TCR_Public/090429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 29, 2009, Vol. 13, No. 117

                            Headlines


ABITIBIBOWATER INC: Hearing on ACI's Ch. 15 Petitions Set May 15
AFFIRMATIVE INSURANCE: A.M. Best Affirms "B" Fin'l Strength Rating
AMERICAN COMMUNITY: Files for Bankruptcy to Sell Business
AMERICAN COMMUNITY: Case Summary & 30 Largest Unsecured Creditors
AMERICAN HOME: Can Sell Mortgage Loans/REO at May 13 Auction

AMERICAN INT'L: A.M. Best Comments on Restructuring of Unit
ASYST TECHNOLOGIES: Seeks June 4 Extension to File Schedules
BANK OF AMERICA: DBRS Cuts Preferred Shares Rating to "BB"
BEARINGPOINT INC: Protocol for CS Assets Approved; Bids Due May 25
BERRY PLASTICS: Expects to Report $758MM in Net Sales for Q2 2009

BERRY PLASTICS: Lenders Amend Covenant Under Holdco Term Loan
BRUNO'S SUPERMARKETS: Court Denies Plea to Reject Labor Contract
BUFFETS HOLDINGS: Closes $117.5M Loan, Emerges from Chapter 11
CENTRAL GARDEN & PET: Bank Debt Trades at Substantial Discount
CHAPARRAL ENERGY: Moody's Cuts Ratings on $650-Mil. Notes to 'Ca'

CHARYS HOLDING: Withdraws 2007 Registration Statement From SEC
CHRYSLER FINANCIAL: May Merge with GMAC in Chrysler Restructuring
CHRYSLER LLC: Fiat Says It Won't Use Bankruptcy to Acquire Firm
CHRYSLER LLC: Lenders Agree to $2BB Cash Payment for $6.8BB Debt
CHRYSLER LLC: MoFo Lawyers Talk About Bankruptcy Issues

CHRYSLER LLC: PBGC, Daimler Agree on $600MM Infusion on Pensions
CIRCUS & ELDORADO: Poor Operations Cue Moody's Junk Rating
CIT GROUP: DBRS Cuts Preferred Share Rating to "BB"
CITIGROUP INC: DBRS Ratings Unchanged After Q1 Earnings
CLAIRE'S STORES: Bank Debt Trades at Substantial Discount

CLICO BAHAMAS: Voluntary Chapter 15 Case Summary
CMP SUSQUEHANNA: Bank Debt Trades at Substantial Discount
COASTAL VENDING: Case Summary & 20 Largest Unsecured Creditors
COMMERCIAL CAPITAL: Wants Laufer & Padjen as Bankruptcy Counsel
CONCORDIA CLARKSBURG: Case Summary & 11 Largest Unsec. Creditors

CONSTAR INT'L: Plan Gets Support; Plan Hearing Moved to May 4
DANA CORP: Bank Debt Halts Slide in Secondary Market Trading
DAYTON SUPERIOR: Court Limits Trading of Equity Securities
DAYTON SUPERIOR: DIP Facility Requires Plan Filing by October 21
DAYTON SUPERIOR: Taps Richards Layton as Bankruptcy Co-Counsel

EDWARD J. PRUS: Case Summary & 20 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa2'
EMPIRE RESORTS: Noteholder Group to Exercise Put Option on July 31
EMPIRE RESORTS: Discloses Equity Stake of Whitebox Funds
ENRON CORP: Settles Commercial Paper Litigation Against Fremont

EUROFRESH INC: Court Moves Schedules Filing Deadline to May 21
EUROFRESH INC: Mooney Wright to Handle Property Tax Litigation
EUROFRESH INC: Wants to Hire Squire Sanders as Bankruptcy Counsel
EUROFRESH INC: Wants to Set July 6 as Proofs of Claims Bar Date
FILENE'S BASEMENT: May File for Bankruptcy Protection This Week

FLEETWOOD ENTERPRISES: Jan. 25 Balance Sheet Upside-Down By $46MM
FLOWERS FOR ENTERTAINING: Files for Chapter 11 Bankruptcy
FINANCIAL GUARANTY: S&P Withdraws Junk Ratings on 3 Note Issues
FORD MOTOR: Bank Debt Slides in Secondary Market Trading
FREMONT GENERAL: Settles Enron Commercial Paper Litigation

GENERAL MOTORS: Controlling Stake for Govt. May Bring Conflicts
GENERAL MOTORS: Bank Debt Slides in Secondary Market Trading
GENERAL MOTORS: Exchange Offer Won't Alter Fitch's 'C' Rating
GENERAL MOTORS: DBRS Places Ratings Under Review, Outlook Neg
GENERAL MOTORS: Near-Term Actions Won't Affect S&P's 'CC' Rating

GLOBAL CROSSING: Adopts 2009 Discretionary Incentive Bonus Program
GMAC LLC: May Merge With Chrysler Financial in Restructuring Move
GOLDEN STATE MUTUAL: A.M. Best Cuts Issuer Credit Rating to "b"
GOODY'S LLC: Court Sets June 22 as General Claims Bar Date
GOODY'S LLC: Protocol for Sale of IP Okayed; Bids Due May 27

HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CCC-'
HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'C'
HEALTH INSURANCE: Fitch Affirms Issuer Default Rating at 'BB+'
HOLLYWOOD THEATERS: Refinancing Doubts Cue S&P's Junk Rating
HOST HOTELS: Q1 Results Won't Affect Fitch's 'BB-' Rating

HUBERT REID LOWERY: Voluntary Chapter 11 Case Summary
HUMBOLDT CREAMERY: Taps Sheppard Mulli as Gen. Insolvency Counsel
HUNTINGTON BANCSHARES: DBRS Puts BB Pref. Stock Rating on Review
INDALEX HOLDINGS: Committee Withdraws Ch. 7 Conversion Motion
INDALEX HOLDINGS: Court Grants Final Approval to $84.6-Mil. Loan

ION MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating
JARDEN CORPORATION: Moody's Puts 'B2' Rating on $250 Mil. Notes
JBS USA: Swine Flu in Mexico Won't Affect Moody's 'B1' Rating
JOE JESSE MONGE: Case Summary & 20 Largest Unsecured Creditors
JUAN DEVIRGILIIS: Case Summary & 11 Largest Unsecured Creditors

KEYSTONE AUTOMOTIVE: S&P Downgrades Rating on Senior Loan to 'B-'
LA HOTEL: Court Extends Schedules Filing Deadline Until May 30
LA HOTEL: Creditors Have 60 Days to File Proofs of Admin. Claims
LA HOTEL: Obtains Temporary Access to Lenders' Cash Collateral
LANDAMERICA FINANCIAL: Robert Norfleet Steps Down as Director

LAZY DAYS: Moody's Changes Probability of Default Rating to Ca/LD
LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating
LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating
LEVI STRAUSS: Moody's Affirms 'B1' Corporate Family Ratings
LONG SHOT PROPERTIES: Case Summary & 18 Largest Unsec. Creditors

LUBBOCK HOUSING: Moody's Affirms 'Ba3' Rating on Refunding Bonds
MERUELO MADDUX: Stephen Taylor Discloses 7.9% Equity Stake
MERUELO MADDUX: To Be Delisted From Nasdaq Effective May 4
MUZAK HOLDINGS: Cleared to Continue Operating Library of Songs
NATIONAL SECURITY GROUP: A.M. Best Keeps "bb" Issuer Credit Rating

NIELSEN COMPANY: Moody's Assigns 'Caa1' Rating on $500 Mil. Notes
NIELSEN FINANCE: S&P Puts 'B-' Issue-Level Rating
NIELSEN FINANCE LLC: S&P Puts 'B-' Rating on $500MM Senior Notes
OILEXCO NORTH: Voluntary Chapter 15 Case Summary
PARK LANE: Voluntary Chapter 11 Case Summary

PENINSULA GAMING: S&P Affirms Corporate Credit Rating at 'B+'
PHOENIX MC: Case Summary & 20 Largest Unsecured Creditors
POWERTRAIN RECYCLING: Case Summary & 20 Largest Unsec. Creditors
PREVENTION LABORATORIES: Can Hire Douglas A. Antonik as Counsel
PRICELINE.COM INC: S&P Gives Positive Outlook; Keeps 'BB-' Rating

PRIMUS TELECOM: Court Approves 3rd Amended Disclosure Statement
PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down By $461.5MM
RAVELLO LANDING: Wants to Hire Gordon Silver as Bankruptcy Counsel
RED TOP: Gets Bridge Order on $2.6MM DIP Loan from Secured Lenders
RED TOP: Wants to Hire Tucker Hester as General Bankruptcy Counsel

REGENT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'CCC'
RENAISSANCE CUSTOM: May File Reorganization Plan Mid-May
RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
ROGER & SONS: Case Summary & 20 Largest Unsec. Creditors
SEEQPOD INC: In Acquisition Talks With Apple Competitor, Says CEO

SFK PULP: Termination of Abitibi Deal Cues Moody's Rating Reviews
SHANE CO: Seeks August 10 Extension to File Chapter 11 Plan
SHANE CO: Court Sets June 29 as General Claims Bar Date
SHANE CO: Files Amended Schedules Assets and Liabilities
SILVERHAWK COMMONS: Taps Polis & Associates as Insolvency Counsel

SIMPLON BALLPARK: U.S. Trustee Wants Case Converted or Dismissed
SMITHFIELD FOODS: Swine Flu Outbreak No Impact Yet, Says Moody's
SOURCE INTERLINK: To Eliminate $1-Bil. Debt in Prepack Bankruptcy
SOURCE INTERLINK: Case Summary & 30 Largest Unsecured Creditors
SOUTH FINANCIAL: DBRS Puts 'BB' Sub Debt Rating Under Review

SPANSION INC: Gets Final Nod on Protocol Limiting Equity Transfers
SPECIALTY TOOLS: Public Sale of Pledged Stock Set for May 18
SYNAGRO TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD'
SYNCORA GUARANTEE: S&P Changes Financial Ratings to 'R' From 'CC'
SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect Bond Ratings

SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect 2007 Bond Ratings
THERMADYNE HOLDINGS: S&P Gives Stable Outlook; Affirms 'B-' Rating
TITLEMAX HOLDINGS: Can Hire Epiq Bankr. as Noticing & Claims Agent
TRW AUTOMOTIVE: Bank Debt Trades at Substantial Discount
TYSON FOODS: Swine Flu Not Yet Affecting Moody's Ba3 Ratings

URBANA ENTERPRISE: Files for Chapter 7 Bankruptcy Protection
US ENERGY: Court Sets May 26 General Bar Date for USEB Debtors
US STEEL: Moody's Cuts Sr. Unsecured Debt to 'Ba3' on Weak Ratios
WILLIAM CARRAGHER: Case Summary & 14 Largest Unsec. Creditors

WILLIAM M. MORRIS: Section 341(a) Meeting Scheduled for May 27
WIRELESS AGE: Receiver Inks Deal to Sell Assets
YELLOWSTONE CLUB: Court Approves Modified Disclosure Statement
YOUNG BROADCASTING: Dec. 31 Balance Sheet Upside-Down By $587.8MM

* Upcoming Meetings, Conferences and Seminars


                            *********

ABITIBIBOWATER INC: Hearing on ACI's Ch. 15 Petitions Set May 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
scheduled a hearing on May 15, 2009, at 10:00 a.m. (ET) in the
Chapter 15 bankruptcy cases of Abitibi-Consolidated Inc. and
Abitibi-Consolidated Company of Canada to consider the Foreign
Debtors' request for recognition of their restructuring
proceedings in Canada.

Any party-in-interest wishing to submit a response or objection to
the Chapter 15 petitions must do so in writing so as to be
received by the Clerk of the Court, 824 Market Street, Third
Floor, Wilmington, Delaware 19801, not later than May 8, 2009, at
5:00 p.m. (ET).  Any response must also be served on or before the
same date and time to:

    a) Paul, Weiss, Rifkind, Wharton & Garrison LLP
       Attn: Kelley A. Cornish
       1285 Avenue of the Americas
       New York, NY 10019-6064

    b) Stikeman Elliott, LLP
       Attn: Guy Martel
       1155 Rene-Levesque Blvd. West
       Suite 4000
       Motreal, QC H3B 3V2
       Canada

    c) ThorntonGroutFinnigan LLP
       Attn: Robert I. Thornton
       Suite 3200
       Canadian Pacific Tower
       100 Wellington Street West
       P.O. Box 329
       Toronto-Dominion Centre
       Toronto MSK 1K7
       Canada

As reported in the Troubled Company Reporter on April 23, 2009,
Abitibi-Consolidated Inc., as foreign representative for ACI and
Abitibi-Consolidated Company of Canada, in proceedings under the
Companies' Creditors Arrangement Act pending in the Judicial
District of Montreal in Canada, appeared before the U.S.
Bankruptcy Court for the District of Delaware pursuant to
Section 1515 of the Bankruptcy Code, seeking an order:

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

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

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

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

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

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

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

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

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

The Company and several affiliates filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr.
D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey presides
over the case.  The Company and its Canadian affiliates commenced
parallel restructuring proceedings under the Companies' Creditors
Arrangement Act before the Quebec Superior Court Commercial
Division the next day.  Alex F. Morrison at Ernst & Young, Inc.,
was appointed CCAA monitor.

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

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

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

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


AFFIRMATIVE INSURANCE: A.M. Best Affirms "B" Fin'l Strength Rating
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B (Fair) and issuer credit ratings (ICR) of "bb+" of Affirmative
Insurance Group (Affirmative) and its members.  Concurrently, A.M.
Best has affirmed the ICR of "b" of Affirmative's parent company,
Affirmative Insurance Holdings, Inc. (Affirmative Holdings)
[NASDAQ: AFFM].  The outlook for all ratings is stable. All
administrative offices are located in Addison, TX.

The ratings primarily reflect the elevated tangible financial
leverage of Affirmative Holdings.  As a result, considerable
pressure exists on its insurance subsidiaries to meet debt service
requirements and other holding company obligations.  Also, due to
Affirmative's limited product and geographic business
concentration, its earnings are subject to the highly competitive
nature of the non-standard personal automobile insurance industry.
In 2008, factors contributing to Affirmative's lower earnings
included significantly lower premium volume associated with the
downturn in overall economic conditions, competitive market
pressures and deterioration in underwriting results related to
increased losses from its Florida operations and increased
amortized costs related to a major software development project.

These negative rating factors are offset by the group's adequate
risk-adjusted capitalization, well-established market presence and
multiple distribution platform.  Affirmative's historic
underwriting profitability as reflected by its five-year average
combined loss ratio compares favorably to the non-standard
automobile industry composite.  Despite being ranked among the
leading non-standard automobile writers in the United States,
Affirmative remains challenged to significantly improve its
capital position in the near term due to its debt service
obligations, lower profit margins in recent years and competitive
market pressures.

The FSR of B (Fair) and ICRs of "bb+" have been affirmed for
Affirmative Insurance Group and its following members:

   -- Affirmative Insurance Company
   -- Insura Property and Casualty Insurance Company, Inc.
   -- Affirmative Insurance Company of Michigan
   -- USAgencies Casualty Insurance Company, Inc.


AMERICAN COMMUNITY: Files for Bankruptcy to Sell Business
---------------------------------------------------------
American Community Newspapers Inc. (Pink Sheets: ACNI) said April
28 that its subsidiary operating company American Community
Newspapers LLC ("ACN" or the "Company") has voluntarily filed
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.

ACN, according to a statement, said it will continue to operate
its businesses during the reorganization process.  There will be
no change in the Company's day to day operating activity and its
newspapers will continue to serve their local communities, readers
and advertisers without interruption. ACN's secured creditors will
be providing a $5 million debtor in possession credit facility. In
addition, the secured creditors are the contemplated stalking
horse bidder for ACN's assets.

"A difficult economic environment and weak advertising market have
created a number of challenges for our industry and our company,"
said Gene Carr, Chairman and Chief Executive Officer of ACN.
"While we have proactively managed our business by right sizing
our cost structure and driving efficiencies to maximizing our cash
flows our operations are not able to support our current capital
structure.  As a result we intend to reorganize via the 363 sale
process with continuing support from our lenders which, if
approved, will reduce our debt.  This will place us in a better
position to execute on our business plan and serve our
communities.  We worked with our financial advisors to explore a
wide range of alternatives before making this filing, however the
decision to proceed with the reorganization was determined to be
the best alternative."

Mr. Carr concluded, "The community newspaper business model places
us in the unique position to deliver truly local content and be
the mainstay of the markets we serve.  The value we provide has
been recognized many times over the years with our employees,
newspapers, Web sites and niche publications winning numerous
awards.  Our readers and advertisers are our most important assets
and we are committed to providing them with outstanding service in
the months and years ahead."

               About American Community Newspapers

ACN is a community newspaper publisher in the United States,
operating within four major U.S. markets: Minneapolis - St. Paul;
Dallas; Northern Virginia (suburban Washington, D.C.); and
Columbus, Ohio. These markets are some of the most affluent, high
growth markets in the United States, with ACN strategically
positioned in many of the wealthiest counties within each market.
ACN's goal is to be the preeminent provider of local content and
advertising in any market it serves.


AMERICAN COMMUNITY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: American Community Newspapers LLC
        dba Suburban News Publications
        dba Penny Saver
        dba Columbus Custom Publishing
        dba American Community Newspapers
        dba Star Community Newspapers
        dba Minnesota Sun Publications
        dba Sun Patriot Newspapers
        dba Sun Publications
        dba Sun Gazette
        dba Columbus Monthly
        dba The Other Paper
        dba McKinney Courier Gazette
        dba Columbus Bride
        dba Columbus CEO
        dba CM Printing
        dba Stearns County Publishing
        dba Sun Press Newspapers
        14875 Landmark Boulevard, Suite 1110
        Addison, TX 75254

Bankruptcy Case No.: 09-11446

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Amendment I, Inc.                                  09-11447
Leesburg Today, Inc.                               09-11448
Loudoun Magazine, Inc.                             09-11449
Loudoun Business, Inc.                             09-11450

Type of Business: American Community Newspapers claims to be one
                  of the top community newspaper publishers in the
                  United States based on circulation, and operates
                  in four of the most attractive major U.S.
                  markets: Minneapolis - St. Paul, Columbus,
                  Dallas - Fort Worth and Suburban Washington,
                  D.C. - Northern Virginia.  The Company's award
                  winning group of 86 newspapers and fourteen
                  niche publications reaches approximately 1.4
                  million households in the suburban communities
                  surrounding these major cities and enjoys market
                  leading circulation penetration in all of its
                  markets.

                  See http://www.americancommunitynewspapers.com/

Chapter 11 Petition Date: April 28, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: Mark Daniel Olivere, Esq.
                  olivere@lrclaw.com
                  William E. Chipman, Jr., Esq.
                  chipman@lrclaw.com
                  Landis Rath & Cobb LLC
                  919 North Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4437
                  Fax: (302) 467-4450

General Counsel:  Lowenstein Sandler PC

Financial Advisor: Carl Marks & Co. Inc.

Special Corporate Counsel: Graubard Miller
Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Gannett                        Trade Debt        $273,015
PO Box 791095
Baltimore, MD 21279-1095
Tel: (703)750-8643
Fax: (703)750-8129

Tembec Industries Inc.         Trade Debt        $206,763
4542 Paysphere Circle
Chicago, IL 60674
Tel: (819)627-4793
Fax: (819)627-4762

Vision Data Equip Corp.        Trade Debt        $96,600
1377 Third Street
Rensselaer, NY 12144-1899
Tel: (518)434-2193
Fax: (518)434-3457

Roosevelt Paper                Trade Debt        $66,173

Quebecor World (USA) Inc.      Trade Debt        $63,789

Bowater America Inc.           Trade Debt        $61,044

RIS Paper Company, Inc.        Trade Debt        $57,376

Cellulose Paper Co.            Trade Debt        $39,337

Trace Communications, LLC      Trade Debt        $31,589

B&B Paper Converters, Inc.     Trade Debt        $27,681

Catalyst Graphics, Inc.        Trade Debt        $26,463

TownNews.com                   Trade Debt        $26,291

ECM Distribution               Trade Debt        $20,091

FujiFilm Graphic Systems USA   Trade Debt        $14,805

Fry Communications, Inc.       Trade Debt        $14,650

Independent Delivery Service   Trade Debt        $13,991

PDQ Temporaries Inc.           Trade Debt        $12,188

Crow River Press               Trade Debt        $11,462

Anticosti, A Division of Brown Trade Debt        $9,847
Paper Company

A P Graph, Inc.                Trade Debt        $9,694

Century Graphics               Trade Debt        $8,312

Postmaster-Columbus 2nd Class  Trade Debt        $8,000

Flint Group N. Amer. Corp.     Trade Debt        $7,900

PDI Plastics                   Trade Debt        $7,642

Metlife Small Business Center  Trade Debt        $7,398

ECRM Imaging Systems           Trade Debt        $7,254

Telematch                      Trade Debt        $6,611

Rita Mace Walston              Trade Debt        $6,075

Rycus Associates Photography   Trade Debt        $5,653

AGFA Corporation               Trade Debt        $4,999.00

The petition was signed by David Kosofsky, chief financial
officer.


AMERICAN HOME: Can Sell Mortgage Loans/REO at May 13 Auction
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved procedures for the sale by American Home Mortgage
Holdings, Inc., and certain of its affiliated debtors of four
pools of mortgage loans and real estate owned properties.

Vantium Capital Market, L.P., the stalking horse bidder, has
offered to pay for each of the four asset pools:

a) Second Lien Performing Loans -- $628,538 (or 9.177% of the
                                    total unpaid principal
                                    balance of $6,709,327)

b) Second Lien Non-Performing
          Loans                  -- $6,960 (or 0.2952% of the
                                    total UPB of the Asset Pool
                                    of $2,435,865)

c) REO Properties Asset Pool    -- $2,335,496 (UPB at time of
                                    foreclosure was approximately
                                    $9,800,00)

d) First Lien Loans Asset Pool  -- $1,103,782 (or 31.35% of the
                                    total UPB of the Asset Pool

The Bankruptcy Court also agreed to the payment of an expense
reimbursement of $250 for each mortgage loan or REO property, as
applicable, for which Vantium is acting as a Stalking Horse
Bidder, or approximately $57,000, payable only if Vantium is not
the successful bidder at the auction.

The Court also granted the Debtors authority to pay the Bidder
Expense Reimbursement, in their sole discretion, with the consent
of the Official Committee of Unsecured Creditors, not to exceed 3%
of the purchase price for the applicable Asset Pool.

The Court also approved the payment of $5,946.52 to reimburse
Restoration Capital, RC5, LLC, for actual due diligence costs
incurred by it in connection with certain ABN Mortgage Loans which
were withdrawn from the Asset Pool.

The deadline for the submission of final bids will be at 5:00 p.m.
(ET) on May 11, 2009.

In the event that one or more Qualified Bids are submitted by the
bid deadline, an auction will take place at 10:00 a.m. (ET) on
May 13, 2009, at the offices of Young Conaway Stargatt & Taylor,
LLP, 1000 West Street, 17th Floor, in Wilmington, Delaware.

The Court has scheduled the sale hearing on May 15, 2009, at 1:00
p.m. (ET).

The objection deadline is May 8, 2009, at 4:00 p.m. (ET).

A full-text copy of the approved sales procedures is available at
http://bankrupt.com/misc/AmericanHome.SaleProcedures.pdf

                       About American Home

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

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

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


AMERICAN INT'L: A.M. Best Comments on Restructuring of Unit
-----------------------------------------------------------
A.M. Best Co. last week commented that the ratings and outlook of
the property/casualty subsidiaries of American International
Group, Inc. (AIG) (New York, NY) remain unchanged following the
company's announcement of the acceleration of its restructuring
and re-branding of its global property/casualty operations, AIU
Holdings.

