                6.00%      1/15/2034         5.50
FIBERTOWER CORP          9.00%     11/15/2012        32.00
FINISAR CORP             2.50%     10/15/2010        55.00
FINLAY FINE JWLY         8.38%       6/1/2012         4.18
FIRST DATA CORP          5.63%      11/1/2011        37.52
FIRST IND LP             5.25%      6/15/2009        99.00
FLOTEK INDS              5.25%      2/15/2028        24.13
FONTAINEBLEAU LA        11.00%      6/15/2015         2.88
FORD MOTOR CO            9.22%      9/15/2021        37.50
FORD MOTOR CO            9.95%      2/15/2032        18.63
FORD MOTOR CRED          4.45%      4/20/2009        98.00
FORD MOTOR CRED          4.70%      4/20/2009        94.00
FORD MOTOR CRED          4.80%      7/20/2009        91.09
FORD MOTOR CRED          4.90%      9/21/2009        79.50
FORD MOTOR CRED          5.00%      8/20/2009        87.25
FORD MOTOR CRED          5.00%      8/20/2009        86.00
FORD MOTOR CRED          5.00%     10/20/2009        81.10
FORD MOTOR CRED          5.00%      1/20/2011        53.15
FORD MOTOR CRED          5.10%      8/20/2009        83.45
FORD MOTOR CRED          5.10%      2/22/2011        40.00
FORD MOTOR CRED          5.15%      1/20/2011        53.33
FORD MOTOR CRED          5.20%      3/21/2011        50.00
FORD MOTOR CRED          5.20%      3/21/2011        46.00
FORD MOTOR CRED          5.25%      6/22/2009        90.00
FORD MOTOR CRED          5.25%      2/22/2011        51.74
FORD MOTOR CRED          5.25%      3/21/2011        49.00
FORD MOTOR CRED          5.25%      3/21/2011        40.83
FORD MOTOR CRED          5.25%      9/20/2011        57.90
FORD MOTOR CRED          5.30%      3/21/2011        34.00
FORD MOTOR CRED          5.30%      4/20/2011        50.00
FORD MOTOR CRED          5.35%      5/20/2009        86.00
FORD MOTOR CRED          5.35%      6/22/2009        93.79
FORD MOTOR CRED          5.35%      2/22/2011        45.00
FORD MOTOR CRED          5.40%      9/20/2011        48.19
FORD MOTOR CRED          5.45%     10/20/2011        47.00
FORD MOTOR CRED          5.50%      2/22/2010        77.14
FORD MOTOR CRED          5.50%      2/22/2010        77.07
FORD MOTOR CRED          5.50%      9/20/2011        37.00
FORD MOTOR CRED          5.50%     10/20/2011        38.75
FORD MOTOR CRED          5.55%      9/20/2011        44.79
FORD MOTOR CRED          5.60%      4/20/2011        48.00
FORD MOTOR CRED          5.60%      8/22/2011        48.25
FORD MOTOR CRED          5.60%      9/20/2011        47.99
FORD MOTOR CRED          5.60%     11/21/2011        44.00
FORD MOTOR CRED          5.60%     11/21/2011        47.85
FORD MOTOR CRED          5.65%     12/20/2010        50.50
FORD MOTOR CRED          5.65%      7/20/2011        49.28
FORD MOTOR CRED          5.65%     11/21/2011        30.89
FORD MOTOR CRED          5.65%     12/20/2011        44.45
FORD MOTOR CRED          5.65%      1/21/2014        36.87
FORD MOTOR CRED          5.70%      3/22/2010        74.94
FORD MOTOR CRED          5.70%      5/20/2011        47.78
FORD MOTOR CRED          5.70%     12/20/2011        45.50
FORD MOTOR CRED          5.70%      1/20/2012        34.50
FORD MOTOR CRED          5.75%      3/22/2010        63.00
FORD MOTOR CRED          5.75%      8/22/2011        48.96
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        28.00
FORD MOTOR CRED          5.80%      8/22/2011        49.02
FORD MOTOR CRED          5.85%      5/20/2010        72.57
FORD MOTOR CRED          5.85%      6/21/2010        62.49
FORD MOTOR CRED          5.85%      7/20/2010        40.00
FORD MOTOR CRED          5.85% &nbs