The domestic and foreign property/casualty subsidiaries of AIG
will be placed in a special purpose vehicle (SPV), and AIG will
purchase from AIU Holdings its equity interests in certain AIG
affiliates.

While capital and surplus remain unchanged, the quality of capital
in these subsidiaries is expected to improve as these investments
in these AIG affiliates will be exchanged for high quality, liquid
assets of equal value.  Specifically, the property/casualty
business' interest in International Lease Finance Corp., United
Guaranty Corp. and TRH Holdings (Transatlantic) will be
transferred to AIG.  A.M. Best also views this restructuring as a
positive first step in positioning the commercial insurance
business as an independent global property/casualty organization
and in preparation for a future public equity offering.  The plan
to rebrand the global property/casualty business was specifically
designed to further distance the property/casualty insurance
operations from AIG in identity and to enhance confidence among
employees, brokers and customers.

The announcement of the restructuring alone has no immediate
effect on these ratings given the continued legal ownership
structure and the considerable time that will be required to
complete the planned divestiture.  In concurrence with this
announcement, A.M. Best is in the process of completing its review
of the domestic property/casualty operations and expects to
formally announce the results of that review in the near term.

Under this proposed structure, all subsidiary companies of this
new SPV will continue to be part of AIG, which is majority owned
by the U.S. Government.  While management emphasizes its ready
access to capital (if necessary), the ultimate financial
flexibility available to these subsidiary companies is limited to
AIG's further borrowing from U.S. Government sources at present.

Other near-term challenges that may be encountered by these
subsidiary companies include market acceptance of the re-branding
initiative, maintenance of their franchise value and intellectual
capital, account retention and the ability to sustain their
distinguishing competitive advantages with innovative programs and
significant market capacity.  Some longer-term challenges include:
the financial effects on AIG as it divests itself of a minority
stake in a company that is a key dividend source; the actual
execution of the divestiture itself; and management's ability to
establish a successful, independent operation absent the franchise
value it once had under AIG.

The financial strength rating of A (Excellent) and issuer credit
ratings of "a" are unchanged for the following property/casualty
subsidiaries of American International Group, Inc.:

AIG Commercial Lines Pool and Strategic Affiliates:

   -- AIG Commercial Insurance Company of Canada
   -- American International Insurance Company of Puerto Rico
   -- American International Specialty Lines Insurance Company
   -- Audubon Indemnity Company
   -- Audubon Insurance Company
   -- National Union Fire Insurance of Louisiana
   -- AIG Casualty Company
   -- American Home Assurance Company
   -- American International South Insurance Company
   -- Commerce and Industry Insurance Company
   -- Granite State Insurance Company
   -- Illinois National Insurance Company
   -- Insurance Company of the State of Pennsylvania
   -- National Union Fire Insurance Company of Pennsylvania
   -- New Hampshire Insurance Company

Lexington Insurance Pool:

   -- AIG Excess Liability Insurance Company
   -- Landmark Insurance Company
   -- Lexington Insurance Company
   -- AIG Excess Liability Insurance International


ASYST TECHNOLOGIES: Seeks June 4 Extension to File Schedules
------------------------------------------------------------
Asyst Technologies, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California to extend until June 4, 2009, the
time within which the Debtor must file its schedule of assets and
liabilities, schedule of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statement of financial affairs.

The Debtor tells the Court that it would be very difficult to
prepare the schedules carefully, thoroughly and accurately within
a short period.

The Debtor adds that the extension will be for the best interest
of the estate.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- makes, sell and support integrated
hardware and software systems primarily for semiconductor and flat
panel display manufacturing industries.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N. D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., at the Law
Offices of Baker and McKenzie represents the Debtor on its
restructuring efforts.  The Debtor's financial condition as of
December 31, 2008, showed total assets of $295,782,000 and total
debts of $315,364,000.


BANK OF AMERICA: DBRS Cuts Preferred Shares Rating to "BB"
----------------------------------------------------------
Dominion Bond Rating Service downgraded the long-term ratings for
Bank of America Corp. and its related entities, including its
Issuer & Senior Debt rating to A from A (high).  The ratings on
Bank of America and its subsidiary Short-Term Instruments has been
confirmed at R-1 (middle).  The trend on these ratings is Stable
having reached the DBRS floor level for critically important
banking organizations (CIBs) in the U.S. Bank of America's
Preferred Shares have been downgraded to BB from BB (high) with a
Negative Trend. At the same time, DBRS has downgraded the ratings
of Bank of America's subsidiaries, including Bank of America,
N.A.'s Deposits & Senior Debt rating to A (high) from AA (low).
The trend on these ratings is also Stable. This concludes the
review of the Company's ratings which were placed Under Review
with Negative Implications on January 29, 2009.

The rating actions follow the Company's announcement of its first
quarter 2009 results.  While the results produced a $4.2 billion
profit (before preferred stock dividends) centered on much
improved performance from its recent Countrywide and Merrill
acquisitions, earnings also contained significant one-time gains
and reflected broad-based credit deterioration by product line and
geography.  Impacting Bank of America with its broad-based
national franchise is this deep recession with still rising
unemployment that is bringing much more extensive credit
deterioration to prime borrowers and businesses than in a normal
credit cycle.  DBRS continues to view the Company's near-term core
revenue and income as constrained and volatile in this period of
acute credit and expense pressure.  The downgrade of Bank of
America's long-term rating reflects the sizable challenges that
the Company still faces, as it navigates the difficult operating
environment while completing its integrations.  In seeking to
sustain its earnings and integrate its expanded franchise, Bank of
America also faces the challenge of retaining its top talent,
especially in the current environment with constraints on
compensation.  DBRS sees the Company's earnings as remaining under
pressure in 2009 in the face of disrupted markets and rising
credit costs.

At the same time, this ratings action incorporates the enhanced
support now being made available by the U.S. government.  The
Company's SA2 support assessment designation assigned January 1,
2009, reflects DBRS's view that Bank of America is a CIB in the
U.S., given its scale and extensive participation in the capital
markets, as well as the eligibility criteria established by the
U.S. Treasury for its Targeted Investment Program (TIP) and Asset
Guarantee Program (AGP).  Consistent with DBRS's Enhanced
Methodology for Bank Ratings, February 2009, the Company's ratings
are now at the floor for U.S. CIBs.  Even further weakening in the
bank's intrinsic strength rating will not result in a concurrent
downgrade of the final rating below the floor rating.
Consequently, all ratings that are at the floor have a Stable
trend.  This perspective is also reflected in maintaining the
short-term rating of Bank of America at R-1 (middle), which is not
typical for a bank holding company rated "A" that reflects not
only Bank of America's intrinsically strong liquidity but the more
extensive provision of liquidity generally to bank holding
companies and some of their non-bank subsidiaries under current
programs.  Preferred share ratings do not benefit from the support
implied in the floor rating and may be subject further negative
pressure.

Explicit government support has bolstered Bank of America's
intrinsic position.  The Company, like other U.S. banks, has
received significant explicit support from the U.S. government.
In addition to the system-wide liquidity facilities and debt
guarantee programs of the Federal Reserve (the Fed) and the
Federal Deposit Insurance Corporation (FDIC), Bank of America has
benefited from a capital injection through the Troubled Assets
Relief Program (TARP).  Moreover, the Company has received a
capital injection under the Treasury's TIP and has negotiated a
loss-sharing agreement that has yet to be finalized under its AGP
associated with the Merrill Lynch acquisition.  While Bank of
America would retain a substantial first-loss position of
$10 billion under the proposal, it would be protected to a
significant degree against unusually large losses on an asset pool
of approximately $118 billion.

Bank of America's regulatory capital ratios have been strengthened
with its Tier 1 now estimated at 10.1%, a sizable cushion above
regulatory minimums.  The regulatory capital ratios benefited from
the aforementioned capital injections in the quarter and increased
retained earnings, however, the ratios do not yet include the
potential substantial risk-weighting relief afforded by the asset
pool guarantee.  The Company's tangible common equity also
improved 20 basis points over the quarter to 3.13% which
represents an improvement from the third quarter low of 2.75% but
is still below many of its similarly rated peers.  Liquidity and
funding remained sound as the Company benefits from various Fed
liquidity facilities and strong deposit franchises within its
diverse businesses.

Bank of America's ratings are underpinned by a strong franchise
with top market positions in deposits, mortgage lending, small and
middle market business lending and credit cards.  With the
addition of Merrill Lynch, the Company now also has prominent
market positions in investment banking, various capital markets
businesses and one of the largest Wealth Management businesses in
the world.

Bank of America's $4.2 billion profit ($2.8 billion after
preferred dividends) in Q1 2009 reflected strong recovery in
Merrill Lynch's investment banking businesses (especially sales &
trading), Countrywide's mortgage business and only $1.7 billion in
market disruption charges compared to $4.6 billion in Q4 2008.

Credit quality deterioration was broad-based in the quarter both
across portfolios and geographies.  DBRS expects this broad
deterioration in credit trends to continue as the impact of a
recessionary economy is being exacerbated by declining housing
prices and an upturn in unemployment.  Company-wide NCOs were
$6.9 billion for the fourth quarter (2.85% of average loans), a
25% increase from Q4 2008 with credit cards, home equity and
direct/indirect consumer loans posting the largest increases over
the quarter.  Nonperforming assets were also up more sharply,
rising $7.5 billion from Q4 2008 to $25.7 billion (or 2.65% of
total loans, leases and REO) at March 31, 2009.  Underscoring the
continuing trend, accruing loans 90 days or more past due
increased 17% in the quarter to $6.3 billion.  The Company
prudently added substantial reserves with a quarterly provision
that was $6.4 billion in excess of NCOs.  In terms of coverage,
Bank of America's $29.0 billion allowance for loan losses
(excluding the reserve for unfunded lending commitments) was 1.21x
nonperforming loans (excluding foreclosed properties) and 2.97% of
total loans and leases.


BEARINGPOINT INC: Protocol for CS Assets Approved; Bids Due May 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on April 28, 2009, amended bidding procedures for the
sale of BearingPoint, Inc. and its affiliated debtors' Commercial
Services Group assets.

The Court also approved the payment of a termination fee of
$750,000 and expense reimbursement of up $500,000 to
PricewaterhouseCoopers LLP as stalking horse bidder for the CS
assets, if the Debtor closes a sale with another party.

Objections to the CS sale, if any, must be filed and served on the
Objection Notice Parties no later than 12:00 p.m. (Eastern Time on
May 18, 2009.

Competing bids are due no later than 12 p.m. (Eastern Time) on
May 25, 2009.

If Qualified bids are received before the bid dealine, an auction
sale will be held on May 27, 2009.  The sale hearing will be held
on May 28, 2009, at 9:45 a.m. (Eastern Time).

A copy of the approved bidding procedures, attached as Exhibit 1
to the CS bidding procedures order, is available at:

      http://bankrupt.com/misc/BearingPoint.AmendedCSBP.pdf

As reported in the Troubled Company Reporter on April 21, 2009,
the Debtors asked the Bankruptcy Court to approve procedures for
submitting bids for its Commercial Services Group assets.

The Debtors also asked the Court to approve a "stalking horse"
agreement with PricewaterhouseCoopers LLP.  As stalking horse
bidder, PwC will receive a break-up fee of $750,000 and
reimbursement of up to $500,000 in expenses if the Debtor closes a
sale with another party.

The Debtors now seek to sell their CS group, in whole or in part.
The CS group is primarily comprised of contracts with a highly
diversified range of clients, including those in the world's
leading life sciences and energy markets, as well as technology,
consumer markets, manufacturing, transportation, communications
and private and public utilities.  A sale of the CS Group in
whole, as opposed to in parts, maximizes the value of these
assets.

After extensive review of proposals received during the sales
process for the assets in BearingPoint's CS Group and certain
related assets, the Debtors, along with their advisors, have
determined that PwC's offer presents the Debtors with significant
value.  Furthermore, the Debtors believe that the PwC offer
complements the sale of their Public Services Industry Group to
Deloitte LLP as it enables the Debtors to sell their two main
domestic divisions largely intact.

PwC has offered $25 million for the CS Group assets.  The Debtors
will sell to PWC specified customer contracts of the CS Group, and
the accounts receivable, work in progress, certain intellectual
property and other assets related thereto, and PWC will assume
only (i) liabilities arising postclosing out of the customer
contracts that it acquires and (ii) liabilities with respect to
accrued vacation, sick and personal days (not to exceed 24 days)
for those employees that become employees of PwC.  PWC has also
agreed to purchase the equity interests of BearingPoint
Information Technologies (Shanghai) Limited, a company owned by
BearingPoint, Inc., that operates a global development center in
China, and an affiliate of PwC has agreed to purchase
substantially all of the assets of a separate global development
center in India.

The contract with PwC is still subject to further market test.
The Debtors will be accepting competing bids and will conduct an
auction where it will select the highest and best bid for the
assets.  Bids are due May 25 and must be at least $1.25 million
higher than the amount offered by PwC in its stalking horse
agreement with BearingPoint.  The auction will be conducted on
May 27.

PwC will terminate the contract if the transaction is not approved
by the Bankruptcy Court on June 10.

The Debtors have proposed this schedule:

   Objection Deadline for Bid Procedures            04/23/09
   Hearing on Bid Procedures                        04/27/09
   Objection Deadline for Sale                      05/18/09
   Auction Date                                     05/27/09
   Sale Hearing                                     05/28/09
   Objections to Auction and Successful Bidder        TBD

A copy of the PwC Asset Purchase Agreement is available for free
at http://bankrupt.com/misc/BearingPoint_PwC_Contract.pdf

                      About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently
one of the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP
-- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at Weil Gotshal
& Manges LLP, has been tapped as counsel.  Greenhill & Co., LLC,
and AP Services LLC, have also been tapped as advisors.  Davis
Polk & Wardell is special corporate counsel.  BearingPoint
disclosed total assets of $1,762,689,000, and debts of
$2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to exchange general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BERRY PLASTICS: Expects to Report $758MM in Net Sales for Q2 2009
-----------------------------------------------------------------
Berry Plastics Corporation estimates that its net sales will total
roughly $758 million during its fiscal 2009 second quarter as
compared to its fiscal 2008 second quarter sales of $844 million.
The decrease is due to a combination of lower selling prices and
lower sales volumes.  Also, the Company estimates that its fiscal
2009 second quarter Adjusted EBITDA, which is a Non-GAAP measure,
will be approximately $120 million.  These amounts reflect
management's estimate as of April 22; actual results may vary from
these results.

At March 28, 2009, the Company had $95 million outstanding on its
revolving credit facility.  One of the participants in the
Company's revolving credit facility was Lehman Brothers and its
affiliates, who had committed to fund $18.3 million out of Berry's
total $400.0 million credit facility.  Due to the bankruptcy of
Lehman Brothers, Berry Plastics said it cannot access the full
commitment of its credit facility.  At March 28, 2009, the Company
had estimated $135 million of cash and unused borrowing capacity
of $252 million (reflects the reduction of Lehman's total
commitment of $18 million) under its revolving line of credit
subject to the solvency of Berry Plastics' lenders to fund their
obligations and the borrowing base calculations.

In March 2009, the Company purchased $24 million principal of its
10-1/4% Senior Subordinated Notes at an aggregate cost of
approximately $7 million.  In addition, the Company has agreed in
aggregate to invest approximately $134 million to purchase
assignments of $415 million principal of Berry Plastics Group,
Inc., senior unsecured term loan, which the Company expects to
close by the end of fiscal 2009.

                     About Berry Plastics

Based in Evansville, Indiana, Berry Plastics Corporation
manufactures and markets plastic packaging products, plastic film
products, specialty adhesives and coated products.  At
December 27, 2008, the Company had 68 production and manufacturing
facilities, with 60 located in the United States.  Berry is a
wholly-owned subsidiary of Berry Plastics Group, Inc., which is
primarily owned by affiliates of Apollo Management, L.P., and
Graham Partners.

As of December 27, 2008, Berry Plastics had $4.52 billion in total
assets and $4.22 billion in total liabilities.  The Company
reported a net loss of $29.4 million on net sales of
$865.0 million for the 13 weeks ended December 27, 2008.

                          *    *     *

The Troubled Company Reporter said on April 27, 2009, that Moody's
Investors Service downgraded Berry Plastics Corp.'s probability of
default rating to Ca/LD from B3 following the company's disclosure
that it has agreed to repurchase approximately $415 million in
principal amount of Berry Plastics Group, Inc., senior unsecured
term loan due 2014 for approximately $134 million.


BERRY PLASTICS: Lenders Amend Covenant Under Holdco Term Loan
-------------------------------------------------------------
The requisite lenders under Berry Plastics Group, Inc. Term Loan
Credit Agreement dated as of June 5, 2007, have approved an
amendment to the Holdco Credit Agreement that, among other things,
remove the Holdco Credit Agreement's provision prohibiting Holdco
and its subsidiaries from spending more than a total of
$75 million of cash in respect of purchases of assignments of
loans under the Holdco Credit Agreement.

The amendment is now effective, according to Berry Plastics'
April 21 filing.  Holdco is the direct parent of Berry Plastics
Corporation.

                     About Berry Plastics

Based in Evansville, Indiana, Berry Plastics Corporation
manufactures and markets plastic packaging products, plastic film
products, specialty adhesives and coated products.  At
December 27, 2008, the Company had 68 production and manufacturing
facilities, with 60 located in the United States.  Berry is a
wholly-owned subsidiary of Berry Plastics Group, Inc., which is
primarily owned by affiliates of Apollo Management, L.P., and
Graham Partners.

As of December 27, 2008, Berry Plastics had $4.52 billion in total
assets and $4.22 billion in total liabilities.  The Company
reported a net loss of $29.4 million on net sales of
$865.0 million for the 13 weeks ended December 27, 2008.

                          *    *     *

The Troubled Company Reporter said on April 27, 2009, that Moody's
Investors Service downgraded Berry Plastics Corp.'s probability of
default rating to Ca/LD from B3 following the company's disclosure
that it has agreed to repurchase approximately $415 million in
principal amount of Berry Plastics Group, Inc., senior unsecured
term loan due 2014 for approximately $134 million.


BRUNO'S SUPERMARKETS: Court Denies Plea to Reject Labor Contract
----------------------------------------------------------------
Dawn Kent at Birmingham News reports that the Hon. Benjamin Cohen
of the U.S. Bankruptcy Court for the Northern District of Alabama
has denied Bruno's Supermarkets, LLC's request to void a labor
contract with the United Food and Commercial Workers union.

Bruno's Supermarkets had asked the Court to let it rescind the
contract, claiming that it was hindering a sale of the Company.
The report states that Bruno's Supermarkets' assets will be
auctioned on April 29.  The report says that the union had
threatened to launch a strike if the contract would be revoked.

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's interim
conflicts counsel.  Greenberg Traurig, LLP, is the Official
Committee of Unsecured Creditors' counsel.  Alvarez & Marsal is
the Debtor's restructuring advisor.  When Bruno's filed for
protection from its creditors, it listed assets and debts of
between $100 million and $500 million each.


BUFFETS HOLDINGS: Closes $117.5M Loan, Emerges from Chapter 11
--------------------------------------------------------------
Buffets Holdings, Inc. announced April 28 that it has emerged from
Chapter 11 reorganization.  After meeting all closing conditions
to the Company's exit financing and to its Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware in an order entered on April 17, 2009, the Plan has
now become effective.

In conjunction with its emergence from Chapter 11, Buffets today
closed on $117.5 million in new first lien exit financing from
various lenders.  This financing, in addition to $139.8 million in
second lien rollover financing remaining from the pre-petition
lenders, enables the Company to satisfy its Chapter 11 Plan
obligations and provide working capital for ongoing operations.

"This is a great day for Buffets, and an achievement for which all
of our Team Members should be very proud," said Mike Andrews,
Chief Executive Officer of Buffets Holdings.  "Due to their hard
work and dedication over the last fifteen months, we are emerging
with a stronger balance sheet, significantly less debt, and
greater resources to improve operations and make investments in
our business."

Andrews continued: "In addition to our Team Members, as well as
our loyal guests, we thank our business partners for their support
throughout this challenging process. We look forward to continuing
to work with them to deliver the highest quality food, service,
and value to our guests."

Effective today, Buffets has a new Board of Directors, and, in
accordance with the Plan, the Company's newly issued equity is
privately held by certain former creditors and does not trade on
any established exchange.

Buffets Holdings, Inc. and all of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on January 22, 2008.  In addition to strengthening
its balance sheet and reducing its debt, Buffets has also used the
Chapter 11 process to right-size its organization, including
streamlining its portfolio of restaurants and reducing operating
expenses across the business.

More information about Buffets Holdings' reorganization is
available in the Company Information section of the Company's Web
site at http://www.Buffet.com/ Claims information and court
filings, including the confirmed Plan of Reorganization and
Disclosure Statement, are available at
http://chapter11.epiqsystems.com/buf

                     About Buffets Holdings

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

Buffets and all of its subsidiaries filed Chapter 11 protection on
January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).
Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as claims and balloting agent.  The
U.S Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl
Young & Jones as counsels.  The Debtors' balance sheet as of Sept.
19, 2007, showed total assets of $963,538,000 and total
liabilities of $1,156,262,000.

As reported by the TCR on April 23, 2009, the Bankruptcy Court
entered an order confirming Buffets' Plan of Reorganization.

Bankruptcy Creditors' Service, Inc., publishes Buffets Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Buffets Holdings Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL GARDEN & PET: Bank Debt Trades at Substantial Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Central Garden &
Pet Co. is a borrower traded in the secondary market at 75.50
cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 4.60
percentage points from the previous week, the Journal relates.
The loan matures on September 20, 2012.  The Company pays 175
basis points above LIBOR to borrow under the facility.  The bank
debt carries B1 rating from Moody's.

Central Garden & Pet Company -- http://www.central.com/-- markets
and produces quality branded products for the lawn & garden and
pet supplies markets.  The products are sold to specialty
independent and mass retailers.  The Company also provides a host
of other regional and application-specific garden brands and
supplies, and other application-specific Pet brands and supplies.
Central Garden & Pet Company is based in Walnut Creek, California,
and has approximately 5,000 employees, primarily in North America
and Europe.


CHAPARRAL ENERGY: Moody's Cuts Ratings on $650-Mil. Notes to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded Chaparral Energy, Inc.'s $325
million of senior unsecured notes due 2015 and $325 million of
senior unsecured notes due 2017 to Ca (LGD 5, 76%) from Caa3 (LGD
5, 76%).  Moody's also downgraded Chaparral's Corporate Family
Rating to Caa3 from Caa2 and its Probability of Default Rating to
Caa3 from Caa2.  Chaparral's Speculative Grade Liquidity rating
remains at SGL-4.  This concludes the review for downgrade begun
on December 19, 2008 reflecting weak liquidity and high leverage.
The outlook is negative.

The downgrade reflects Chaparral's lack of liquidity and a
potential borrowing base redetermination issue that should be
completed sometime in May, 2009.  Furthermore, Chaparral faces
other obstacles such as an unsecured notes indenture which
prohibits the company from borrowing even if funds are available
until its secured debt is below $320 million, and a potential
covenant compliance issue with its borrowing base facility unless
this credit facility is renegotiated and extended before October
31, 2009.

Nevertheless, although liquidity is tight Chaparral intends to
spend within cash flow this year to fund minimal capital
commitments.  The company had approximately $60 million of cash at
the end of the first quarter 2009, which included the monetization
of $9.5 million of hedges and $21.8 million of production credits.
The company estimates that it has a further $200 million of gains
on its hedge portfolio which it could liquidate for the reduction
of bank borrowings or to fund interest payments.

Near-term the next hurtle Chaparral will face is the borrowing
base redetermination in May.  Based on the borrowing base
redetermination the company may need to liquidate some of its
hedge book.  Once the company addresses the borrowing base issue,
the maturity issue of the revolver and the continued level of
secured debt continue as an issue.

The last rating action on Chaparral was on December 19, 2008, at
which time the Corporate Family Rating and Probability of Default
Rating were downgraded to Caa2 and the senior unsecured note
rating was lowered to Caa3.

Chaparral Energy, Inc. is privately held independent oil and
natural gas production company.


CHARYS HOLDING: Withdraws 2007 Registration Statement From SEC
--------------------------------------------------------------
Pursuant to Rule 477 of Regulation C promulgated under the
Securities Act of 1933, as amended, Scouler & Company, as
liquidating trustee for the Charys Liquidating Trust, asked the
Securities and Exchange Commission for the withdrawal of a
Registration Statement on Form SB-2 filed by Charys Holding
Company, Inc., on April 30, 2007.

The Trustee pointed out that on February 14, 2008, it filed for
Chapter 11 bankruptcy protection; there were no securities sold in
connection with the Registration Statement; on February 24, 2009,
the Bankruptcy Court entered an order confirming the Debtors'
First Amended Joint Plan of Reorganization; and pursuant to the
Final Order all assets of Charys were transferred to the Charys
Liquidating Trust.

"[W]e hereby respectfully request that a written order consenting
to the withdrawal of the Registration Statement be issued by the
Commission as soon as possible.  We also request in accordance
with Rule 457(p) under the Securities Act that all fees paid by us
to the Commission in connection with the filing of the
Registration Statement be credited to our account for future use
by Charys Holdings Company, Inc.," according to the Trustee's
letter to the Commission.

As reported by the Troubled Company Reporter, Charys Holding's
Chapter 11 plan was declared effective on March 12, 2009.  The
U.S. Bankruptcy Court for the District of Delaware declined to
issue a stay pending appeal to the confirmation order on the Plan.

As reported by the TCR on March 2, the Bankruptcy Court held that
Charys Holding's Chapter 11 plan satisfies the statutory
requirements for confirmation under Section 1129 of the Bankruptcy
Code.  The former owner of a business purchased by Charys,
however, wanted the plan held up while he took an appeal on the
confirmation order, Bloomberg's Bill Rochelle reported.

The Chapter 11 Plan, according to Mr. Rochelle, provides for these
terms:

   -- Convertible noteholders will recover 32.5% in the form of
      94% of the new stock plus $20 million in secured notes
      maturing in four years and paying 15% interest.

   -- Unsecured creditors with $107 million in claims are expected
      to recover 15 cents on the dollar, from a liquidating trust
      created under the Plan;

   -- Holders of subordinated claims and equity interests in
      Charys won't recover anything.

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?37e8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.

Upon confirmation of their bankruptcy plan, the Debtors had assets
of roughly $215 million and the liabilities of roughly
$339 million.


CHRYSLER FINANCIAL: May Merge with GMAC in Chrysler Restructuring
-----------------------------------------------------------------
The restructuring of Chrysler LLC may include folding Chrysler
Financial into GMAC LLC, Jeffrey Mccracken, Neil King Jr., and
Alex P. Kellogg at The Wall Street Journal report, citing people
familiar with the matter.

Citing sources, WSJ states that concern has increased that
Chrysler Financial may not survive as a separate company.  WSJ
relates that like Chrysler, Chrysler Financial is struggling and
has gotten financial help from the federal government since
December 2008.  Chrysler Financial has been surviving on around
$150 million a week in government loans, and the government
appears inclined to continue providing funds to Chrysler, says the
report.

According to WSJ, a final decision would come out of negotiations
involving Cerberus Capital Management LP -- which has substantial
stakes in Chrysler and GMAC and owns all of Chrysler Financial --
and the auto task force.  WSJ, citing people familiar with the
matter, relates that the likeliest result is that Chrysler
Financial's loan portfolio will be folded into GMAC, which would
then handle dealer financing for General Motors Corp. and
Chrysler.  The sources said that the arrangement will need
approval from various federal banking regulators in Washington,
WSJ states.

                   About Chrysler Financial

Chrysler Financial -- http://corp.chryslerfinancial.com-- offers
automotive financial products and services to both dealers and
consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S.,
Canada, Mexico and Venezuela.  In addition it offers vehicle
wholesale and retail financing to more than 3,600 Chrysler, Jeep
and Dodge dealers.  Currently, nearly three million drivers in the
United States enjoy the benefits of financing with Chrysler
Financial.  Chrysler Financial has an employee base of 4,000 and
supports a global portfolio of $60 billion.

As reported by the Troubled Company Reporter on April 23, 2009,
Moody's Investors Service downgraded the corporate family rating
of Chrysler Financial Services Americas LLC to Ca from Caa2,
following Moody's downgrade of Chrysler Automotive, LLC's
corporate family rating to C from Ca.  Chrysler Financial's rating
outlook is negative.

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures 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.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.  Late
in 2008, Daimler attempted to sell its remaining stake to
Cerberus, but talks have been stalled.

A report by The Wall Street Journal in March 2009 said Cerberus is
set to shed its stake in Chrysler as part of the conditions
surrounding the company's bailout arrangement with the U.S.
government.  An anonymous source within the Obama administration
told WSJ Cerberus' equity stake no longer holds value.  The source
told WSJ Cerberus will still hold on to a controlling stake in
Chrysler Financial, but its stake in the automaker itself will
likely be eviscerated.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The Government has told Chrysler it would provide up to $6 billion
in financing if Chrysler and Fiat SpA could complete a deal by the
end of April -- on top of the $4 billion Chrysler has already
received.  Fiat originally agreed to take 35% of Chrysler, but it
was subsequently reduced to 20%.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  So far, GM has received
$13.4 billion in federal loans.

The Office of the Special Inspector General for the Troubled Asset
Relief Program has said GM may receive up to $5 billion and
Chrysler up to $500 million in additional working capital.  The
additional loans are part of the modification to the existing loan
program.

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

A copy of the Chrysler viability plan is available at:

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

                           *     *     *

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

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


CHRYSLER LLC: Fiat Says It Won't Use Bankruptcy to Acquire Firm
---------------------------------------------------------------
Luca Ciferri at Automotive News reports that Fiat CEO Sergio
Marchionne said that he wouldn't use a Chrysler LLC bankruptcy to
acquire pieces of the Company.

Citing a person familiar with the matter, Automotive News relates
that Fiat wants to proceed with an alliance with Chrysler even if
the Company is forced into Chapter 11.  According to the report,
the source said that Fiat will continue to work closely with the
U.S. Treasury Department and will try to complete an agreement.

Automotive News states that if the alliance seems to secure
Chrysler's future, the Company would get up to $6 billion in
additional loans from the government.  If the Company fails to
seal a deal with Fiat by Thursday, the government would cut off
the federal funding to the Company, the report says.

Mr. Marchionne, according to Automotive News, told analysts that
he believes that there would be an alliance, saying that he sees
"no reason why it cannot happen.  I can only confirm our
unwavering commitment to get this transaction done.  We see
benefits to both Fiat and to Chrysler."  Fiat's board gave an
"ample mandate" to seal the deal, Automotive News states, citing
Mr. Marchionne.

Reuters relates that lawmakers from Michigan urged Chrysler's
creditors to agree to concessions.  According to Reuters, Senator
Debbie Stabenow said that after the United Auto Workers union
accepted cuts, "it is now incumbent on the creditors, in
particular those that have taken public funds, to make some
concessions and be a part of the solution."  Creditors must look
"at the broad economic impact (of Chrysler collapsing) and not
just their own short-term financial interest," Dow Jones Newswires
reports, citing Rep. Mark Schauer.

                        About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures 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.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.  Late
in 2008, Daimler attempted to sell its remaining stake to
Cerberus, but talks have been stalled.

A report by The Wall Street Journal in March 2009 said Cerberus is
set to shed its stake in Chrysler as part of the conditions
surrounding the company's bailout arrangement with the U.S.
government.  An anonymous source within the Obama administration
told WSJ Cerberus' equity stake no longer holds value.  The source
told WSJ Cerberus will still hold on to a controlling stake in
Chrysler Financial, but its stake in the automaker itself will
likely be eviscerated.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The Government has told Chrysler it would provide up to $6 billion
in financing if Chrysler and Fiat SpA could complete a deal by the
end of April -- on top of the $4 billion Chrysler has already
received.  Fiat originally agreed to take 35% of Chrysler, but it
was subsequently reduced to 20%.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  So far, GM has received
$13.4 billion in federal loans.

The Office of the Special Inspector General for the Troubled Asset
Relief Program has said GM may receive up to $5 billion and
Chrysler up to $500 million in additional working capital.  The
additional loans are part of the modification to the existing loan
program.

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

A copy of the Chrysler viability plan is available at:

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

                          *     *     *

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

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


CHRYSLER LLC: Lenders Agree to $2BB Cash Payment for $6.8BB Debt
----------------------------------------------------------------
The Wall Street Journal reports that Chrysler LLC's key lenders
have agreed to accept $2 billion in cash in exchange for
$6.8 billion in secured debt.

WSJ relates that some lenders involved are against the terms,
making the deal tentative.

Citing people familiar with the matter, WSJ states that Chrysler
is likely to file for bankruptcy protection, even agreements with
the United Auto Workers union, the lenders, and Fiat SpA are
reached, to clear liabilities including removing hundreds of auto
dealers from its sales network.  According to WSJ, some hedge
funds and smaller banks said that they wouldn't back a deal with
Chrysler.

WSJ says that parties including the administration appear
confident that Fiat will sign a merger deal with Chrysler by
Thursday.  According to WSJ, Fiat Vice Chairperson John Elkann
said that "the partnership can proceed even if we have to deal
with Chapter 11" and the final shareholding structure is still
being discussed.  As reported by the Troubled Company Reporter on
April 28, 2009, the UAW would eventually own 55% of the stock in a
restructured Chrysler, as agreed by the two parties.

Fiat won't invest any money in Chrysler as part of a potential
deal, but may eventually put money into Chrysler once an alliance
is forged, WSJ states, citing Mr. Elkann.  According to the
report, Fiat is being asked to take "a relatively small position"
in Chrysler to start, estimated at about 20%, which would rise as
Fiat introduces new technologies to Chrysler and meet certain, as-
yet unspecified obligations.

                        About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures 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.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.  Late
in 2008, Daimler attempted to sell its remaining stake to
Cerberus, but talks have been stalled.

A report by The Wall Street Journal in March 2009 said Cerberus is
set to shed its stake in Chrysler as part of the conditions
surrounding the company's bailout arrangement with the U.S.
government.  An anonymous source within the Obama administration
told WSJ Cerberus' equity stake no longer holds value.  The source
told WSJ Cerberus will still hold on to a controlling stake in
Chrysler Financial, but its stake in the automaker itself will
likely be eviscerated.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The Government has told Chrysler it would provide up to $6 billion
in financing if Chrysler and Fiat SpA could complete a deal by the
end of April -- on top of the $4 billion Chrysler has already
received.  Fiat originally agreed to take 35% of Chrysler, but it
was subsequently reduced to 20%.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  So far, GM has received
$13.4 billion in federal loans.

The Office of the Special Inspector General for the Troubled Asset
Relief Program has said GM may receive up to $5 billion and
Chrysler up to $500 million in additional working capital.  The
additional loans are part of the modification to the existing loan
program.

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

A copy of the Chrysler viability plan is available at:

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

                          *     *     *

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

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


CHRYSLER LLC: MoFo Lawyers Talk About Bankruptcy Issues
-------------------------------------------------------
"With latest reports that Chrysler will be split up, with as much
as 55% of the company set to be transferred to the United
Autoworkers Union, it's apparent that the nation's third largest
automaker has made a last-second Hail Mary to avoid bankruptcy,"
lawyers in Morrison & Foerster's Bankruptcy & Restructuring
practice area say.

"But a Chapter 11 filing is still on the horizon for the long-
troubled company.  The UAW move, combined with the prospect of a
20% investment by Italy's Fiat, are big moves, but they may not be
enough to halt the company's downward trajectory," the lawyers
continue.

Attorneys in the bankruptcy group at Morrison & Foerster put
together an outlook assessment to help explain what businesses,
suppliers and car buyers can expect from a Chrysler Chapter 11
filing.

The attorneys write that unlike GM, Chrysler faces unique
outcomes, "namely, the possibility of a U.S. Government-backed
alliance with Fiat, a possible U.S. and Canadian debtor-in-
possession financing facility, and the possibility that Chrysler
could liquidate."

The U.S. Treasury set a May 1 deadline for Chrysler to present a
plan to avoid bankruptcy, which the company says it has
accomplished with the UAW deal.  But many critics say that may not
be enough: Bob Shulz, a Standard & Poor's senior auto analyst told
CNN that even if both GM and Chrylser steer past the deadlines
bearing down on them, that doesn't mean they will be able to avoid
bankruptcy indefinitely.

According to the Wall Street Journal, Fiat is hinting that with a
bankruptcy it could opt for a greater investment than 20%.  Fiat
CEO Sergio Marchionne has said Fiat was interested in Chrysler "in
its totality."

These issues will undoubtedly be playing out in coming weeks.

For additional information, contact:

         Karen Ostad, Esq.
         Morrison & Foerster
         1290 Avenue of the Americas
         New York, NY 10104-0050
         Telephone (212) 468-8000

               _______________________________

                       Preparing for a
               Chrysler LLC Bankruptcy Filing:
                Issues for Your Consideration
               _______________________________

This week, Chrysler LLC (together with its affiliates, "Chrysler")
announced a tentative deal with the United Auto Workers' union
(the "UAW").  The deal, which was reportedly negotiated among the
UAW, Chrysler, the U.S. Department of the Treasury ("Treasury"),
and Chrysler's potential suitor, Fiat SpA ("Fiat"), is a step
toward meeting the April 30, 2009 deadline imposed by the Obama
administration, by which time Chrysler is required to reach
agreements on cost-cutting deals with its unions, secured
creditors, and other stakeholders as a precondition for receiving
further Treasury assistance.  The tentative deal with the UAW --
the specific terms of which are undisclosed and depend on a union
member vote -- reportedly meets the terms imposed by Treasury in
the $4 billion U.S. Government loan package received by Chrysler
in December 2008.

The UAW deal not only places additional pressure on Chrysler's
secured lenders, who have indicated that they would not consider
accepting equity in satisfaction of their approximate $6.9 billion
claim without union concessions, but also furthers Chrysler's
potential acquisition by Fiat, whose representatives also stated
that union concessions were a precondition to any agreement.  The
Obama administration has stated that Chrysler is unsustainable on
a stand-alone basis, and over the past month, has placed
increasing pressure on Chrysler to strike a deal with Fiat.
According to recent reports, Treasury is pressing Chrysler to
prepare to file for bankruptcy in the next several days,
regardless of whether it meets the Obama administration's deadline
of reaching deals with its major creditor groups.

This briefing highlights some of the major issues expected from a
significant number of clients -- including creditors and potential
investors -- will confront in a Chrysler bankruptcy filing.
Although many of the complex issues in any Chrysler filing would
be similar to those highlighted last week in the briefing
regarding a potential General Motors Corp. (together with its
affiliates, "GM") bankruptcy filing, there are several differences
that warrant consideration -- namely, the possibility of a U.S.
Government-backed alliance with Fiat, a possible U.S. and Canadian
debtor-in-possession ("DIP") financing facility, and the
possibility that Chrysler could liquidate.  President Obama
described some of these differences when comparing the two
automakers on March 30, 2009:

The situation at Chrysler is more challenging.  It's with deep
reluctance but also a clear-eyed recognition of the facts that
we've determined, after careful review, that Chrysler needs a
partner to remain viable.  Recently, Chrysler reached out and
found what could be a potential partner -- Fiat, where the current
management team has executed an impressive turnaround.  Fiat is
prepared to transfer its cutting-edge technology to Chrysler and,
after working closely with my team, has committed to build --
building new fuel-efficient cars and engines right here in the
United States.  We've also secured an agreement that will ensure
that Chrysler repays taxpayers for any new investments that are
made before Fiat is allowed to take a majority ownership stake in
Chrysler.[1]

If Chrysler and Fiat succeed in reaching an agreement in the next
several days, Treasury will provide Chrysler with what it deems
"adequate capital to continue operations," including possibly
lending up to $6 billion to finance the Fiat acquisition.[2]
Under this scenario -- and assuming the reported agreements with
both the UAW and Canadian Auto Workers' union (the "CAW") are
approved -- Fiat may wish to complete its alliance with Chrysler
as part of a Chrysler bankruptcy filing.  But even if Chrysler
fails to reach an out-of-court agreement with its major creditor
constituents by April 30th, the Obama administration has made
clear that in the absence of any other viable partnership, the
U.S. Government "will not be able to justify investing additional
tax dollars to keep Chrysler in business."[3] If no viable
restructuring plan emerges, Chrysler will likely be forced to
liquidate its assets piecemeal as part of a bankruptcy filing.

That the U.S. Government has taken an active role in steering
Chrysler's survival is an understatement.  As with any GM filing,
a Chrysler filing would involve a significant number of complex
issues, a broad range of parties, and a host of legal issues never
before faced by U.S. bankruptcy courts.  Regardless of the
specific posture of any Chrysler bankruptcy filing (i.e.,
restructuring with a strategic partner vs. liquidation), its
proposed features will likely present significant opportunities
for clients, especially for those who identify and grasp key
issues early on.

The few publicly available details surrounding Chrysler's
reorganization plan remain in flux.  This briefing is a
preliminary overview based on the collective knowledge of a
variety of automobile industry-related issues and expertise in the
secondary loan trading market, as well as broad-based expertise in
"mega"-sized bankruptcy cases across various jurisdictions (U.S.
and foreign).  This briefing does not constitute legal advice and
is not intended to provide a comprehensive summary of all issues
that may arise in any Chrysler bankruptcy, or all issues relevant
to each of the firm's clients.

1. Debtor-in-Possession ("DIP") Financing Issues

                   U.S./Canadian DIP Sponsorship

One unique feature of any Chrysler filing will involve the extent
of the role of Treasury and the Canadian government either as DIP
lenders (possibly in conjunction with agent/conduit lenders who
are experienced in structuring DIP loans) or as providers of
credit support.  A DIP loan could total $20 billion according to
Bloomberg reports.  As DIP lenders, the Canadian and U.S.
Governments (together, the "Governments") would play a significant
role in directing the management of Chrysler's bankruptcy case and
would presumably be entitled to a "super priority" claim, required
to be paid before all other administrative claims and secured
claims.[4]  Indeed, there appears to be no question about
Chrysler's need for DIP financing.  As of December 6, 2008,
Chrysler stated that without the DIP funding, it would need to
liquidate, closing 29 factories, firing 53,000 workers, and
cutting off $7 billion in payments to suppliers.[5]

In addition to "super priority" status, the Governments (and any
conduit lender) would be able to charge fees and dictate many of
the terms of borrowings (including related performance milestones
and covenants).  The Governments may require the grant of a
security interest in Chrysler's unencumbered assets, wherever
located, including leasehold interests.  There may be DIP
agreement provisions that allow the Governments to have unfettered
control over any unencumbered property.  The terms of the DIP will
be determined very shortly after a bankruptcy filing.  Therefore,
it will be critical for parties to understand how the proposed DIP
structure works, what assets it seeks to encumber (in the U.S. and
abroad), and whether the proposed liens will "prime" existing
liens and claims.

            Loan Trading Issues Involving Chrysler Debt

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

Participation in DIP facilities can be problematic for certain
entities, including CDO/CLO funds.  If a Chrysler DIP facility
seeks the participation of existing lenders (or potentially new
investors), parties in the secondary loan market should understand
not only how their rights as a prepetition lender may be affected,
but also whether they will be able to clear the hurdles necessary
to participate.

Existing lenders should also understand how a Chrysler DIP
facility will treat existing senior secured debt.  The
unprecedented nature of a Chrysler bankruptcy filing will raise a
host of novel questions for both existing and potential DIP
lenders.  For example, will existing lenders be treated as a
separate and superior tranche in a DIP facility?  Will they be
entitled to full voting rights on most issues concerning the DIP
facility?  Given the likelihood that the Governments will fund
and/or guarantee most of any Chrysler DIP facility, to what extent
will the Governments exert pressure on existing Chrysler lenders
(some of whom are recipients of U.S. Government bailout monies) as
a means of steering a Chrysler bankruptcy case?  One thing is
clear: Whatever priority structure is proposed in the DIP facility
will be announced in the first days of a bankruptcy filing, and
vigilance is needed for existing lenders to protect their rights.

2. Liquidation Issues and Acquisition Opportunities

        Fiat Acquisition/Reorganization vs. Liquidation

If Chrysler and Fiat reach an agreement this week, Fiat may
purchase its stake in Chrysler through a "Section 363" bankruptcy
sale (described in further detail below) as part of Chrysler's
Chapter 11 filing.  There is a track record for approving such
large Section 363 acquisitions within a relatively brief time
period, especially due to the constraints of emergency funding.
As recently as last September, for example, Barclays plc received
bankruptcy court approval within three days of the Lehman Brothers
Holdings Inc. ("Lehman") bankruptcy filing to purchase, among
other things, Lehman's banking and trading units for $250 million.
Less accelerated, but still swift: UBS's multi-billion dollar
acquisition of Enron Corp.'s trading business, and American
Airlines' multibillion-dollar acquisition of TWA.

Generally, Chapter 11 permits businesses an opportunity to
reorganize and continue functioning while coming up with a
reorganization strategy or "plan."  The plan requires agreement by
various creditor constituencies, under specifically prescribed
thresholds, before it can be approved by a bankruptcy court.  Even
if Chrysler were unable to garner sufficient support from its
creditors for a proposed plan, it may be possible for Chrysler to
get its plan approved over the objection of creditors.  In either
scenario, the DIP lending agreement in place would, at a minimum,
be designed to allow Chrysler to consummate its alliance with Fiat
and provide bridge funding until such time as Chrysler can obtain
bankruptcy court approval of its plan of reorganization.

If, however, no viable restructuring plan or alternative partner
emerges before April 30th and Chrysler is unable to reach a deal
with lenders who are collectively owed approximately $6.9 billion,
Chrysler is likely to face liquidation either through a Chapter 7
filing, or a liquidating Chapter 11 case.  If Chrysler files for
Chapter 7 liquidation, it will be forced to sell any non-exempt
assets to pay its creditors.  A Chapter 7 trustee would be
appointed by the court, and the trustee would ensure that any
proceeds from the sale of secured assets are paid to secured
creditors.  To the extent any assets and/or residual cash remains
after secured creditors are paid, those assets and cash will be
pooled together to pay off any unsecured creditors, including
trade creditors and equity holders -- i.e., Cerberus Capital
Management, a private equity fund that owns an 80% stake in
Chrysler as a result of Cerberus's 2007 takeover of Chrysler from
Daimler-Benz.

Alternatively, Chrysler may file a Chapter 11 liquidation case if
it can demonstrate that the sale of its assets will result in a
higher recovery for creditors than a Chapter 7 liquidation.
Should Chrysler file a liquidating plan as part of its Chapter 11
case, such plan would likely allow Chrysler to liquidate its
business under more economically advantageous circumstances than a
Chapter 7 liquidation.  It might also permit creditors to take a
more active role in fashioning the liquidation of the assets and
the distribution of the proceeds than a Chapter 7 case.

Regardless of the form of any Chrysler bankruptcy liquidation,
there will be significant opportunities for investors to bid on
Chrysler assets and brands in bankruptcy sales.  If Chrysler is
able to forge a deal with Fiat, Fiat will buy only the assets and
operations its wants -- reportedly, the JEEP brand -- potentially
leaving less desirable assets, including unwanted brands,
affiliates, factories, plants, and health care obligations, in the
"old Chrysler," which would be liquidated over months or years.
If these plans take hold, old Chrysler will be under significant
pressure to sell assets promptly pursuant to a series of "Section
363" bankruptcy sales, giving potential investors another
opportunity to buy Chrysler assets at significant cost savings and
obtain various other potential benefits.

                             Sale Process

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

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

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

3. Pension Plan Issues

Similar to GM, Chrysler reportedly faces a significant shortfall
on its pension plan.  Stakeholders are gearing up for what could
be a significant battle in bankruptcy court. On April 16, 2009,
reports indicated that the Pension Benefit Guaranty Corporation
(the "PBGC"), aquasi-governmental corporation created by Congress
in 1974 to protect pension programs of bankrupt companies, had
retained a law firm to advise it on Chrysler's unfunded pension
liability.

As of November 30, 2008, Chrysler had a reported $9.3 billion
unfunded pension plan liability, as calculated by the PBGC on a
termination basis.  If Chrysler were to terminate its pension
plans, the PBGC would cover approximately $2.2 billion of the
shortfall, leaving $7.3 billion in lost benefits.  GM's pension
plan alone, if terminated, could potentially sink the PBGC.  A
Chrysler pension plan termination could likely have the same
effect, meaning that bailout of the PBGC might be required before
either a Chrysler or a GM case could be resolved.  So far, it
appears that Chrysler has reached a preliminary agreement with the
UAW in the U.S.  Based on published reports, that the deal would
give the UAW Chrysler equity in exchange for part of the $10.1
billion Chrysler is required to pay into a union-run trust
designed to take over retiree health care costs in 2010.
Depending on the terms of the deal, the UAW could become
reorganized Chrysler's biggest shareholder.

According to recent reports, it also appears that the CAW reached
a preliminary cost-cutting deal with Chrysler, which is expected
to save Chrysler about $198 million annually.  Besides a reduction
in health-care benefits (among other features), the CAW agreement
is reported to involve the creation of a trust fund that will
recover retiree health care costs.

Even if the UAW and CAW workers ultimately ratify these
agreements, there is still a possibility that Chrysler will file
for bankruptcy, especially if Chrysler's secured lenders believe
they will obtain greater in recovery in a bankruptcy case than
they would if they voluntarily waived a portion of their $6.9
billion claim outside bankruptcy.  Should a bankruptcy filing
occur, Chrysler, like GM, may look to prior bankruptcy precedent,
such as the landmark LTV Corporation steel company bankruptcy, for
specific guidance on the treatment of pension plans in and after
bankruptcy.  If so, there is a possibility that after any
bankruptcy filing, Chrysler/Fiat will take back responsibility for
its pension plans, negotiate new terms with the UAW and the CAW,
and agree to make up a large portion of lost benefits.[6] For
creditors-at-large, this means that if Chrysler decides to unwind
its pension plan, the significant costs associated with such
termination might not be dischargeable in a Chrysler bankruptcy,
and Chrysler might require additional funding from the U.S.
Government and/or any DIP lenders to cover these costs.

4. Vendor Issues

                       Critical Vendor Status

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

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

                            Reclamation

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

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

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

                 Treatment of Executory Contracts

Under the Bankruptcy Code, Chrysler will be obligated to preserve
and maximize the value of its estate by rejecting burdensome
executory contracts and assuming (and in some cases also
assigning) beneficial ones.  Essentially, executory contracts are
contracts on which performance remains due, to some extent, by
Chrysler and the counterparty to the contract.  Examples include
employment contracts, maintenance agreements, service contracts,
supply contracts, typical lease agreements, and franchise
agreements. [7]

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

                   Rejection of Supply Contracts

Many Chrysler vendors across the U.S. and the world are also in a
precarious financial situation.  A Chrysler filing and a rejection
of their supply contracts could potentially put these vendors into
bankruptcy. [8]  Although Chrysler could decide to renegotiate or
reject certain supply contracts in order to lower its own cost-of-
goods, given the financial stress that the supply chain is already
experiencing, Chrysler will have to make sure that its decision to
reject supply contracts does not have the "domino" effect of
driving suppliers out of business and thereby jeopardizing
production.

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

        Auto Supplier Support Programs.

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

5. Impact of a Chrysler LLC Bankruptcy Filing on Chrysler
Affiliates

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

Footnotes

     [1] See http://tinyurl.com/czm5kh

     [2] See id.

     [3] See id.

     [4] An open question remains regarding the relative priority
         of the Chrysler bailout funds totaling $4 billion to
         date.

     [5] See http://tinyurl.com/c5zxj5

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

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

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

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures 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.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.  Late
in 2008, Daimler attempted to sell its remaining stake to
Cerberus, but talks have been stalled.

A report by The Wall Street Journal in March 2009 said Cerberus is
set to shed its stake in Chrysler as part of the conditions
surrounding the company's bailout arrangement with the U.S.
government.  An anonymous source within the Obama administration
told WSJ Cerberus' equity stake no longer holds value.  The source
told WSJ Cerberus will still hold on to a controlling stake in
Chrysler Financial, but its stake in the automaker itself will
likely be eviscerated.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The Government has told Chrysler it would provide up to $6 billion
in financing if Chrysler and Fiat SpA could complete a deal by the
end of April -- on top of the $4 billion Chrysler has already
received.  Fiat originally agreed to take 35% of Chrysler, but it
was subsequently reduced to 20%.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  So far, GM has received
$13.4 billion in federal loans.

The Office of the Special Inspector General for the Troubled Asset
Relief Program has said GM may receive up to $5 billion and
Chrysler up to $500 million in additional working capital.  The
additional loans are part of the modification to the existing loan
program.

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

A copy of the Chrysler viability plan is available at:

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

                           *     *     *

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

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


CHRYSLER LLC: PBGC, Daimler Agree on $600MM Infusion on Pensions
----------------------------------------------------------------
The Pension Benefit Guaranty Corporation unveiled a term sheet
agreement with Daimler AG on additional protections for the
pension plans of Daimler's former Chrysler North America division.

Under the agreement, also signed by Chrysler and its controlling
owner, Cerberus, Daimler will contribute $200 million dollars into
the pension plans immediately upon final execution of the
agreement.  Daimler also will pay $200 million into the plans in
2010 and again in 2011.

In addition, if the Chrysler pensions terminate before August 2012
and are trusteed by the PBGC, Daimler will pay $200 million to the
PBGC insurance program.  The agreement replaces the $1 billion
termination guarantee negotiated by the PBGC at the time of
Daimler's sale of Chrysler in 2007.

The agreement closes out Daimler's 19.9% share of Chrysler, and
waives repayment of Daimler's outstanding loans to Chrysler.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                        About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures 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.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.  Late
in 2008, Daimler attempted to sell its remaining stake to
Cerberus, but talks have been stalled.

A report by The Wall Street Journal in March 2009 said Cerberus is
set to shed its stake in Chrysler as part of the conditions
surrounding the company's bailout arrangement with the U.S.
government.  An anonymous source within the Obama administration
told WSJ Cerberus' equity stake no longer holds value.  The source
told WSJ Cerberus will still hold on to a controlling stake in
Chrysler Financial, but its stake in the automaker itself will
likely be eviscerated.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to General Motors Corp., Chrysler Holding LLC, and Chrysler
Financial Services Americas LLC.  The Treasury purchased senior
preferred stock from GMAC LLC.  In exchange, Chrysler and GM
submitted restructuring plans to the Treasury on February 17,
2009.  Upon submission, President Obama's Designee on the Auto
Industry determined that the restructuring plans did not meet the
threshold for long-term viability.  However, on March 30, 2009,
both GM and Chrysler were granted extensions to complete the
restructuring plans to comply with the requirements set forth
under the Automotive Industry Financing Program.

The Government has told Chrysler it would provide up to $6 billion
in financing if Chrysler and Fiat SpA could complete a deal by the
end of April -- on top of the $4 billion Chrysler has already
received.  Fiat originally agreed to take 35% of Chrysler, but it
was subsequently reduced to 20%.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  So far, GM has received
$13.4 billion in federal loans.

The Office of the Special Inspector General for the Troubled Asset
Relief Program has said GM may receive up to $5 billion and
Chrysler up to $500 million in additional working capital.  The
additional loans are part of the modification to the existing loan
program.

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

A copy of the Chrysler viability plan is available at:

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

                          *     *     *

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

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


CIRCUS & ELDORADO: Poor Operations Cue Moody's Junk Rating
----------------------------------------------------------
Moody's Investors Service downgraded Circus and Eldorado Joint
Venture's Corporate Family Rating, Probability of Default Rating,
and senior secured mortgage note rating each to Caa2 from B3.  The
company's SGL-3 Speculative Grade Liquidity rating was affirmed.
The rating outlook is negative.

The two notch downgrade reflects a continued deterioration in
Circus and Eldorado's operating performance in addition to Moody's
concern that its capital structure is becoming increasingly
unsustainable given the current level of performance.  With gaming
demand trends in Reno expected to deteriorate at least through
2009, and limited growth prospects going forward, the company will
be challenged to sustain its current capital structure over the
medium term.

The downgrade also incorporates the higher probability of default
resulting from Circus and Eldorado's ability to repurchase
additional mortgage notes.  Although the company's mortgage notes
do not mature until March 2012, weaker operating performance and
limited growth prospects could provide incentive for the company
to exchange or make additional open market purchases of this debt
at a discount in an effort to avoid a default when the mortgage
notes come due.  If additional debt repurchases were made, Moody's
could deem this a distressed exchange.  Circus and Eldorado
already used $11.4 million of cash to repurchase $17.2 million
principal amount of its $160 million mortgage notes in February
2009.  The company's bank loan agreement permits prepayments of
the mortgage notes in an amount up to $20 million.

In addition to the continuation of weak gaming demand trends and
limited growth prospects, the negative outlook incorporates the
possibility that Circus and Eldorado will repurchase additional
mortgage notes and that Moody's could deem a distressed exchange.

The affirmation of Circus and Eldorado's SGL-3 Speculative Grade
Liquidity rating anticipates that the company will maintain
adequate liquidity during the next 12-15 month period.  Despite
longer-term refinancing concerns, Moody's expect that the
company's internal cash sources -- operating cash flow plus the
current cash balance -- will be sufficient to cover all debt
service, working capital, and capital expenditures needs through
fiscal 2010.

Ratings downgraded and LGD assessments adjusted:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2 from B3

  -- $143 million senior secured mortgage notes due 2012 to Caa2
     (LGD 4, 50%) from B3 (LGD 3, 48%)

Ratings affirmed:

Speculative Grade Liquidity rating at SGL-3

Moody's previous rating action for Circus and Eldorado occurred on
December 3, 2008.  At that time, the company's Corporate Family
Rating, Probability of Default Rating, and senior secured mortgage
note rating were each lowered to B3 from B2.  A negative outlook
was also assigned.

Circus & Eldorado Joint Venture, a 50/50 joint venture between MGM
Mirage and Eldorado Resorts LLC, owns and operates the Silver
Legacy Resort Casino in Reno, Nevada.  The company generates
approximately $140 million of net revenues annually.


CIT GROUP: DBRS Cuts Preferred Share Rating to "BB"
---------------------------------------------------
Dominion Bond Rating Service downgraded the ratings of CIT Group
Inc. and its related subsidiaries; including its Issuer and Long-
Term Debt ratings to BBB (high) from A (low).  Concurrently, the
preferred share rating was downgraded to B (high) from BB (high).
The Company's Commercial Paper ratings remain at R-2 (high).  In
addition, all ratings of CIT were placed Under Review with
Negative Implications.

The rating action follows CIT's earnings release for the first
quarter of 2009 and reflects DBRS' opinion that the Company's
financial profile will continue to be pressured by reduced market
liquidity, higher funding costs, and elevated credit costs.
Moreover, the rating action reflects DBRS's perspective that the
Company's earnings generation ability has been reduced.
Meanwhile, the Company will likely need to curtail origination
volumes to reflect its current funding profile, the reduced
investor appetite in the loan syndication market, and the overall
stressed market conditions; thereby DBRS expects that revenues
will be constrained.  DBRS is concerned that the expectation of
lower revenues comes at a time when solid revenues are required to
absorb the elevated credit costs associated with this difficult
credit cycle.

CIT's earnings release reported that the Company incurred a loss
of $438.1 million from continuing operations for the first quarter
of 2009.  This result reflects the impact of the continuing
deterioration in the U.S. economy since year end, which drove
credit costs higher.  Provisioning for credit losses were
$535.4 million for the quarter, an increase of 21.7% from a
quarter ago.  Moreover, CIT's reliance on more expensive secured
funding continues to pressure interest margins, which is
illustrated by a loss of $17.5 million in net interest revenue.
Despite the decline in rates, CIT's cost of funding has not fallen
as much as the yield on its loans.  Leasing revenues however, held
up at $475.2 million for the quarter.  Additionally, CIT's
quarterly results include a one-time gain of $139 million on the
repurchase of the Company's unsecured debt at a discount.

Net charge-offs as a percentage of average finance receivables
increased significantly to 2.41%, from 1.32% at year end 2008,
reflecting the impact of the deepening U.S. recession on small and
middle market companies.  The increase in NCO's was driven by
higher loss severity and defaults concentrated in the Corporate
Finance portfolio.  The Company continued to build reserves, now
at $1.3 billion up from $1.1 billion at December 31, 2008.
Reserves as a percentage of finance receivables increased to 2.59%
at March 31, 2008, from 2.06% at year end.  DBRS considers the
increase in loan loss reserves as prudent given the outlook for a
prolonged recession in the U.S., which is pressuring the ability
of CIT's core market of middle market companies to service their
debt.

DBRS considers CIT's liquidity and funding profile as constrained.
While DBRS recognizes the liquidity benefits CIT has received from
the approval of its initial 23A waiver request and the possible
benefits to the Company of any potential approval to participate
in the FDIC's -- Temporary Liquidity Guarantee Program (TLGP),
DBRS believes that other funding options will continue to be
limited, more costly, and more often, secured in nature. CIT
transferred $5.7 billion of government-guaranteed student loans
and $3.5 billion of related debt to CIT Bank as part of its
initial 23A waiver, creating approximately $1.5 billion of
liquidity at the bank holding company.  DBRS views the ability to
transfer assets to CIT Bank as a positive for the Company's
overall liquidity position as it allows the Company to fund assets
with lower cost deposits at CIT Bank.  Deposits at CIT Bank
totalled $3.0 billion at quarter end up from $2.6 billion at
December 31, 2008.  DBRS considers CIT's remaining 2009 redemption
schedule, which includes long-term debt maturities of
$4.7 billion, as manageable.

DBRS views CIT's capital base as acceptable.  The Company's first
quarter estimated consolidated Tier 1 and total capital ratios
were 9.3% and 13.0%, respectively, essentially flat from year end
2008.  CIT's tangible common equity-to-tangible assets ratio
declined to 5.2% from 5.6% at December 31, 2008, driven by the net
loss for the quarter.

DBRS's review will include an assessment of CIT's progress in
managing its funding needs.  DBRS will monitor CIT's progress in
obtaining additional sources of funding; including TLGP, its
progress in attracting new deposits, and will monitor any other
alternative actions the Company may take to bolster its liquidity
profile.  DBRS's review will also focus on CIT's ability to
protect its strong business franchise.  DBRS recognizes the steps
management has taken to secure funding and protect its franchise
over the past year.  Yet, the ongoing disruption in the capital
markets, the overall reduced market liquidity and the negative
economic backdrop is weighting heavily on CIT's strong franchise,
which is a key factor underpinning the rating.  While DBRS has a
level of tolerance for reduced earnings and elevated credit costs
given the current phase of the economic cycle, elevated losses
from continuing operations indicating that the Company's earnings
generation ability and franchise have been permanently weakened
could lead to further negative ratings pressure.  Alternatively,
ratings stabilization may be achieved with evidence that CIT's
liquidity and funding profile have been solidified.  Moreover,
DBRS would view positively any indication from CIT's near-term
financial performance that demonstrates that the Company's
earnings generation ability and franchise remains sound.

Additionally, DBRS has corrected the Commercial Paper ratings of
CIT Canada Funding ULC.  The correction to this rating corresponds
with the downgrade of CIT's Commercial Paper rating to R-2 (high)
from R-1 (low) on October 7, 2008.


CITIGROUP INC: DBRS Ratings Unchanged After Q1 Earnings
-------------------------------------------------------
Dominion Bond Rating Service commented that its ratings for
Citigroup Inc., including its Issuer & Senior Debt Rating of "A"
and its R-1 (middle) short-term rating, remain unchanged following
the Company's release of Q1 2009 earnings.  Citigroup reported net
income of $1.6 billion.  Income available to common shareholders
was a loss of $966 million, after preferred dividends of
$1.2 billion, a $1.3 billion charge to reset the conversion price
on its privately issued preferred stock, and a $53 million
amortization charge related to TARP warrants.  Citigroup's ratings
reflect its status as a Critically Important Banking organization
(CIB) in the United States.  CIBs benefit from DBRS's floor rating
of "A" for bank holding companies and A (high) for banks with
short-term ratings of R-1 (middle).  Given the nature of the
floor, these ratings have Stable trends.

In Q1 2009, Citigroup's revenue and income before provisions and
taxes (IBPT) rebounded to levels not achieved since the middle of
2007, which DBRS views as indicative of the strength of the
Company's diverse franchise.  Given the still weakening economy,
sustaining this higher level of IBPT is critical, in DBRS's
opinion, if Citigroup is going to be able to absorb the elevated
level of credit costs and the burden of its remaining legacy
assets.

IBPT was $12.7 billion versus a negative $9.7 billion (excluding
the goodwill impairment) in Q4 2008.  Driving this IBPT
improvement were revenues of $24.8 billion, up significantly from
$5.6 billion in Q4 2008, and a reduction in operating expenses.
Generating net interest income of $12.9 billion, Citigroup with
its diverse loan portfolios benefited from low rates and reduced
wholesale funding costs.  Net interest margin (NIM) expanded 8 bps
to 3.30%, the highest since Q4 2004.  Higher IBPT enabled the
Company to absorb rising net charge offs (NCOs) of $7.3 billion
and a $2.1 billion addition to loan loss reserves (LLRs).

The key turnaround was in the Securities & Banking (S&B) division,
where revenues surged to $7.2 billion versus negative revenues of
$10.6 billion in the prior quarter.  Net income was $2.0 billion
compared to a loss of $10.4 billion in Q4 2008.  As with other
capital markets participants, S&B's results reflected a more
favorable trading environment, especially for many areas of fixed
income, as well as a strong quarter for debt underwriting.

Legacy assets took a toll again in Q1 2009, with S&B revenues
reduced by revenue marks of $4.4 billion, largely driven by
subprime and monoline exposures.  The Company also absorbed write-
downs in private equity and equity investments of $1.2 billion.
At March 31, its remaining exposure to legacy assets (including
private equity and equity investments), declined 9% from year end
to $101.5 billion, of which only $29.2 billion is subject to mark-
to-market accounting.  On the positive side of market
deterioration in Q1 were a $2.7 billion credit valuation
adjustment gain resulting primarily from the widening of
Citigroup's credit default swap spreads relative to counterparties
and a modest $180 million gain on its own debt carried at fair
value. S&B also gained $541 million of accretion of non-credit
related marks on assets of approximately $29 billion, transferred
to held-to-maturity in Q4 2008.

Indicative of the challenges facing Citigroup, the cost of credit
in the consumer-related businesses continued to increase with
consumer loan NCOs, including Global Cards and Consumer Banking,
of $5.7 billion on a held basis versus $5.2 billion in Q4 2008.
While 90+ day delinquencies still trended upward across consumer
loan categories, management noted 30-day delinquencies showed
signs of leveling off.  With a $2.1 billion LLR build, the overall
ratio of LLR to loans rose 55 bps to 4.82%.  The ratio of LLR to
nonperforming loans (NPLs) fell moderately to 121% from 133% at Q4
2008.

Despite an 18% revenue increase, lower expenses and no large
goodwill charge, Consumer Banking still reported a first quarter
loss of $1.2 billion, but an improvement from its $10.4 billion
loss in Q4 2008.  Global Cards also struggled with increasing
credit costs rising unemployment, though the reserve build was
down from Q4 2008.  Excluding an after-tax gain of $704 million
from the sale of Redecard shares, Global Cards had a net loss of
$287 million in Q1 2009, still ahead of its net loss of
$610 million in Q4 2008.

Citigroup's Q1 2009 earnings benefited from a record $843 million
of income from Global Transaction Services (GTS), which remains a
consistent source of positive earnings.  There was also a
significant rebound in Global Wealth Management (GWM) earnings to
$261 million, although the pace of revenues was down with lower
markets and less activity.

In addition to sustaining solid revenues, expense control will be
a key factor helping Citigroup cope with elevated credit costs.
DBRS views positively that Citigroup delivered planned expense
reductions in Q1 2009.  Operating expenses were $12.1 billion,
putting Citigroup on track to deliver its target for full year
2009 which is in the $50 - $52 billion dollar range versus
$61.2 billion in 2008, excluding $9.6 billion of goodwill
impairments.

Citigroup's capitalization presents a challenge that the Company
is seeking to remedy.  Its estimated Tier 1 capital ratio of 11.8%
provides a substantial cushion above the regulatory minimum to be
considered well-capitalized, but its tangible common equity (TCE)
of $29.7 billion provides more limited loss absorption capacity,
given rising credit costs and a still weakening economy.  A 6%
reduction in tangible assets bolstered the TCE/tangible assets
ratio 10 bps, but it remained a weak 1.67% at the end of Q1 2009.
DBRS notes that management has indicated it will wait until after
the Government's stress test is completed before launching the
proposed preferred stock exchange offer that will significantly
strengthen its TCE levels.


CLAIRE'S STORES: Bank Debt Trades at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 45.64 cents-on-the-
dollar during the week ended April 24, according to data compiled
by Loan Pricing Corp. and reported in The Wall Street Journal.
This represents an increase of 1.93 percentage points from the
previous week, the Journal relates.   The loan matures on May 29,
2014.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Caa2 rating and
S&P's B rating.

Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R).  Icing operates only in North America; Claire's
operates worldwide.  As of January 31, 2009, Claire's Stores, Inc.
operated 2,969 stores in North America and Europe.  Claire's
Stores, Inc. also operates through its subsidiary, Claire's
Nippon, Co., Ltd., 214 stores in Japan as a 50:50 joint venture
with AEON, Co., Ltd.  The Company also franchises 196 stores in
the Middle East, Turkey, Russia, South Africa, Poland and
Guatemala.

                          *     *     *

As reported by the Troubled Company Reporter on September 29,
2008, Moody's Investors Service confirmed Claire's Stores, Inc.,
long term ratings, including its probability of default rating, at
Caa1.  In addition, Moody's affirmed Claire's speculative grade
liquidity rating at SGL-4.  The rating outlook is negative.  The
confirmation reflects Moody's view that the Caa1 appropriately
reflects higher-than-average probability of default over the near
to medium term, given what Moody's views as an overleveraged and
unsustainable capital structure.  It also reflects the view that
the company will be able to fund its free cash flow deficits with
excess cash over the next twelve months, providing it some time in
order to improve operating performance.


CLICO BAHAMAS: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Craig A. Gomez
                       Fowler White Burnett, P.A.
                       Espirito Santo Plaza
                       1395 Brickell Avenue, 14th Floor
                       Miami, Florida 33131-3302
                       Tel: (305) 789-9200
                       Fax: (305) 789-9201
                       http://www.fowler-white.com/

Chapter 15 Debtor: CLICO (Bahamas) Limited, Debtor
                   aka British Fidelity Insurance Company, Limited
                   c/o Sidney Cambridge, Esq.
                   Attorney for Liquidator
                   1 Millars Court
                   P.O. Box 7117
                   Nassau, BS 33131

Chapter 15 Case No.: 09-17829

Type of Business: The Debtor is no longer operating but was
                  primarily involved in life and health insurance,
                  pensions and annuities.

Chapter 15 Petition Date: April 28, 2009

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Chapter 15 Petitioner's Counsel: Ronald G Neiwirth, Esq.
                                 rgn@fowler-white.com
                                 1395 Brickell Avenue 14 Fl.
                                 Miami, FL 33131
                                 Tel: (305) 789-9200

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


CMP SUSQUEHANNA: Bank Debt Trades at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which CMP Susquehanna
Corp. is a borrower traded in the secondary market at 40.58 cents-
on-the-dollar during the week ended April 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.73 percentage
points from the previous week, the Journal relates.   The loan
matures on May 6, 2013.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Caa1 rating and S&P's CCC+ rating.

CMP Susquehanna Radio Holdings Corp. is the third-largest
privately owned radio broadcasting company in the United States
and is believed to be the 10th largest radio broadcasting company
overall in the United States based on 2008 revenues.  The Company
owns 32 radio stations, of which it operates 23 FM and 9 AM
revenue generating stations in 9 metropolitan market in the United
States.  The Company's headquarters are in Atlanta, Georgia.

                           *     *     *

The Troubled Company Reporter said April 20, 2009, that Standard &
Poor's Ratings Services raised its corporate credit rating on
Atlanta, Georgia-based CMP Susquehanna Radio Holdings Corp. to
'CCC+' from 'SD'.  The rating outlook is stable.  Also, S&P raised
its issue-level rating on the company's subordinated debt to 'CCC-
' from 'D'.  In addition, S&P affirmed its 'CCC+' rating on the
company's secured credit facilities and removed them from
CreditWatch, where they were placed with negative implications
Jan. 30, 2009.


COASTAL VENDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Coastal Vending and Food Services, Inc.
        2801 Three Lakes Road
        N. Charleston, SC 29418

Bankruptcy Case No.: 09-03165

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Robert Frank Anderson, Esq.
                  P.O. Box 76
                  Columbia, SC 29202-0076
                  Tel: (803) 252-8600
                  Fax: (803) 256-0950
                  Email: firm@andersonlawfirm.net

Total Assets: $502,838.97

Total Debts: $1,405,771.44

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

             http://bankrupt.com/misc/cab09-03165.pdf

The petition was signed by Donna D. Trego, chief executive officer
of the Company.


COMMERCIAL CAPITAL: Wants Laufer & Padjen as Bankruptcy Counsel
---------------------------------------------------------------
Commercial Capital, Inc., asks the U.S. Bankruptcy Court for the
District of Colorado for permission to employ Laufer and Padjen
LLC as its counsel.

Laufer and Padjen will:

   a) prepare all schedules, reports, plans, disclosure
      statements, pleadings, motions and other documents as may be
      required in this Chapter 11 case;

   b) assist Debtor with a sale or refinance of assets;

   c) assist Debtor in negotiating and obtaining confirmation of a
      Plan of Reorganization; and

   d) perform all other legal services for Debtor which may be
      necessary herein.

Joel Laufer, Esq., a member of Laufer and Padjen, tells the Court
that his hourly rate is $350 and the hourly rates of other
professionals working on the Chapter 11 case are:

     Robert Padjen, Esq.          $275
     Paralegal                     $60
     Law Clerk                     $75

Mr. Laufer adds that the Debtor paid the firm a $50,000 retainer.
The retainer was applied against prepetition fees, costs and
filing fees incurred by the firm in the amount of $5,129.  The
retainer balance will be held in the firm's trust account and will
be applied against the firm's postpetition fees and expenses after
prior Court approval of the fees and expenses.

Mr. Laufer assures the Court that Laufer and Padjen is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Laufer can be reached at:

     Laufer and Padjen LLC
     5290 DTC Parkway, Suite 150
     Englewood, CO 80111
     Tel: (303) 830-3173

Headquartered in Englewood, Colorado, Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- is a commercial real
estate lender and investment partner, which engage in short-
term commercial mortgage.

The Company filed for Chapter 11 on April 22, 2009 (Bankr. D.
Colo. Case No. 09-17238).  The Debtor listed $100 million to
$500 million in assets and $50 million to $100 million in debts.


CONCORDIA CLARKSBURG: Case Summary & 11 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Concordia Clarksburg, LLC
        6707 Democracy Blvd., Suite 910
        Bethesda, MD 20817

Bankruptcy Case No.: 09-17416

Chapter 11 Petition Date: April 27, 2009

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

Judge: Paul Mannes

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.com

Total Assets: $8,741,000.00

Total Debts: $14,343,156.45

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

             http://bankrupt.com/misc/mdb09-17416.pdf

The petition was signed by William J. Collins, manager of the
Company.


CONSTAR INT'L: Plan Gets Support; Plan Hearing Moved to May 4
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consider confirmation of Constar
International Inc.'s bankruptcy plan on May 4, 2009.

The confirmation hearing was originally slated for April 28.

On Monday, Constar said more than 98% of ballots cast and claims
value voted in favor of the Debtors' Second Amended Joint Plan of
Reorganization.

The Company said it is currently completing a routine reforecast
of full-year results.  To allow for sufficient time for the
Company to complete the reforecast and for the Official Creditors'
Committee and the Supporting Noteholders to review the reforecast
and the other conditions to confirmation, the Company rescheduled
the confirmation hearing.

As reported in the Troubled Company Reporter on February 4, 2009,
the Hon. Peter J. Walsh approved the second amended disclosure
statement explaining the Debtors' second amended Chapter 11 plan
of reorganization dated Feb. 3, 2009.

Pursuant to the Plan terms, general unsecured claims will be paid
in full in cash on the later of (i) the plan's effective date, or
(ii) when said unsecured claim would be paid in the ordinary
course of the Reorganized Debtors' business.  Equity interest
claims will be canceled and extinguished.

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?3917

A full-text copy of the Debtors' Second Amended Chapter 11 Plan of
Reorganization is available for free at

               http://ResearchArchives.com/t/s?3918

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net/-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The Company provides full-service packaging
services.  The Company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Bayard, P.A. represents the Debtors as counsel.
Wilmer Cutler Pickering Hale and Dorr LLP represents the Debtors
as co-counsel.  Goodwin Procter LLP, and Young, Conaway, Stargatt
& Taylor, LLP, are the Official Committee of Unsecured Creditors'
proposed counsel.


DANA CORP: Bank Debt Halts Slide in Secondary Market Trading
------------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 29.75 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.75 percentage points
from the previous week, the Journal relates.   The loan matures on
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar during the week ended March 6, 2009, a drop at
that time of 1.71 percentage points from the previous week.

On the other hand, participations in a syndicated loan under which
TRW Automotive is a borrower traded in the secondary market at
63.00 cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.75
percentage points from the previous week, the Journal relates.
The loan matures on February 9, 2014.  The Company pays 150 basis
points to borrow under the facility.  The bank debt carries
Moody's B1 rating and S&P's BB rating.

Trading in TRW Automotive slumped to as low as 57.20 cents-on-the-
dollar during the week ended February 27, 2009, a drop at that
time of 7.13 percentage points from the previous week.

The bank debt of automakers had tougher luck in secondary market
trading.

Participations in a syndicated loan under which Ford Motor Company
is a borrower traded in the secondary market at 55.75 cents-on-
the-dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.58 percentage points from
the previous week, the Journal relates.   The loan matures on
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which General
Motors Corporation is a borrower traded in the secondary market at
55.28 cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.55
percentage points from the previous week, the Journal relates.
The loan matures on November 27, 2013.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

                        About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DAYTON SUPERIOR: Court Limits Trading of Equity Securities
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
April 22, 2009, on an interim basis, notice and hearing procedures
with respect to certain transfer of equity interests in Dayton
Superior Corporation, to preserve the Debtor's net operating
losses.

Any purchase, sale or transfer, or other transfer of equity
securities in Dayton Corporation in violation of the procedures
will be null and void ab initio as an act violating the automatic
stay provisions under Sections 362 and 105(a) of the Bankruptcy
Code.

Any person or entity who currently is or thereafter becomes a
Substantial Shareholder must file with the Court, and serve upon
the Debtor and the counsel for the Debtor, a notice of that status
on or before (a) 30 days after entry of the order, or (B) 10 days
after becoming a Substantial Shareholder.

Prior to effectuating any transfer of equity securities (including
options to acquire stock) that would result in an increase or
decrease in the amount of common stock of Dayton Superior
beneficially owned by a Substantial Shareholder or would result in
a person or entity becoming or ceasing to be a Substantial
Shareholder, said Substantial Shareholder must file with the
Court, and serve on the Debtor and the counsel for the Debtor, an
advance written notice of the intended transfer of equity
securities.

As defined in the approved procedures, a Substantial Shareholder
is any person or entity that beneficially owns in excess of
850,000 shares (representing approximately 4.5% of all issued and
outstanding shares) of the common stock of Dayton Superior.

Objections, in any, to final approval of the notification and
hearing procedures must be in writing and filed with the Court no
later than May 13, 2009, at 4:00 p.m. (EDT).

If timely written objections are filed, a final hearing will be
held on May 20, 2009, at 2:30 p.m. (EDT).

In papers filed with the Court on April 19, 2009, the Debtor said
that over the past several years, it has incurred consolidated
federal NOLs of $162 million.  These NOLs are an extremely
valuable asset because under the Internal Revenue Code of 1986, as
amended, the Debtor can carry forward their NOLs to offset future
taxable income for up to 20 taxable years, thereby reducing future
tax obligations and freeing up funds to meet working capital
requirements and service debts.

The Debtor said that unrestricted trading of Dayton Superior
equity securities could adversely affect its NOLs if too many
shares are added to or sold from said blocks so that, together
with previous trading by "5% shareholders" during the preceding
three-year period, an ownership change is triggered prior to
emergence and outside the context of a confirmed Chapter 11 plan
of reorganization.  If an ownership change occurs prior to
emergence and outside the context of a confirmed Chapter 11 plan
of reorganization, the Debtor's NOL utilization would likely be
much lower than if said ownership change were to occur after
emergence or pursuant to a confirmed Chapter 11 plan of
reorganization.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
also represent the Debtor as counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., represent the
Debtor as Delaware counsel.  The Debtor posted $288,709,000 in
total assets and $405,867,000 in total debt as of February 27,
2009.


DAYTON SUPERIOR: DIP Facility Requires Plan Filing by October 21
----------------------------------------------------------------
Dayton Superior Corporation's postpetition financing facility from
General Electric Capital Corporation, as letter of credit issuer,
swingline lender and lender and as collateral agent and
administrative agent, requires the filing of a reorganization plan
by October 21, 2009.

Dayton Superior entered into a Senior Secured Priming and
Superpriority Debtor-in-Possession Revolving Credit Agreement with
GECC on April 22, 2009.  The United States Bankruptcy Court for
the District of Delaware on April 21 granted interim approval of
the DIP Credit Agreement.

The DIP Credit Agreement provides for initial aggregate borrowings
of up to $165 million which amount includes a roll-up of
outstanding obligations under the Company's existing Revolving
Credit Agreement, dated as of March 3, 2008, also with GECC, as
letter of credit issuer, swingline lender and lender and as
collateral agent and administrative agent.  Actual borrowings by
the Company are subject to a block on availability and a borrowing
base, a formula based on certain eligible inventory and eligible
receivables of the Company and certain of its subsidiaries, less
$15 million and certain reserves.

The use of proceeds under the DIP Credit Agreement are limited to
refinancing the Prior Credit Agreement, working capital and other
general corporate purposes consistent with a budget -- including
period updates thereto -- that the Company presented to the
administrative agent, including payment of costs and expenses
related to the administration of the bankruptcy proceedings and
payment of other expenses as approved by the Bankruptcy Court.

The principal amount outstanding under the DIP Credit Agreement,
plus interest accrued and unpaid thereon, will be due and payable
in full at maturity, which is the earlier of April 22, 2010, and
confirmation of a plan of reorganization in the bankruptcy
proceedings, subject to provisions in the DIP Credit Agreement
providing for an earlier maturity date under certain
circumstances.

Borrowings under the DIP Credit Agreement bear interest at
variable rates based on the prime rate, LIBOR or the banker's
acceptance rate, depending on the type of borrowing, plus 12.00%
per annum in the case of any revolving loan or swingline loan that
is a LIBOR rate loan and 11.00% per annum in the case of any
revolving loan or swingline loan that is a base rate loan.
Interest and fees are payable monthly.  If the Company defaults on
its obligations under the DIP Credit Agreement, the default rate
of interest will be the rate otherwise in effect plus 2.00% per
annum.

In addition to interest, the Company is required to pay an unused
commitment fee of 1.00% per annum in respect of the unutilized
commitments under the DIP Credit Agreement.  An upfront fee of
1.00% of the aggregate amount of commitments under the DIP Credit
Agreement was payable to the lender on April 22, 2009.  The
Company must also pay funding fees, letter of credit fees and
certain agency fees.

All obligations under the DIP Credit Agreement are secured,
subject to certain limited exceptions, by substantially all of the
assets of the Company according to the lien priorities set forth
in the Interim Order, including a super-priority administrative
expense claim in the bankruptcy proceedings with respect to
certain of the collateral.

The DIP Credit Agreement contains various representations and
warranties, as well as covenants from the Company and events of
default that are customary for transactions of this nature.  The
DIP Credit Agreement also contains certain financial covenants
relating to minimum levels of EBITDA and compliance with the
Budget.   In addition, the DIP Credit Agreement includes covenants
related to the progress of the bankruptcy proceedings, including
actions relating to the filing of a plan of reorganization on or
before October 21, 2009.

                       About Dayton Superior

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


DAYTON SUPERIOR: Taps Richards Layton as Bankruptcy Co-Counsel
--------------------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Richards,
Layton & Finger, P.A., as co-counsel.

RL&F will, among other things:

   a) advise the Debtor of its rights, powers and duties as
      debtor-in-possession in the continued operation of its
      business and  management of its properties;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commences
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and preparation of objections to claims
      filed against the Debtor's estate; and

   c) prepare on behalf of the Debtor all necessarily motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtor's estate.

Lathan & Watkins LLP, the Debtor's proposed co-counsel, and RL&F
have discussed a division of responsibilities regarding the
Debtor's representation and will make very effort to avoid and
minimize duplication of services.

The hourly rates of RL&F professionals working in the Chapter 11
case are:

     John H. Knight                       $550
     Russel C. Silberglied                $550
     Paul N. Heath                        $475
     Drew Sloan                           $255
     Lee Kaufman                          $245
     Andrew C. Irgens                     $230

Mr. Knight, a director of RL&F, tells the Court that prior to the
petition date, RL&F received a $180,000 retainer for payment of
prepetition services and related expenses.

The Debtor proposes that the retainer monies paid to RL&F and not
expended for prepetition services and disbursements be treated as
an evergreen retainer.

Mr. Knight assures the Court that RL&F is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Knight can be reached at:

     Richards, Layton & Finger
     One Rodney Square
     P.O. Box 551
     Wilmington, DE 19899
     Tel: (302) 651-7700
     Fax: (302) 651-7701

                       About Dayton Superior

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


EDWARD J. PRUS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Edward J. Prus
               Susanne B. Prus
               171 Beekman Road
               Hopewell Junction, NY 12533

Bankruptcy Case No.: 09-36044

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Edward J. Prus, D.D.S., P.C.                   09-36045

Chapter 11 Petition Date: April 27, 2009

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

Debtors' Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $1,202,213.92

Total Debts: $1,537,151.48

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors and schedules of assets and
liabilities, is available for free at:

             http://bankrupt.com/misc/nysb09-36044.pdf

The petition was signed by the joint debtors.


EMMIS COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded Emmis Communications
Corporation's Corporate Family rating to Caa2 from Caa1 and
changed its Probability of Default rating to Caa3/LD from Caa2.
The "/LD" designation signifies Moody's view that the recently
concluded Dutch auction transactions constitute an event of
default, which also applies to future repurchases activated
according to the provisions of a March 3, 2009 amendment to the
credit agreement.  Moody's expect to remove the "/LD" designation
on the PDR shortly.  The company's Caa3 PDR reflects Moody's view
that Emmis faces a high probability of further default.

Ratings downgraded:

Emmis Communications Corporation

* Corporate Family rating - to Caa2 from Caa1
* Probability of Default rating - to Caa3/LD from Caa2

Emmis Operating Company

* senior secured revolving credit facility due 2012 - downgraded
  to Caa2, LGD 3, 35% from Caa1, LGD 3, 33%

* senior secured tranche B term loan due 2013 - to Ca , LGD 3, 45%
  from Caa1, LGD 3, 33%

Rating affirmed:

* Series A cumulative convertible preferred stock - Ca, LGD 6, 97%

Emmis Communications' SGL-4 liquidity rating is unaffected by the
rating action.

The rating outlook remains negative

The downgrade of Emmis' senior secured tranche B term loan rating
to Ca reflects Moody's view of the loss incurred by debtholders in
connection with the recent debt exchange tender offer.  Moody's
expects that the rating on this debt instrument will be changed to
Caa2 shortly.

On April 17, 2009, Emmis purchased $34.4 million in face amount of
its term loans for $18.9 million, according to the terms of a
Dutch auction, representing a discount of approximately 45% to the
face amount.  On April 23, 2009, Emmis purchased an additional
$18.2 million in face amount of its term loans for $10 million.
Furthermore, in a separate announcement, Emmis recently disclosed
that it had engaged a financial advisor to assist the company
explore a possible amendment to the credit facility or a possible
restructuring of certain of its liabilities.

The most recent rating action occurred on October 28, 2008, when
Moody's downgraded Emmis' CFR to Caa1 from B2.

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.  The company reported
revenues of $354 million for the LTM period ended November 30,
2008.


EMPIRE RESORTS: Noteholder Group to Exercise Put Option on July 31
------------------------------------------------------------------
Members of an ad hoc group of holders of Empire Resorts, Inc.'s 8%
Convertible Senior Notes due 2014 intend to exercise their right
to require Empire to purchase the Senior Notes on July 31, 2009,
pursuant to Section 3.07 of the Indenture governing the Senior
Notes.

"We have been instructed by all members of the Ad Hoc Group to
formally advise you, and by this letter we (on behalf of the Ad
Hoc Group) are formally advising you, that each of the members of
the Ad Hoc Group intends to exercise its Put Right in accordance
with the terms of the Indenture," Plainfield Asset Management LLC
informed the Company in a letter dated April 15.

Empire said in March 2009 that no holder of the Senior Notes has
yet advised the Company of a specific intention to exercise its
Put Right.

Plainfield Special Situations Master Fund Limited, one of PAM's
investment funds, owns roughly $22.5 million in principal amount
of the Senior Notes.  PSSMF is part of the ad hoc group, which was
formed for the purpose of, among other things, dealing with Empire
in connection with a potential restructuring of the Senior Notes
and various related matters.

The letter indicated that Empire met with certain of the
bondholders, including PAM, on April 1 at the offices of Olshan
Grundman Frome Rosenzweig & Wolosky LLP.

PAM also commented on the appointment early this month of Eric
Reehl as Chief Restructuring Officer of Empire.  Mr. Reehl is a
former Managing Director at PAM.

"We understand that . . . Mr. Reehl's primary function will be to
negotiate a restructuring of Empire's outstanding secured debt
obligations, including debt obligations under Empire's 8%
Convertible Senior Notes due 2014," the letter said.

"[S]o that there can be no misunderstanding going forward, we
trust that you are aware that Mr. Reehl's employment with PAM
ended in the third quarter of 2008.  At all subsequent times since
that date, Mr. Reehl has not and does not have any affiliation,
association or other relationship with PAM or any of its
affiliates (including PSSMF).  As you well know, PAM (including
PSSMF and its other affiliates) did not suggest that Empire retain
Mr. Reehl and, indeed, PAM was completely surprised by it and had
absolutely no role in Empire's retention of Mr. Reehl," PAM said.
"The decision to hire Mr. Reehl was solely that of Empire.  Since
Mr. Reehl did not work on the Empire investment while at
Plainfield, we are not aware of any reason why Mr. Reehl cannot
negotiate with the Ad Hoc Group on an arms'-length basis relating
to a potential restructuring of the Senior Notes and/or other
matters relating to Empire or its subsidiaries, but, in an
abundance of caution, are advising you of Mr. Reehl's former
relationship with respect to PAM."

As reported by the Troubled Company Reporter, Empire entered into
an agreement with Mr. Reehl pursuant to which Mr. Reehl was
appointed to serve as chief restructuring officer of the Company
effective as of April 13, 2009.  Mr. Reehl will assist in the
Company's efforts to identify, negotiate and secure additional
debt or equity capital and will coordinate the Company's
restructuring efforts.  The Company will pay Mr. Reehl a retainer
of $20,000 per month commencing as of the execution of the Reehl
Agreement for a term of three months, to be extended upon mutual
written agreement.

In the event that the Company achieves, exchanges or otherwise
modifies or resolves conclusively all first and second mortgage
indebtedness of the Company before July 31, 2009, the Company will
issue to Mr. Reehl -- or his designee -- an amount of common stock
of the Company equivalent to $300,000 in fair market value based
on the average closing market price of the Company's common stock
in the 30 day trading period immediately preceding the trading day
before a public announcement is made of a binding agreement with a
majority of bond holders of the $65 million second mortgage
facility necessary to effectuate the contemplated transaction
reduced by any portion of the Retainer previously paid to Mr.
Reehl.

Mr. Reehl, 45, is the Founder and Managing Member of Nima Asset
Management LLC, a consulting and advisory firm formed in November
2008, specializing in distressed investment situations and
emerging markets.  Mr. Reehl is currently serving as the Acting
Chief Financial Officer for Park Avenue Bancorp, Inc., a New York
domiciled commercial bank.  Prior to the formation of Nima, Mr.
Reehl served as Managing Director at PAM from March 2006 until
September 2008.  Prior to that, he led the New York office of the
Direct Lending group of CSG Investments, Inc, the investment
affiliate for Beal Bank, a privately held Texas state savings
bank, from April 2004 until March 2006.   Prior to CGS
Investments, Mr. Reehl was a Bankruptcy and Restructuring advisor
with Ernst and Young Corporate Finance LLC.

                           D&O Departures

David P. Hanlon, President and Chief Executive Officer of Empire
and a member of its board of directors, entered into a separation
agreement with the Company pursuant to which Mr. Hanlon's
employment with the Company terminated as of April 13, 2009.
Pursuant to the Separation Agreement, Mr. Hanlon will be paid a
lump sum payment of $100,000.  In addition, the Separation
Agreement provides for the extension of the expiration dates of
options to purchase common stock previously granted to Mr. Hanlon.
Mr. Hanlon will continue to receive health insurance through the
end of the year.  Mr. Hanlon has provided the Company with a
general release from any and all claims related to his employment.
Further, until January 13, 2010, Mr. Hanlon has agreed not to
compete with the Company in the State of New York or any other
jurisdiction that directly competes with the Company.  The
Separation Agreement also includes confidentiality, non-
disparagement and non-disclosure obligations.

In connection with the Separation Agreement, the Company entered
into a consulting agreement with Mr. Hanlon pursuant to which Mr.
Hanlon will provide consulting services to the Company with
respect to historical Company and predecessor issues for a period
of nine months.  Mr. Hanlon will be paid an aggregate of $100,000
for his consulting services in equal monthly payments.

On April 14, Ronald Radcliffe, Empire's Chief Financial Officer,
tendered his resignation, effective June 30.  On April 16, Empire
entered into an agreement a Separation and Release Agreement with
Mr. Radcliffe.  Pursuant to the Separation Agreement, Mr.
Radcliffe was to be paid a lump sum payment not later than
April 25 for $51,667 representing two months' salary.  In
addition, the Separation Agreement provides for the extension of
the expiration dates of options to purchase common stock
previously granted to Mr. Radcliffe for three years from June 30,
2009.

Mr. Radcliffe has provided the Company with a general release from
any and all claims related to his employment.  Further, until
March 30, 2010, Mr. Radcliffe has agreed not to compete with the
Company in the State of New York or any other jurisdiction that
directly competes with the Company.  The Separation Agreement also
includes confidentiality, non-disparagement and non-disclosure
obligations.  Mr. Radcliffe has agreed to make himself available
to consult with the Company after June 30, 2009, on a per diem
basis.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

                       Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued July 26, 2004, $65 million of 5.5% senior
convertible notes presently convertible into approximately 5.2
million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.

As of December 31, 2009, the Company had $49.0 million in total
assets and $81.4 million in total liabilities, resulting in
$32.3 million in stockholders' deficit.  The Company posted
$10.6 million in net loss for the year on $67.2 million in net
revenues.


EMPIRE RESORTS: Discloses Equity Stake of Whitebox Funds
--------------------------------------------------------
Empire Resorts, Inc., filed a prospectus supplement on Form 424B3
with the Securities and Exchange Commission to correct the equity
stake being held by Whitebox Convertible Arbitrage Partners, LP,
Cineasias Partners, L.P., Whitebox Combined Partners, LP, F Cubed
Partners, L.P., IAM Mini-Fund 14 Limited, Whitebox Diversified
Convertible Arbitrage Partners, LP, Whitebox Hedged High Yield
Partners, LP, Pandora Select Partners, LP and DRE Partners, L.P.,
in the Company:

                                      Original
                                     Principal
                                     Amount of       Percentage
                                         Notes         of Notes
                                  Beneficially      Outstanding
                                    Owned That           Before
                                   May be Sold         Offering
                                  ------------      -----------
  Whitebox Convertible
  Arbitrage Partners, LP            $1,642,000           2.53%

  Cineasias Partners, L.P.          $2,062,000           3.17%

  Whitebox Combined Partners, LP      $393,000            > 1%

  F Cubed Partners, L.P.              $314,000            > 1%

  IAM Mini-Fund 14 Limited            $688,000           1.06%

  Whitebox Diversified Convertible
  Arbitrage Partners, LP              $473,000            > 1%

  Whitebox Hedged High
  Yield Partners, LP                  $391,000            > 1%

  Pandora Select Partners, LP       $1,500,000           2.31%

  DRE Partners, L.P.                  $714,000           1.10%

                                     Number of   Number of
                                     Shares of   Shares of
Number of
                                        Common      Common
Shares of
                                    Stock Held       Stock  Common
Stock
                                        Before     Offered
Stock Held
                                      Offering    for Sale   After
Offer
                                    ----------   ---------  ------
------
  Whitebox Convertible                  20,623      20,623
--
  Arbitrage Partners, LP

  Cineasias Partners, L.P.              25,898      25,898
--

  Whitebox Combined Partners, LP         4,936       4,936
--

  F Cubed Partners, L.P.                 3,944       3,944
--

  IAM Mini-Fund 14 Limited               8,641       8,641
--

  Whitebox Diversified Convertible       5,941       5,941
--
  Arbitrage Partners, LP

  Whitebox Hedged High                   4,911       4,911
--
  Yield Partners, LP

  Pandora Select Partners, LP           18,839      18,839
--

  DRE Partners, L.P.                     8,968       8,968
--

Empire, however, noted that information about the Whitebox Funds
may change over time and that the Whitebox Funds may have sold or
transferred, in transactions exempt from the registration
requirements of the Securities Act of 1933, some or all of their
notes or underlying common stock.

A full-text copy of Empire's filing is available at no charge at
http://ResearchArchives.com/t/s?3c11

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. --
http://www.empireresorts.com/-- operates the Monticello Gaming &
Raceway and is involved in the development of another gaming
resort project in the Catskills.

                       Going Concern Doubt

In its 2008 annual report filed in March 2009, the Company said
its ability to continue as a going concern is dependent upon its
ability to negotiate a renewal or extension of the maturity dates
or to arrange financing to repay its credit facility with the Bank
of Scotland when it matures on May 29, 2009, and the holders of
the Senior Convertible Notes if they demand repayment of the notes
on July 31, 2009.  The Company said there is no assurance that it
will be successful in obtaining a result that will avoid a default
on its obligations under its credit facility or the terms of the
Senior Convertible Notes.

Friedman LLP in New York, the Company's independent registered
public accounting firm, included an explanatory paragraph in its
report dated March 13, 2009, regarding its concerns about the
Company's ability to continue as a going concern.

The Company entered into a credit facility with Bank of Scotland
on January 11, 2005.  The credit facility provides for a
$10 million senior secured revolving loan.  In addition, the
Company issued July 26, 2004, $65 million of 5.5% senior
convertible notes presently convertible into approximately
5.2 million shares of common stock, subject to adjustment upon the
occurrence or non-occurrence of certain events.  The notes were
issued with a maturity date of July 31, 2014, and the holders have
the right to demand that we repurchase the notes at par plus
accrued interest on July 31, 2009.  Interest is payable semi-
annually on January 31 and July 31.

As of December 31, 2009, the Company had $49.0 million in total
assets and $81.4 million in total liabilities, resulting in
$32.3 million in stockholders' deficit.  The Company posted
$10.6 million in net loss for the year on $67.2 million in net
revenues.


ENRON CORP: Settles Commercial Paper Litigation Against Fremont
---------------------------------------------------------------
Fremont General Corporation entered into a stipulation and
agreement with Enron Creditors Recovery Corporation on April 24,
2009, to settle the outstanding litigation and resolve an
approximately $25.5 million proof of claim filed by Enron on or
about October 14, 2008, in the Company's bankruptcy proceedings in
the United States Bankruptcy Court for the Central District of
California, Santa Ana Division.

Fremont said the Stipulation has been entered into as part of the
Company's initiative to resolve contingent and unliquidated
claims, including various litigation matters.  The Stipulation is
subject to approval by the bankruptcy courts overseeing the cases
of Enron and Fremont.

Prior to Enron's bankruptcy filing on December 2, 2001, Enron
issued unsecured commercial paper to various entities, including
Fremont.  The commercial paper had maturities of up to 270 days.
In a series of transfers, Enron allegedly paid over $1 billion
dollars to various entities, including $25,426,521.66 to the
Company, in respect of such commercial paper prior to such
commercial paper's stated maturity.  In November 2003,
representatives of Enron's bankruptcy estate commenced adversary
proceedings in the Enron Court against the Company and various
defendants, asserting claims that the payments made in respect of
the commercial paper are avoidable and recoverable under various
sections of the Bankruptcy Code.

In consideration of the aggregate and integrated final settlement
of all claims and disputes between them, Fremont and Enron agreed
to these terms:

   -- Allowed General Unsecured Claim

On the Effective Date, Enron will be allowed for purposes of
voting on any proposed plan of liquidation or reorganization, as
the case may be, in Fremont's bankruptcy case and receiving any
distributions made pursuant to such Chapter 11 Plan or otherwise
in Fremont's bankruptcy case, a general unsecured non-priority
claim against Fremont in the amount of $4.0 million.  However,
upon Enron's actual receipt of distributions from Fremont's
bankruptcy estate totaling $2.0 million, the Allowed Claim will be
deemed to be satisfied in full, and Enron will have no further
right to any distributions or payment from Fremont's bankruptcy
estate.  The Allowed Claim will be the sole and exclusive right to
payment that Enron will have against Fremont's bankruptcy estate
or otherwise.

   -- Dismissal of the Adversary Proceeding

As soon as is practicable after the Effective Date, Enron will
cause the Adversary Proceeding to be dismissed with prejudice as
to Fremont, with Fremont and Enron to bear their own attorneys'
fees and costs.

   -- Exchange of Releases

Enron and Fremont execute mutual releases.

                     About Fremont General

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

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

                            About Enron

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


EUROFRESH INC: Court Moves Schedules Filing Deadline to May 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended
until May 21, 2009, Eurofresh, Inc., and Eurofresh Produce Ltd.'s
time to file their statement of financial affairs and schedules of
assets and liabilities.

The extension will provide substantial time for the Debtor and the
Debtors' employees to gather information from books, records, and
documents relating to thousands of transactions and prepare the
statements and schedules.

The Debtors relate that the extension is in the best interests of
their estates, their creditors and all other parties-in-interest.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
company and Eurofresh Produce Ltd., its affiliate filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.  The
Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


EUROFRESH INC: Mooney Wright to Handle Property Tax Litigation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized,
on an interim basis, Eurofresh, Inc., and Eurofresh Produce Ltd.
to employ Mooney, Wright & Moore, PLLC, as special counsel.

A final hearing on the motion is scheduled for May 27, 2009, at
10:00 a.m. (prevailing Pacific Time) before this Court.
Objections are due on May 20, 2009.

MWM is expected to handle the prosecution of the Debtors' various
tax-related matters, including pending litigation before the
Arizona Tax Court regarding real and personal property valuations
at the Debtors' facility near Willcox for tax years 2007, 2008,
and 2009.  The case is set to move forward on cross-motions for
summary judgment in May 2009, with trial to be scheduled shortly
thereafter.  MWM has already begun to mobilize its efforts with
the Debtors' expert witnesses to prepare for the prosecution of
the trial.

The Debtors relate that the services by MWM will not be
duplicative of those provided by other professionals retained by
the Debtors.

MWM will charge for its services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the date
the services are rendered.

The court documents did not disclose the hourly rates of MWM
professionals.

To the best of the Debtors' knowledge, MWM is a disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Mooney, Wright & Moore, PLLC
     Mesa Financial Plaza, Suite 16000
     1201 South Alma School Road
     Mesa, AZ 85210-0001

                       About Eurofresh, Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
company and Eurofresh Produce Ltd., its affiliate filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.  The
Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


EUROFRESH INC: Wants to Hire Squire Sanders as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized,
on an interim basis, Eurofresh, Inc., and Eurofresh Produce Ltd.
to employ Squire, Sanders & Dempsey L.L.P. as counsel.

A final hearing on the motion is scheduled for May 27, 2009, at
10:00 a.m. (prevailing Pacific Time) before this Court.
Objections are due on May 20, 2009.

Squire Sanders is expected to:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and property;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of the Chapter 11 cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   c. assist the Debtors with the preparation of their schedules
      of assets and liabilities and statements of financial
      affairs;

   d. advise the Debtors in connection with any contemplated sales
      of assets or business combinations, including the
      negotiation of asset, stock, purchase, merger or joint
      venture agreements, formulate and implement appropriate
      procedures with respect to the closing of any the
      transactions, and counseling the Debtors in connection with
      the transactions;

   e. advise the Debtors in connection with any postpetition
      financing and cash collateral arrangements and negotiating
      and drafting documents relating thereto, providing advice
      and counsel with respect to prepetition financing
      arrangements, and negotiating and drafting documents
      relating thereto;

   f. advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   g. advise the Debtors with respect to legal issues arising in
      or relating to the Debtors' ordinary course of business
      including attendance at senior management meetings, meetings
      with the Debtors' financial and turnaround advisors and
      meetings of the board of directors;

   h. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      them, negotiations concerning all litigation in which the
      Debtors are involved and objecting to claims filed against
      the Debtors' estates;

   i. prepare, on the Debtors' behalf, all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estates;

   j. negotiate and prepare, on the Debtors' behalf, a plan of
      reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action on
      behalf of the Debtors to obtain confirmation of the plan;

   k. attend meetings with third parties and participate in
      negotiations with respect to the related matters;

   l. appear before this Court, any appellate courts and the
      United States Trustee and protecting the interests of the
      Debtors' estates before the courts and the United States
      Trustee; and

   m. perform all other necessary legal services and providing all
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 Cases.

The hourly rates of Squire Sanders' personnel are:

     Senior Partners                     $955
     New Associates                      $155
     Senior Paralegals                   $325
     New Project Assistants              $100
     Non-Attorney                     $100 - $325

Squire Sanders received a $250,000 retainer for professional
services to be rendered and charges and disbursements to be
incurred by Squire Sanders in connection with the services.
Within one year prior to the petition date, Squire Sanders
received $1,163,625 from the Debtors, which amount constitutes:
(i) payment of $916,625 for prepetition services rendered to the
Debtors; and, (ii) the Retainer of $250,000.

The retainer remained unapplied as of the petition date.  Squire
Sanders will retain all remaining amounts of the Retainer in trust
during the pendency of the Chapter 11 cases to be applied to any
professional fees, charges and disbursements that remain unpaid at
the end of these cases.

To the best of the Debtors' knowledge, Squire Sanders is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Squire, Sanders & Dempsey L.L.P.
     40 North Central, Suite 2700
     Phoenix, AZ 85004
     Tel: (602) 528-4085
     Fax: (602) 253-8129

                       About Eurofresh, Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
company and Eurofresh Produce Ltd., its affiliate filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.  The
Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


EUROFRESH INC: Wants to Set July 6 as Proofs of Claims Bar Date
---------------------------------------------------------------
Eurofresh, Inc., and Eurofresh Produce Ltd. ask the U.S.
Bankruptcy Court for the District of Arizona to:

   a) set July 6, 2009, as the date by which all parties must file
      proofs of claim in the Chapter 11 cases and set October 19,
      2009, as government bar date;

   b) approve the form to be used for proofs of claim to be filed
      in the Chapter 11 cases; and

   c) approve procedures for providing notice of the bar date to
      creditors and other parties in interest.

The Debtors relate that it is imperative that the Debtors and
their representatives gain a clear and accurate understanding of
the potential claims against the Debtors quickly as possible.

For more information on filing proofs of claim, please contact the
Debtors' claims agent at:

     Kurtzman Carson Consultants LLC
     Eurofresh Claims Processing Center
     2335 Alaska Ave.
     El Segundo, CA 90245
     Tel: (310) 823-9000
     Fax: (310) 823-9133

                       About Eurofresh, Inc.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
company and Eurofresh Produce Ltd., its affiliate filed for
Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.  The
Debtors listed $50 million to $100 million in assets and
$100 million to $500 million in debts.


FILENE'S BASEMENT: May File for Bankruptcy Protection This Week
---------------------------------------------------------------
Filene's Basement Corp. may file for bankruptcy protection this
week, Lauren Coleman-Lochner and Jonathan Keehner at Bloomberg
News reports, citing people familiar with the matter.

As reported by the Troubled Company Reporter on April 23, 2009,
Filene's Basement hired Abacus Advisors chairperson Alan Cohen as
chief restructuring officer.  Filene's Basement and the DSW shoe
chain owner, Retail Ventures Inc., said last week that it planned
to sell Filene's assets.  Retail Ventures said in January that it
would close 11 of its 36 stores and negotiate terms on the
remaining leases.  Filene's Basement failed to negotiate rent
reductions with landlords.  Retail Ventures said that Filene's
Basement's performance has continued to deteriorate significantly.

Retail Ventures said on April 21 that it transferred the unit to
Buxbaum Group, which appraises and liquidates assets, for no
proceeds.  FB II Acquisition, the Buxbaum affiliate formed to
acquire Filene's Basement, said in a statement that it was
reviewing all available options for the chain.  Citing a source,
Bloomberg relates that there are several parties interested in
buying Flene's Basement's assets out of bankruptcy.

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

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

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


FLEETWOOD ENTERPRISES: Jan. 25 Balance Sheet Upside-Down By $46MM
-----------------------------------------------------------------
Fleetwood Enterprises Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
January 25, 2009.

Fleetwood posted a $108.8 million net loss for the 13 weeks -- and
a $194.6 million net loss for the 39 weeks -- ended January 25,
2009.  Fleetwood had $388.1 million in total assets and
$435.1 million in total liabilities, resulting in $46.9 million in
shareholders' deficit, as of January 25, 2009.

On April 1, 2009, certain of the Debtors, including Fleetwood as a
guarantor, entered into a Fourth Amended and Restated Senior
Secured Super-Priority Debtor-in-Possession Credit Agreement,
among the DIP Debtors, Bank of America, N.A., as administrative
agent for the lenders party thereto and the lenders from time to
time party thereto.  The DIP Credit Agreement amends and restates
the DIP Debtors' existing prepetition secured credit agreement,
and received interim approval by the Bankruptcy Court on April 1,
2009, but remains subject to final approval by the Bankruptcy
Court.

Certain modifications to the Prepetition Credit Agreement that are
reflected in the DIP Credit Agreement include, but are not limited
to, (i) the maximum revolver amount has been reduced from up to
$135,000,00 to $80,000,000, (ii) the financial covenants were
modified to provide for testing of cash receipts and aggregate and
line item cash expenditures, (iii) security over additional real
estate assets has been added, (iv) a super-priority administrative
claim with respect to the obligations under the DIP Credit
Agreement and related loan documents has been granted, (v) the
determination of the eligible real estate portion of the borrowing
base has been modified, (vi) consent of the required lenders
(lenders representing more than 80% of the total commitment or, if
Agent's share is 35.5% or less, more than 66-2/3% of the total
commitment) is now needed for most modifications and waivers
rather than consent of the majority lenders, (vii) there is no
longer the option for LIBOR loans and the interest rates have been
modified and (viii) certain representations, warranties, reporting
and notice requirements and events of default have been added to
address the Chapter 11 Cases and to reflect the fact that
Fleetwood and certain of its direct and indirect subsidiaries are
Debtors.

Members of the DIP lending syndicate are:

   * BANK OF AMERICA, N.A., as a Lender;
   * WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as
     WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN)), N.A., as a
     Lender;
   * TEXTRON FINANCIAL CORPORATION, as a Lender;
   * PNC BANK, NATIONAL ASSOCIATION, as a Lender;
   * WELLS FARGO FOOTHILL, INC., f/k/a FOOTHILL CAPITAL
     CORPORATION, as a Lender;

A full-text copy of the Fourth Amended DIP Credit Agreement is
available at no charge at http://ResearchArchives.com/t/s?3c18

Fleetwood said that, with Bankruptcy Court approval, it is likely
that the Company will seek to consummate strategic sales of
assets, including its manufactured housing and motor home
divisions.  There can be no assurance that any sales will be
consummated on terms favorable to Fleetwood, or at all, and any
such sales would be subject to Bankruptcy Court approval.

Fleetwood's Quarterly Report was filed past the deadline.
Fleetwood cited its bankruptcy filing as reason for the delay.

A full-text copy of Fleetwood's Quarterly Report is available at
no charge at http://ResearchArchives.com/t/s?3c17

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com-- produces recreational vehicles and
manufactured homes.  The Debtors have about 9,000 associates
working in facilities strategically located throughout the nation.
The company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., atGibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FLOWERS FOR ENTERTAINING: Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Jacqueline Palank at The Wall Street Journal reports that florist
Saundra Parks has filed a Chapter 11 bankruptcy petition for her
company, Flowers For Entertaining, Ltd., or The Daily Blossom.

Court documents say that the New York State Department of Taxation
and Finance seized Daily Blossom's premises at West 27th Street in
Manhattan after attempts at settlement of tax arrears failed.  Ms.
Parks, with the department's pending notice of sale or auction of
the premises, filed the Chapter 11 petition for her Company to
"continue in possession and operation of the business," WSJ
states.

According to court documents, The Daily Blossom listed up to
$50,000 in assets and $100,000 to $500,000 in liabilities.

Founded in 1989, Flowers For Entertaining, Ltd., or Daily Blossom
is based in New York and sells flowers to huge corporations, hip-
hoppers and other celebrities.  The Company's diverse roster of
clients includes Jon Bon Jovi, Maya Angelou, Samuel L. Jackson,
and Mariah Carey.


FINANCIAL GUARANTY: S&P Withdraws Junk Ratings on 3 Note Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on three
Financial Guaranty Insurance Co. bond-insured medium-term note
issues.

The rating actions reflect the April 22, 2009, lowering of S&P's
counterparty credit, financial strength, and financial enhancement
ratings on FGIC to 'CC' from 'CCC', and the subsequent withdrawal
of those ratings on FGIC and S&P's 'CC' counterparty credit rating
on FGIC Corp., the holding company.  S&P's outlook on FGIC is
negative.

                        Ratings Withdrawn

                     Accent Texas Fund I L.P.
US$22.792 mil CAPCO secd prom med-term nts ser 2005 due 03/01/2011

                              Rating
                              ------
                         To           From
                         --           ----
                         NR           CCC

                    Accent Texas Fund II L.P.
  US$14.608 mil CAPCO nts med-term nts ser 2008 due 03/01/2015

                              Rating
                              ------
                         To           From
                         --           ----
                         NR           CCC

                Aegis New York Venture Fund L.P.
US$6.126 mil CAPCO insured sr struct gtd nts med-term nts ser 2005
                          due 12/31/2016

                                      Rating
                                      ------
              CUSIP               To           From
              -----               --           ----
              00786*AA8           NR           CCC

                         NR - Not rated.


FORD MOTOR: Bank Debt Slides in Secondary Market Trading
--------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Company
is a borrower traded in the secondary market at 55.75 cents-on-
the-dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.58 percentage points from
the previous week, the Journal relates.   The loan matures on
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which General
Motors Corporation is a borrower traded in the secondary market at
55.28 cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.55
percentage points from the previous week, the Journal relates.
The loan matures on November 27, 2013.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

The bank debt of Dana Corp. and TRW Automotive had better showing
in the secondary market.

Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 29.75 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.75 percentage points
from the previous week, the Journal relates.   The loan matures on
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar during the week ended March 6, 2009, a drop at
that time of 1.71 percentage points from the previous week.

Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 63.00 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.75 percentage points
from the previous week, the Journal relates.   The loan matures on
February 9, 2014.  The Company pays 150 basis points to borrow
under the facility.  The bank debt carries Moody's B1 rating and
S&P's BB rating.

Trading in TRW Automotive slumped to as low as 57.20 cents-on-the-
dollar during the week ended February 27, 2009, a drop at that
time of 7.13 percentage points from the previous week.

                         About Ford Motor

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

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

                          *     *     *

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

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


FREMONT GENERAL: Settles Enron Commercial Paper Litigation
----------------------------------------------------------
Fremont General Corporation entered into a stipulation and
agreement with Enron Creditors Recovery Corporation on April 24,
2009, to settle the outstanding litigation and resolve an
approximately $25.5 million proof of claim filed by Enron on or
about October 14, 2008, in the Company's bankruptcy proceedings in
the United States Bankruptcy Court for the Central District of
California, Santa Ana Division.

Fremont said the Stipulation has been entered into as part of the
Company's initiative to resolve contingent and unliquidated
claims, including various litigation matters.  The Stipulation is
subject to approval by the bankruptcy courts overseeing the cases
of Enron and Fremont.

Prior to Enron's bankruptcy filing on December 2, 2001, Enron
issued unsecured commercial paper to various entities, including
Fremont.  The commercial paper had maturities of up to 270 days.
In a series of transfers, Enron allegedly paid over $1 billion
dollars to various entities, including $25,426,521.66 to the
Company, in respect of such commercial paper prior to such
commercial paper's stated maturity.  In November 2003,
representatives of Enron's bankruptcy estate commenced adversary
proceedings in the Enron Court against the Company and various
defendants, asserting claims that the payments made in respect of
the commercial paper are avoidable and recoverable under various
sections of the Bankruptcy Code.

In consideration of the aggregate and integrated final settlement
of all claims and disputes between them, Fremont and Enron agreed
to these terms:

   -- Allowed General Unsecured Claim

On the Effective Date, Enron will be allowed for purposes of
voting on any proposed plan of liquidation or reorganization, as
the case may be, in Fremont's bankruptcy case and receiving any
distributions made pursuant to such Chapter 11 Plan or otherwise
in Fremont's bankruptcy case, a general unsecured non-priority
claim against Fremont in the amount of $4.0 million.  However,
upon Enron's actual receipt of distributions from Fremont's
bankruptcy estate totaling $2.0 million, the Allowed Claim will be
deemed to be satisfied in full, and Enron will have no further
right to any distributions or payment from Fremont's bankruptcy
estate.  The Allowed Claim will be the sole and exclusive right to
payment that Enron will have against Fremont's bankruptcy estate
or otherwise.

   -- Dismissal of the Adversary Proceeding

As soon as is practicable after the Effective Date, Enron will
cause the Adversary Proceeding to be dismissed with prejudice as
to Fremont, with Fremont and Enron to bear their own attorneys'
fees and costs.

   -- Exchange of Releases

Enron and Fremont execute mutual releases.

                     About Fremont General

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

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

                            About Enron

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


GENERAL MOTORS: Controlling Stake for Govt. May Bring Conflicts
---------------------------------------------------------------
Neil King and Jeffrey McCracken at The Wall Street Journal report
that the U.S. government could face conflicts and potential
unintended consequences if it ends up with a controlling stake in
General Motors Corp.

WSJ relates that the government, under GM's latest restructuring
plan, would get at least a 50% stake in the Company.  A major
holding, says WSJ, would make the government GM's de facto boss
and bank lender.  According to the report, the government, in
close consultation with GM, is prepared to become more deeply
immersed in the operations and rehabilitation GM.

WSJ notes that with a direct stake, the government would be
setting emissions and mileage standards for cars in Washington
while having to implement them in Detroit.  The government would
also become a direct partner of the United Auto Workers, which
would get a 39% stake in GM, the report states.

WSJ quoted Gordian Group LLC president and restructuring chief
Peter Kaufman as saying, "The big question is whether the
government, as a shareholder, will be focused on GM making money,
or it making clean and green cars, or whatever other political
agenda they have for the auto space."

According to WSJ, administration officials denied suggestions that
they were preparing to nationalize GM, saying that the plan put
forward Monday was preliminary.  Citing another official, WSJ says
that the government has long planned to exchange the government's
debt holdings in GM for a large equity stake, but has no plans of
running the Company.

The government, WSJ states, would be in a position to set policy
for GM, which is among the largest sellers of full-size trucks and
sport-utility vehicles in the world, vehicles that are notorious
for fuel inefficiency.  Those vehicles have always been among GM's
most profitable, presenting the government with a "painful trade-
off," WSJ relates.

Citing people familiar with the matter, WSJ reports that the
Treasury will hold its GM ownership stake in some form of trust.
WSJ states that the auto task force is drafting documents that lay
out how that trust and its government-appointed trustees will
manage the government's majority stake.

     Ad Hoc Committee of Bondholders Worried on GM's Offer

The advisors to the ad hoc committee of GM bondholders said that
they are deeply concerned with the decision by GM and the auto
task force to offer only a small, inequitable percentage of stock
to its bondholders in exchange for their bonds.  The committee
describes the offer as a "blatant disregard of fairness for the
bondholders who have funded this company and amounts to using
taxpayer money to show political favoritism of one creditor over
another."

The committee said that GM and the auto task force would rather
discount the thousands of individual investors and retirees who
own GM bonds than undergo earnest negotiations.

The current offer, according to the committee, is neither
reasonable nor adequate.  Both the union and the bondholders hold
unsecured claims against GM.  However, the union's VEBA would
receive a 50% recovery in cash and a 39% stake in a new GM for its
$20 billion in obligations; while bondholders, who own more than
$27 billion in GM bonds and have the same legal rights as the
unions, would only receive a mere 10% of the restructured company
and essentially no cash.

The offer was made unilaterally, without any prior discussion or
negotiation with bondholders and in spite of repeated calls for
dialogue, the committee said.

The committee said that it is deeply concerned that GM waited
until late April to make its offer.  GM CEO Fritz Henderson
admitted that getting 90% of the Company's bondholders to agree to
a debt exchange within a month would be 'a tough task,' given the
company's large amount of retail inventors, who hold some
$6 billion in bonds.  According to the committee, this offer
demonstrates that GM and the auto task force, unfortunately, are
pinning their hopes on an extremely risky and legally questionable
turnaround in bankruptcy court, instead of engaging its lenders
and workers in the very type of negotiations that could avoid such
a fate.

              GM Exchange Offers Approved in Europe

The United Kingdom Listing Authority has approved a prospectus to
be published by General Motors Corporation in certain
jurisdictions in the EU for GM's exchange offers and consent
solicitations in which GM is offering to exchange 225 shares of
its common stock for each 1,000 U.S. dollar equivalent principal
amount (or accreted value as of the settlement date if applicable)
of its outstanding notes of each series set forth in the
prospectus and is offering to pay, in cash, accrued interest on
such notes from the most recent interest payment date to the
settlement date.  In respect of the exchange offers for the notes
issued by General Motors Nova Scotia Finance Company, GM is
jointly making the exchange offers with GM Nova Scotia.

The exchange offers are a vital component of GM's overall
restructuring plan to achieve and sustain long-term viability and
successful consummation of the exchange offers will allow GM to
restructure out of bankruptcy court.

The prospectus was passported under European regulations to
France, Germany, Belgium, the Netherlands, Luxembourg, Austria and
Spain.  Anyone who is a resident in other countries (including the
United States and the United Kingdom) may or may not be eligible
to participate in the exchange offers and consent solicitations
pursuant to the laws of the country where the person resides.
Contact D.F. King, the Solicitation and Information Agent, for
assistance in determining eligibility.  The prospectus has also
been passported to Italy, but the exchange offers in Italy are
subject to clearance by CONSOB pursuant to Article 102 onwards of
Legislative Decree No. 58 of February 24, 1998.  Therefore, the
exchange offer period in Italy will only commence following such
clearance.

The prospectus contains or incorporates by reference important
information which should be read carefully before any decision is
made to participate in the exchange offers and consent
solicitations.  Noteholders in Italy, France, Germany, Belgium,
the Netherlands, Luxembourg, Austria, Switzerland, Spain and the
United Kingdom (and certain other qualifying holders in other
jurisdictions) may access the prospectus for free at GM's Web site
at http://www.gm.com/corporate/investor_information. Any request
for copies of this prospectus or related materials should be
directed to:

         Solicitation and Information Agent
         D.F. King (Europe) Limited, One Ropemaker Street
         London EC2Y 9HT

Banks and brokers call +44 20 7920 9700, other call toll free: 00
800 5464 5464, or e-mail at gm@dfking.com.

The exchange offers and consent solicitations are being made to
holders of notes upon the terms and subject to the conditions set
forth in the prospectus dated April 27, 2009, including any
documents incorporated by reference into the prospectus, as
approved by the United Kingdom Listing Authority as competent
authority under EU Directive 2003/71/EC (the "European
Prospectus") and the Registration Statement on Form S-4 dated
April 27, 2009, which includes a combined prospectus and proxy
statement and information in accordance with the disclosure
requirements of the tender offer rules of the Securities and
Exchange Commission ("SEC"), and the related letter of transmittal
(or form of electronic instruction notice, in the case of notes
held through Euroclear or Clearstream), as each may be amended
from time to time (the "US Prospectus"). GM strongly encourages
you to carefully read the European Prospectus (including all
supplements that may be published thereto) and the Schedule TO
relating to the exchange offers that has been filed with the SEC
because they contain important information regarding the proposed
transaction.

GM and its directors and executive officers and other members of
management and employees may be deemed participants in the
solicitation of proxies with respect to the consent solicitations.
Information regarding the interests of these directors and
executive officers in the consent solicitations will be included
in the documents.  Additional information, including information
regarding GM's directors and executive officers, is available in
GM's Annual Report on Form 10-K, which was filed with the SEC on
March 5, 2009, and can be obtained without charge at the U.S.
Securities and Exchange Commission, at http://www.sec.gov.

                     About General Motors

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

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

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

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

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

                       Going Concern Doubt

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

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

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


GENERAL MOTORS: Bank Debt Slides in Secondary Market Trading
------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corporation is a borrower traded in the secondary market at 55.28
cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.55
percentage points from the previous week, the Journal relates.
The loan matures on November 27, 2013.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

On the other hand, participations in a syndicated loan under which
Ford Motor Company is a borrower traded in the secondary market at
55.75 cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.58
percentage points from the previous week, the Journal relates.
The loan matures on December 15, 2013.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and S&P's CCC+ rating.

The bank debt of Dana Corp. and TRW Automotive had better showing
in the secondary market.

Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 29.75 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.75 percentage points
from the previous week, the Journal relates.   The loan matures on
January 31, 2015.  The Company pays 375 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B+ rating.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar during the week ended March 6, 2009, a drop at
that time of 1.71 percentage points from the previous week.

Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 63.00 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.75 percentage points
from the previous week, the Journal relates.   The loan matures on
February 9, 2014.  The Company pays 150 basis points to borrow
under the facility.  The bank debt carries Moody's B1 rating and
S&P's BB rating.

Trading in TRW Automotive slumped to as low as 57.20 cents-on-the-
dollar during the week ended February 27, 2009, a drop at that
time of 7.13 percentage points from the previous week.

                     About General Motors

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

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

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

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

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

                       Going Concern Doubt

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

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

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


GENERAL MOTORS: Exchange Offer Won't Alter Fitch's 'C' Rating
-------------------------------------------------------------
The current exchange offer launched by General Motors has no
impact on the Issuer Default Rating of General Motors, which is
currently rated 'C', according to Fitch Ratings.

Fitch downgraded the rating to 'C' (indicating that default is
imminent or inevitable) on Dec. 19, 2008 based on expectations of
a coercive debt exchange.  The terms of the current exchange offer
are viewed as coercive by Fitch under its methodology, as GM has
stated that in the event it does not receive sufficient tenders to
complete the exchange offer, it intends to file for bankruptcy.
The weak expected recovery value for unsecured bondholders, the
low value of GM equity and the high consent requirement indicate
that bondholders could still reject the offer and take their
chances in bankruptcy.  In either scenario, low recovery prospects
position unsecured bondholders with little bargaining power.

GM has stated that these steps will result in the
conversion/reduction $44 billion in liabilities, but success in
these efforts may not de-lever GM as the company will still be
left with significant liabilities in the form of existing secured
and unsecured debt, Voluntary Employee Beneficiary Association
financing requirements and the addition of any new government
loans.  Given the current global economic environment, the
material restructuring of GM's operations, and residual damage to
the company's brand and dealer profile, the company's ability to
generate positive free cash flow in the short-term and adequate
returns through the cycle will remain a challenge.  The ability to
realize this debt reduction will be contingent on the willingness
of various stakeholders to see value in the equity of a newly
restructured GM.

GM's challenge in restructuring its balance sheet liabilities
remains the inability to create sufficient equity valuation given
the company's reduced enterprise value, enormous size of these
existing liabilities, the need for additional financing from the
government, the company's weak operating performance and market
profile, and the industry outlook over the near term.  This
challenge limits the company's capacity to use equity in exchange
for secured debt, unsecured debt and VEBA obligations.  Expanding
GM's equity capacity will require success in both materially
reducing the face amount of the company's liabilities to a
sustainable level, and also achieving a viable operating profile
through its restructuring efforts.

Reducing the face value of the unsecured debt alone, as originally
planned, would not produce sufficient equity value to use in
addressing other liabilities such as the VEBA financing
requirement (as Ford was able to achieve).  As a result, the
ability of GM to utilize equity in funding its VEBA liabilities
will likely require a material reduction in the face amount of
these liabilities, in addition to the conversion of 50% of these
obligations to equity.  GM states that the bond offer is
'conditioned on the converting to equity of at least 50 percent of
GM's future financial obligations to the new VEBA,' indicating
that the amount, form and timing of payments - material factors in
the bondholders' decision - remain undecided. The government's
willingness to accept conversion of a portion of its secured loans
to equity recognizes the challenge and critical nature of the VEBA
discussions, and could facilitate these discussions to some
degree.

Upon further developments with regard to the exchange offer, the
GM-UAW negotiations, and the amount and structure of U.S.
government financing, Fitch will be reviewing its recovery
assumptions.  Fitch currently rates the unsecured debt at the low
end of the 'RR5' category ('RR5' = moderate recovery of 10%-30%),
but this could be revised downward based on the continued
reduction in value of GM's international operations, its remaining
holdings in GMAC, and higher unfunded pension obligations.  In
particular, resolution of the unsecured VEBA obligations will
influence expected recoveries due to the size of the obligation.
Existing secured and unsecured recovery ratings will also be
impacted by the amount and structure of expected new government
financing.

The fact that GM and the industry were unprepared for a filing at
that time also lent credence to the view that the government would
step in and support GM, thereby reducing the threat of bankruptcy
as a viable option - a necessary component of a coercive debt
exchange.  Although the government is virtually certain to finance
GM for at least the short-term, in or out of bankruptcy, the task
force has been successful in creating the belief that bankruptcy
is now a credible option.

The risks involved with a 'controlled bankruptcy' remain material.
Uncertainties include the impact on the viability of the supply
base (and consequently other OEMs), vehicle pricing in the new and
used vehicle markets, consumer purchasing and payment behavior,
the impact on the dealer base and floorplan financing, the
availability of non-captive auto financing, etc.  The bankruptcy
process itself, including the range of court decisions, the
potential introduction of new claims, the size and complexity of
the issuer, potential litigation by stakeholders, etc. indicate
that managing and controlling the bankruptcy process is highly
questionable.


GENERAL MOTORS: DBRS Places Ratings Under Review, Outlook Neg
-------------------------------------------------------------
Dominion Bond Rating Service placed the ratings of General Motors
Corporation Under Review with Negative Implications.  The rating
action follows the Company's announcement of various exchange
offers pertaining to $27 billion of the Company's outstanding
public debt.  GM also unveiled a revised viability plan
concurrently with the Exchange.  Pursuant to the Exchange, the
Company is offering to exchange 225 shares of GM common stock for
each $1,000 equivalent of principal amount plus the cash payment
of accrued interest on its notes from the most recent interest
payment date to the settlement date.  As noted in the DBRS press
release dated April 23, 2009, holders of the tendered debt would
receive less than face value, which is considered a default under
DBRS policy.  Accordingly, upon the conclusion of the Exchange,
the tendered debt would be assigned a rating of D.

DBRS observes that its offer of 225 shares of common stock (plus
the cash payment of accrued interest) applies to each series of
the Company's notes, regardless of maturity.  This includes GM's
1.50% Series D convertible senior debentures due June 1, 2009.  GM
has also outlined a number of conditions necessary in order for it
to execute the Exchange, including (but not limited to) the
following:

     (1) The tendering of at least 90% of the aggregate principal
         of outstanding notes.

     (2) The U.S. Treasury agreeing to an issuance of at least 50%
         of pro forma GM common stock in exchange for the
         cancellation of at least 50% of GM's U.S. Treasury debt
         as at June 1, 2009.

     (3) A reduction of at least 50% of GM's future Voluntary
         Employee Beneficiary Association (VEBA) related payments
         in exchange for GM common stock.

     (4) Commitment of the U.S. Treasury to provide an additional
         $11.6 billion in funding to GM after May 1, 2009.

If the conditions are not met and the Exchange is not concluded,
the Company has indicated that it expects to seek relief under the
U.S. Bankruptcy Code.  In the event that the Exchange is
successfully executed, GM's debt and VEBA obligations would be
materially reduced, providing the Company with significantly
greater financial flexibility to weather the severe global
automotive downturn.  However, DBRS notes that the Company must
further streamline its operations to reduce its rate of cash burn
going forward.  To this end, GM also announced its Revised Plan,
which is essentially an acceleration of the measures detailed in
the Company's business plan submitted February 17, 2009. The
principal components of the Revised Plan are:

     (1) Four core brands are to remain, Chevrolet, Cadillac,
         Buick and GMC.  Pontiac is now slated to be phased out by
         the end of 2010, with the resolution regarding the Saab,
         Saturn and Hummer brands being moved forward to end of
         2009.

     (2) The Company is to reduce its number of assembly,
         powertrain and stamping plants from 47 (as of 2008) to 34
         by the end of 2010 and 31 by the end of 2012.

     (3) GM's U.S. hourly employment is to be lowered from
         approximately 61,000 (as of 2008) to 40,000 in 2010 and
         38,000 in 2011.

     (4) The Company expects to reduce its number of dealers from
         6,246 (as of 2008) to 3,605 by the end of 2010.

GM further indicated that, upon successful execution of the
Revised Plan, the Company estimates that its North American
operations should be able to achieve breakeven profit levels (on
an adjusted EBIT basis) at U.S. industry annual volumes of
10 million units.

Upon conclusion of the Exchange, DBRS would assign a rating of D
to the tendered debt.  However, DBRS notes that this would not
apply to GM's Issuer Rating, which would be assigned a revised
rating based on, among other factors, an assessment of the
Company's new capital structure upon the conclusion of the
Exchange.

Before GM unveiled its Revised Plan, DBRS commented on the
automaker's debt restructuring efforts.  DBRS noted that GM's
nearest debt obligation is a convertible debt payment due June 1,
2009, in the amount of $1 billion.  DBRS also said that under its
current long-term rating definitions, a rating of D may be
assigned not only upon payment default, but also in the instance
where an issuer has made it clear that it will miss such a payment
in the near future.

"Presently, GM has a deadline of June 1, 2009 (imposed by the
Obama administration) to revamp its restructuring plan in order to
qualify for further long-term funding from the U.S. government.
The restructuring must include, among other items, a targeted
reduction of debt in excess of 70% from current levels.  In the
event that GM's revised restructuring plan is not approved by the
U.S. government, the Company would in all likelihood deplete its
liquidity position below minimally sufficient levels and have to
formally enter into bankruptcy proceedings," DBRS had said.

As such, DBRS noted that "GM is expected to announce in the near
future a series of exchange offers pertaining to the restructuring
of its automotive debt.  DBRS would also consider the debt
exchange as coercive given the likelihood that GM would file for
bankruptcy or face a payment default in the absence of such an
exchange.  DBRS further observes that in all likelihood, GM's
forthcoming exchange offer will be disadvantageous to current
bondholders in that those who choose to accept the offer would
receive less than the original principal amount, which would be
considered a default under DBRS policy.  However, as none of the
aforementioned events has taken place to date, GM's long-term
ratings remain at CC, with a Negative trend."


GENERAL MOTORS: Near-Term Actions Won't Affect S&P's 'CC' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. and Chrysler LLC (both rated 'CC/Negative/
--') are not immediately affected by the near-term actions each
company is taking to prevent bankruptcy.  GM announced that it has
made an exchange offer for up to $27 billion of outstanding public
debt.  And published reports state that Chrysler has reached
agreements with its principal labor unions in the U.S. and Canada
to reduce labor costs as part of a more aggressive viability plan,
which, if acceptable to the U.S. Treasury Department, S&P expect
to include substantial debt reduction and a wide-ranging
relationship with Fiat SpA.

In S&P's opinion, GM's announcement of a tender offer formally
begins a process that will determine whether it files for
bankruptcy in the near term.  Details announced included:

  -- A tender offer for $27 billion of unsecured debt in exchange
     for equity equivalent to 10% ownership of GM;

  -- Plans to amend GM's primary postretirement health care
     obligation by funding a greater amount with equity and making
     cash payments over a longer period;

  -- Plans to have 50% of the projected government loans (which GM
     estimates will be $20 billion at June 1, 2009) converted to
     GM common equity and new government loans after June 1, 2009,
     of at least $11.6 billion; and

  -- The acceleration of other cost-saving actions such as plant
     closures, job cuts, dealership reductions, and brand
     eliminations, much of which will occur by the end of 2010
     rather than be spread out over multiple years.

S&P's 'CC' corporate credit rating on GM continues to reflect
S&P's opinion that there is a high likelihood that the company
will undergo a distressed debt exchange (which S&P would consider
tantamount to a default under S&P's criteria) or file for
bankruptcy protection toward the end of May or shortly thereafter.

In S&P's opinion, a bond exchange on the terms proposed might be
difficult to accomplish, given GM's desire for a high threshold
for participation by noteholders.  GM estimated it would need to
receive 90% of the total principal of the notes in the tender
offers to satisfy the U.S. Treasury Department's conditions and
avert a bankruptcy.  However, S&P believe it is possible that the
Treasury Dept. might accept a smaller amount if all of its other
conditions are met.

According to S&P's calculations, a 90% reduction of GM's unsecured
debt would result in cash interest savings of about $1.65 billion
per year -- a seemingly substantial sum but a small fraction of
the company's automotive operating cash outflows, which S&P
expects to remain high for 2009 and 2010 because of low sales and
production.  As the company reported, it used $21.3 billion in
cash in 2008 and $5.3 billion in the fourth quarter of 2008.

S&P also believes there is significant risk to GM arising from the
need to resolve the near-term fate of bankrupt key supplier Delphi
Corp., which faces an early May 2009 deadline to reach agreements
with the government and GM or face a possible acceleration of its
debtor-in-possession loans.

More broadly, S&P believes there are significant risks to the
health of the rest of the U.S. supply base amid the very weak
production levels and GM's announcement that it will idle 13 of
its North American assembly plants for up to nine weeks.  The
plant shutdowns will be staggered, with the earliest beginning in
May.

Meanwhile, reports that Chrysler has reached an agreement with its
principal labor unions in the U.S. and Canada could be an
important development, but depending on specific terms that have
not been disclosed, S&P still expects one of two outcomes in the
next few weeks: In S&P's opinion, Chrysler will file for
bankruptcy around the end of April or soon thereafter, or it will
reach an agreement with Fiat and otherwise satisfy the U.S.
Treasury that it has an acceptable viability plan.  S&P believes
it is also possible that a Fiat-Chrysler agreement could
incorporate a Chrysler bankruptcy filing.

Separately, S&P believes that if Chrysler files for Chapter 11
bankruptcy protection after failing to reach agreements with the
various parties, many of its assets and operations will be sold in
discrete transactions -- perhaps to Fiat and others -- and other
segments might be closed.  S&P does not believe Chrysler would be
likely to emerge from bankruptcy as one reorganized entity.  A
bankruptcy filing, should it occur in the next several weeks,
would place additional stress on the supply base, in S&P's
opinion.

S&P does not view possible further government support as open-
ended for either company, in light of the still weak outlook for
light-vehicles sales globally, and S&P believes both companies'
credit quality will remain weak, even if they avoid filing for
bankruptcy for now.


GLOBAL CROSSING: Adopts 2009 Discretionary Incentive Bonus Program
------------------------------------------------------------------
The Board of Directors of Global Crossing Limited and the
Compensation Committee of the Board took action on a number of
compensation-related matters which impacted certain executive
officers.

On April 15, 2009, the Compensation Committee and the Board
adopted the Global Crossing 2009 Discretionary Incentive Bonus
Program, the Company's annual bonus program for 2009.
Substantially all of the Company's non-sales employees may become
eligible to participate in the 2009 Bonus Program.

The program is intended to retain the employees and to motivate
them to help the Company achieve its financial and business goals.

Each participant is provided a target award under the 2009 Bonus
Program expressed as a percentage of his or her base salary.  The
applicable percentages for the Named Executive Officers are:

                              Target Bonus Opportunity
                              ------------------------
         John J. Legere               100%
         David R. Carey                65%
         Daniel J. Enright             65%
         John A. Kriztmacher           65%
         John B. McShane               65%

Actual awards under the 2009 Bonus Program will be paid only if
the Company achieves specified performance goals for 2009 relating
to earnings (50% weighting) and cash flow (50% weighting).  If the
Company achieves the target levels of both performance goals, then
each participant will have the potential to receive up to 100% of
the participant's target bonus opportunity.

The Compensation Committee may in its sole discretion adjust the
payout amounts to any or all participants based upon such factors,
objective or subjective, it deems prudent, necessary or
appropriate.  For example, without exclusion or limitation, the
Compensation Committee may reduce or eliminate any payout amount
based on any events or changes in events, accounting practices or
applicable law, general macro-economic or market factors,
extraordinary gains or losses, discontinued operations,
restructuring costs, sales or dispositions of assets and
acquisitions, individual work performance criteria, the Company's
OIBDA, free cash flow, cash flows, net income, pre-tax income, net
revenue, EBITDA, operating income, diluted earnings per share,
earnings per share, gross margin, return on sales, return on
equity, return on investment, cost reductions or savings,
operational funding requirements, appreciation in Company stock
value, the Company's liquidity position, stock value and business
prospects, and any other performance results and productivity
measures applicable to individual participants.

Bonus payouts under the 2009 Bonus Program will be made in cash;
provided that the Compensation Committee retains discretion to
change the allocation between cash and shares issued under the
2003 Global Crossing Limited Stock Incentive Plan; and provided,
further, that not less than half of the chief executive officer's
bonus will be paid in cash in accordance with his employment
agreement.

On April 15, 2009, the Compensation Committee and the Board also
approved the 2009 long-term incentive program comprising the grant
of restricted stock units and performance shares to key employees
of the Company, including the Named Executive Officers, under the
2003 Global Crossing Limited Stock Incentive Plan.

Each RSU entitles the participant to receive an unrestricted share
of the Company's common stock on March 12, 2012, subject to the
participant's continued employment through that date and subject
to earlier pro-rata vesting in the event of death or long-term
disability; provided that all of the chief executive officer's
unvested RSUs vest upon actual or constructive termination without
cause  or due to death or long-term disability.

Each RSU will also vest in full upon a Change in Control. The
aggregate number of RSUs granted to the Named Executive Officers
was 446,250.

In addition, a target performance share opportunity was
established for each participant. Each performance share earned
will be paid out in unrestricted shares of our common stock on
December 31, 2011, subject to the participant's continued
employment through that date and subject to earlier pro-rata
payout in the event of death or long-term disability; provided
that all of the chief executive officer's unvested performance
shares vest upon actual or constructive termination without cause
or due to death or long-term disability.

In the event of a Change in Control, the performance share
opportunity payout will be determined on the basis of the
Company's relative total shareholder return against such indices
calculated through the relevant Change in Control date. The
aggregate target number of performance shares granted to the Named
Executive Officers was 446,250.

Each participant's target performance share opportunity is based
on total shareholder return over a three year period as compared
to two peer groups. Depending on how the Company ranks in total
shareholder return as compared to the two peer groups, each
grantee may earn 0% to 200% of the target number of performance
shares. No payout will be made if the average of the Company's
total shareholder return results relative to the two peer groups
represents a ranking below the 30th percentile, and the maximum
payout of 200% will be made if such average ranking is at or above
the 80th percentile; provided that the portion of any payout
exceeding 100% of the target award will be paid in the sole
discretion of the Compensation Committee and will be paid, if at
all, in cash rather than shares, with such cash being an amount
equal to the product of:

    (i) the average closing price of the Company's common shares
        for the month of December 2011 multiplied by

   (ii) the number of shares constituting the target award
        multiplied by

   (iii)the percentage payout in excess of 100%.

The target numbers of RSUs and performance shares granted to the
Named Executive Officers under the 2009 long-term incentive
program are:

                                       Target Performance
                      Target RSUs           Shares
                      -----------      ------------------
John J. Legere          249,100             249,100
David R. Carey           45,650              45,650
Daniel J. Enright        45,650              45,650
John A. Kriztmacher      60,200              60,200
John B. McShane          45,650              45,650

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a leading
global IP solutions provider with the world's first integrated
global IP-based network.  The company offers a full range of
secure data, voice, and video products to approximately 40% of the
Fortune 500, as well as to 700 carriers, mobile operators and
ISPs.  It delivers services to more than 690 cities in more than
60 countries and six continents around the globe.

In Latin America, Global Crossing's business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru, Mexico,
Venezuela, the United States (Florida), and the Caribbean region.
In addition to its IP-based, fiber-optic network, Global
Crossing's regional infrastructure includes 15 metropolitan
networks and 15 world-class data centers located in the main
business centers of Latin America.

As of December 31, 2008, the Company's balance sheet showed total
assets of $2.35 billion and total liabilities of $2.59 billion,
resulting in total shareholders' deficit of $241 million.
                          *     *     *

As reported by the Troubled Company Reporter on January 23, 2009,
Moody's Investors Service assigned a Caa1 corporate family rating
to Global Crossing Limited and a B2 rating to the Company's
$350 million senior secured term loan.  The preferential access to
realization proceeds provided by the security package allows the
term loan credit facility's rating to be B2, two notches above the
Caa1 CFR. GCL was also assigned a speculative grade liquidity
rating of SGL-3 (indicating adequate liquidity).  The ratings
outlook is stable.


GMAC LLC: May Merge With Chrysler Financial in Restructuring Move
-----------------------------------------------------------------
The restructuring of Chrysler LLC may include folding Chrysler
Financial into GMAC LLC, Jeffrey Mccracken, Neil King Jr., and
Alex P. Kellogg at The Wall Street Journal report, citing people
familiar with the matter.

Citing sources, WSJ states that concern has increased that
Chrysler Financial may not survive as a separate company.  WSJ
relates that like Chrysler, Chrysler Financial is struggling and
has gotten financial help from the federal government since
December 2008.  Chrysler Financial has been surviving on around
$150 million a week in government loans, and the government
appears inclined to continue providing funds to Chrysler, says the
report.

According to WSJ, a final decision would come out of negotiations
involving Cerberus Capital Management LP -- which has substantial
stakes in Chrysler and GMAC and owns all of Chrysler Financial --
and the auto task force.  WSJ, citing people familiar with the
matter, relates that the likeliest result is that Chrysler
Financial's loan portfolio will be folded into GMAC, which would
then handle dealer financing for General Motors Corp. and
Chrysler.  The sources said that the arrangement will need
approval from various federal banking regulators in Washington,
WSJ states.

    GM Restructuring May Hamper GMAC's Becoming a Stable Bank

Aparajita Saha-Bubna at Dow Jones Newswires relates that General
Motors Corp.'s potential restructuring plans are throwing a wrench
into GMAC's efforts to change into a stable bank.  According to
Dow Jones, GMAC turned itself into a bank in December 2008 to
access federal funds.  Dow Jones notes that GMAC's bank status
dictates that it loosen its ties to GM, but a big chunk of its
business is firmly interlaced with GM's fortunes.

According to Dow Jones, GM said that it would cut its U.S. dealers
to 3,605 by 2011, down 42% from 2008.  Dow Jones states that GMAC
could be left with loans to dealers who can't pay them off as GM
shuts down dealers to save itself, and some changes that GM plans,
like terminating the Pontiac brand, could depress valuations in
GMAC's book of leases and loans.  GMAC, which lends to GM dealers,
had $24.13 billion of such loans on its books in 2008, says Dow
Jones.  Shuttering dealerships hastily could leave GMAC stuck with
unsold inventory if the lender is forced to repossess vehicles
when dealers can't pay up, according to the report.  GMAC, says
the report, may have to auction off the cars, driving down their
prices, which in turn would drive down values of GMAC's existing
books of loans and leases.

Dow Jones notes that GM's changes could help GMAC over the longer
term by taking out weaker, less credit-worthy dealers.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is in turn wholly owned by GMAC LLC.
Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

On Dec. 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.  As a bank holding company, GMAC will have expanded
opportunities for funding and access to capital, which will
provide increased flexibility and stability.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2008,
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential
Capital LLC (CC/Watch Neg/C) are not affected by GMAC's
announcement that it extended the early delivery time with respect
to separate private exchange offers and cash tender offers to
purchase or exchange certain of its and its subsidiaries' and
Residential Capital's outstanding notes to provide investors with
a final opportunity to consider the GMAC and Residential Capital
LLC offers.


GOLDEN STATE MUTUAL: A.M. Best Cuts Issuer Credit Rating to "b"
---------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit rating (ICR) to "b"
from "b+" and affirmed the financial strength rating (FSR) of C++
(Marginal) of Golden State Mutual Life Insurance Company (GSM)
(Los Angeles, CA). The outlook for both ratings has been revised
to negative from stable.

These rating actions reflect GSM's large decline in capitalization
in 2008, consistent operating losses and high exposure to real
estate as reflected in its significant investment in California
commercial mortgage loans relative to its declining capital
position.

Subsequently, A.M. Best has withdrawn the ratings at the company's
request and assigned a category NR-4 to the FSR and an "nr" to the
ICR.


GOODY'S LLC: Court Sets June 22 as General Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
June 22, 2009, on or before 5:00 p.m. (Eastern Time), as the
general bar date for filing proofs of claim in Goody's, LLC and
its affiliated debtors' bankruptcy cases.

Governmental units have until 5:00 p.m. (Eastern Time) on July 13,
2009, to file proofs of claim.

All proofs of claim filed by mail, hand, or overnight courier will
be addressed to:

          Goody's, LLC
          Claims Processing Dept.
          c/o Logan & Company, Inc.
          546 Valley Road
          Upper Montclair, New Jersey 07043

                        About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.

The Company emerged from bankruptcy October 20, 2008, after
closing more than 70 stores.  The reorganized entity was named
Goody's LLC.


GOODY'S LLC: Protocol for Sale of IP Okayed; Bids Due May 27
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved procedures for the sale of the Debtors' intellectual
property and intangible assets.

The Court has set May 27, 2009, at 3:00 p.m. (ET) as the deadline
for the submission of bids.

All offers for the Debtors' intellectual property must be for cash
only.  A minimum Qualified Bid amount for the intellectual
property may be announced prior to the auction.

An auction, if required will be held on June 2, 2009, at
11:30 a.m. (ET) in the offices of the Debtor's counsel, Young
Conaway Stargatt & Taylor, LLP, 1000 West Street, 17th Floor,
Wilmington, Delaware 19801.

The sale hearing is scheduled for June 4, 2009, at 11:30 a.m.
(ET).

A copy of the approved bidding procedures is available for free
at http://bankrupt.com/misc/Goody's.BP.pdf

                        About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.

The Company emerged from bankruptcy October 20, 2008, after
closing more than 70 stores.  The reorganized entity was named
Goody's LLC.


HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on Haights Cross Communications
Inc. and related entities by one notch.  S&P lowered the corporate
credit rating to 'CCC-' from 'CCC'.  The rating outlook is
negative.

"The downgrade reflects the company's announcement that it is
exploring potential debt restructuring alternatives," said
Standard & Poor's credit analyst Tulip Lim.  "Additionally, HCC
has not filed its audited annual 10-K report, which was due on
April 15, 2009, as specified in its credit agreement."

The company has entered into a short-term forbearance agreement
with its lenders.  HCC is currently in discussion with its lenders
to extend the forbearance and amend its credit agreement in order
to avoid further defaults.  S&P is concerned that HCC may not be
able to file its 10-K in a timely manner, or that it may default
on other covenants under its credit agreement and that its lenders
may exercise their rights to accelerate the payment of its debt
obligations.

White Plains, New York-based HCC is a supplemental education
publisher serving the school and library markets.  Revenue and
EBITDA for the nine months ended Sept. 30, 2008 increased 5.0% and
10.4%, respectively (the company has not yet announced its Dec. 31
results), reflecting good revenue growth of 6.3% in the library
segment and 3.8% in the Test Prep division.  Gross debt to EBITDA
(after amortization of prepublication costs and pro forma for the
Aug. 15, 2008 term loan refinancing) was steep, at roughly 14x in
the 12 months ended Sept. 30, 2008.  EBITDA coverage of gross
interest expense was inadequate, at 0.6x over the same period, and
S&P expects the metric to be further pressured as interest expense
increases during the forbearance period.  Coverage of cash
interest expense was 0.9x, reflecting the benefit of the pay-in-
kind provision of the company's 12.5% senior discount notes due
2011.  Cash interest on these notes began accruing on Feb. 1,
2009, and the company will be required to make semi-annual cash
interest payments beginning Aug. 1, 2009, amounting to roughly
$16 million per year.

As part of the forbearance agreement, the company has agreed to
pay an additional 2% of interest on borrowings under the credit
agreement beginning April 15, 2009, which would put additional
pressure on interest coverage.  For the 12 months ended Sept. 30,
2008, discretionary cash flow was breakeven, compared with
negative discretionary cash flow over the fiscal year ended
Dec. 31, 2007, because of lower prepublication costs.  The onset
of cash interest payments on the 12.5% notes in August and the
increase in interest from the failure to file financial statements
could cause discretionary cash flow to return to negative
territory again.


HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'C'
------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of Hayes
Lemmerz International Inc. and its subsidiaries to 'C' from 'CCC',
indicating that Fitch estimates that a default is imminent or
inevitable.  Fitch has also removed HAYZ from Rating Watch
Negative, where it was originally placed on Dec. 11, 2008.

Fitch's actions affect approximately $570 million of balance sheet
debt as of Oct. 31, 2008.

The downgrades reflect Fitch's expectation that deteriorating
automotive and truck markets and HAYZ's weakening financial
position will lead to either a coercive debt exchange or a Chapter
11 filing due to covenant pressures within the year.  Fitch is
most concerned about the tightening of HAYZ' covenants in April
2010, but Fitch believes that HAYZ could pressure its net leverage
covenant as early as the end of this month; HAYZ net leverage
covenant at April 30, 2009 is 5.75 times (x).  Fitch notes that
HAYZ also recently included language in a filing that Fitch
interprets as an indication that a debt exchange is a possibility.
In this same filing HAYZ stated that its auditors are likely to
include a going concern qualification in its annual report filing,
which has been delayed.  HAYZ' creditors have given the company a
waiver for any default related to a going concern qualification or
delayed 10-K filing.

Fitch believes that the results of HAYZ's fourth quarter (ending
Jan. 31, 2009) has increased its leverage and materially weakened
the company's liquidity position, and that HAYZ's ability to
generate positive cash flow in its fiscal 2009 (Feb. 1, 2009 -
Jan. 31, 2010) and maintain margins will be limited by the
continuation of steep global production declines of both light
vehicles and commercial trucks.  Fitch also expects that HAYZ's
2009 liquidity position will be further strained by additional
restructuring actions that are needed to reduce costs to match
falling sales.  HAYZ will likely report a 39% fourth quarter 2008
revenue decline due to lower production volumes related to the
global recession and troubled capital and credit markets which
will negatively impact its margins.  For fiscal 2008, HAYZ
anticipates taking a $257.3 million non-cash impairment charge to
its goodwill and other intangible assets that will substantially
widen HAYZ's 2007 loss from operations of $38.7 million and
negative $194.4 million net income.

In Fitch's view, some language from HAYZ' recent NT 10-K filing
could indicate that a debt exchange is a possibility: 'Due to the
impact of adverse economic and industry conditions, management has
been focusing on a comprehensive strategic and financial planning
process for the Company and has been engaged in detailed
discussions with its senior secured creditors, unsecured note
holders and other stakeholders with respect to that process.'
Fitch believes HAYZ's inclusion of unsecured note holders and
other stakeholders in this statement is an indication that several
options including a debt exchange are a possibility at the
company.

HAYZ was provided credit facility covenant relief prior to the
close of its 2008 fiscal year. Fitch estimates that without the
amendments HAYZ would have violated its 3.5x net leverage
covenant, which was amended to 5.5x for the period.  Fitch
believes this amendment and the new covenant levels (including a
7.25x leverage level for the third quarter ending Oct. 31, 2009)
are indicators of the significant impact the industry environment
has had on HAYZ' business.  HAYZ reported 2.5x credit facility net
leverage at the end of October.

Fitch estimates that if HAYZ restructures its debt senior secured
debt holders could receive 51%-70% recovery (indicative of an
'RR3' Fitch Recovery Rating) and that HAYZ's senior unsecured Euro
notes could receive 0% to 10% recovery ('RR6').  HLI Opco secured
credit facility is backed by non securitized U.S. Accounts
Receivables, inventory, and property, plant and equipment.
Additional security includes stock of U.S. subsidiaries, pledge of
residual U.S. securitization, substantially all U.S. intercompany
notes, and two-thirds stock pledge of European stock.  European
Holdco secured credit facility is backed by European A/R,
inventory and PP&E where available.  Additional security includes
stock on European subsidiaries and shared pledges of residual U.S.
securitization and substantially all intercompany notes with HLI
Opco.

Including the cash and marketable securities balance of $57
million, total liquidity at the end of HAYZ's third quarter on
Oct. 31, 2008 was approximately $166 million.  At quarter end,
HAYZ had $16 million of borrowing under its $125 million secured
revolver.  As of Oct. 31, 2008 Fitch calculates that HAYZ debt-to-
LTM EBITDA remained virtually flat at 3.7x, from 3.8x at the end
of its fiscal year ending Jan. 30, 2009.  Fitch's calculated debt-
to-EBITDA metric is more conservative than HAYZ's reported debt-
to-LTM adjusted EBITDA figure.  HAYZ has no significant debt
maturities until 2014.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative:

Hayes Lemmerz International, Inc.

  -- IDR to 'C' from 'CCC'.

HLI Operating Company, Inc.

  -- IDR to 'C' from 'CCC';

  -- Senior secured revolving credit facility to 'CC/RR3' from 'B-
     /RR3'.

Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco)

  -- IDR to 'C' from 'CCC';

  -- Senior secured revolving credit facility to 'CC/RR3' from 'B-
     /RR3';

  -- Senior secured EUR synthetic LOC facility to 'CC//RR3' from
     'B-/RR3';

  -- Senior secured EUR term loan to 'CC/RR3' from 'B-/RR3';

  -- Senior unsecured EUR notes affirmed at 'C/RR6'.


HEALTH INSURANCE: Fitch Affirms Issuer Default Rating at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and
'BBB-' Insurer Financial Strength rating of Health Insurance Plan
of Greater New York.  The Rating Outlook has been revised to
Negative from Stable.

The change in the Rating Outlook reflects the earnings
deterioration in recent years.  In 2007 and 2008, profitability
was materially weakened, primarily by the company's Medicaid
business.  In addition, net income has been negatively impacted by
significant other than temporary impairments taken on the
company's asset portfolio.  Fitch's estimated consolidated
statutory net income has swung from a $267 million profit in 2006
to a $102 million loss in 2008.  If HIP-NY's earnings do not
generate a profitable operating margin in the near term, the
ratings may be downgraded.

The ratings continue to consider the company's business profile,
which contains heavy concentration risk, particularly to the
economic conditions of the New York metropolitan area and a very
large single-client exposure with the city of New York's group
health plan.  While Fitch believes the company is well entrenched
in this account, the sheer size of this plan creates exposure to a
significant risk if this account were to leave.

Following a series of mergers and acquisitions in recent years,
Fitch views HIP-NY in the context of its parent, EmblemHealth,
Inc. and affiliated corporations.  The other primary operations of
EmblemHealth include Group Health, Inc. and Connecticare Inc.
These operations are all considered core operations, as all
provide a significant share of total revenue.

The ratings consider favorably the organization's good market
share in the New York metropolitan area, lack of financial
leverage and good operating company capital.  Fitch's estimated
consolidated NAIC risk-based capital ratio for EmblemHealth was
approximately 209% at year-end 2008, which is a decline from 287%
the prior year given the asset impairments taken in 2008.

Fitch believes that overall membership trends will remain level
and the New York City account will remain a long-term client.
EmblemHealth is seeking conversion to a for-profit corporation.
If this were to occur, Fitch will evaluate any potential changes
to the corporate and financial profile.  At this time, material
changes are not anticipated.

Fitch has affirmed these ratings with a Negative Outlook:

Health Insurance Plan of Greater New York

  -- IDR at 'BB+';
  -- IFS at 'BBB-'.


HOLLYWOOD THEATERS: Refinancing Doubts Cue S&P's Junk Rating
------------------------------------------------------------
On April 27, 2009, Standard & Poor's Ratings Services lowered its
corporate credit and issue-level ratings on Portland, Oregon-based
movie exhibitor Hollywood Theaters Inc. by two notches.  The
corporate credit rating was lowered to 'CCC' from 'B-', and the
rating outlook is negative.

"We lowered the ratings because of concerns about Hollywood's
ability to refinance $118 million of debt obligations prior to its
maturities in July 2009 given current credit market conditions,"
said Standard & Poor's credit analyst Jeanne Mathewson.  "In
addition, the company may violate financial covenants, and S&P is
concerned about its ability to get an amendment or waiver."

The rating reflects Hollywood Theaters' risk surrounding its
substantial near-term maturities, high leverage, concentrated cash
flow, and potential for covenant violations.  Other factors
affecting the rating include the mature and highly competitive
nature of the industry and the company's exposure to the
fluctuating popularity of movies.  The rating also reflects
Standard & Poor's concern that proliferation of competing
entertainment alternatives and shorter periods in theatrical
release prior to home video and video-on-demand release could
pressure U.S. movie exhibitors' attendance.

Hollywood is exposed to the volatility of the box office.  In the
fourth quarter, revenue and EBITDA declined roughly 3% and 6%,
respectively.  For the first two months ended Feb. 28, 2009,
revenue increased 18% and EBITDA increased more than 40%.  Lease-
adjusted leverage was high, at roughly 6.9x for the 12 months
ended Feb. 28, 2009, but higher still at about 9x when including
the company's debt-like preferred stock.  EBITDA coverage of
interest was 2.2x for the same period.  Discretionary cash flow
was negative for the 12 months ended Feb. 28, 2009.


HOST HOTELS: Q1 Results Won't Affect Fitch's 'BB-' Rating
---------------------------------------------------------
Fitch Ratings confirms that the credit ratings of Host Hotels &
Resorts, Inc. and Host Hotels & Resorts, L.P. are unaffected
following Host's first quarter-2009 (1Q'09) results that included
reduced demand expectations for 2009.  Host is now assuming an
18%-20% decline in comparable hotel revenue per available room in
2009.  The Rating Outlook remains Negative.

Fitch downgraded Host's Issuer Default Rating to 'BB-' from 'BB+'
on Feb. 23, 2009, due to Fitch's view that the deterioration in
lodging demand trends accelerated since Fitch originally revised
Host's Rating Outlook to Negative on Dec. 5, 2008.  At the time of
the Feb. 23 downgrade, Fitch also maintained a Negative Outlook,
based on Fitch's view that lodging demand would deteriorate
further, resulting in additional pressure on expected operating
performance in 2009 and 2010.  The weaker end of Host's reduced
demand outlook is now consistent with Fitch's current view.

Fitch's ratings continue to reflect Host's adequate liquidity
profile.  Host's liquidity position was further bolstered on April
24, 2009, as Host announced the pricing of its public offering of
76 million shares of common stock (including the exercise of
Host's underwriters' option to purchase additional shares) at a
price of $6.60 per share.  Host intends to use the net proceeds
from the offering for general corporate purposes and the repayment
of indebtedness, which Fitch views favorably.

Fitch's current ratings and Negative Outlook take into account
that adjusted EBITDA in 2009 will be in the $800 million to $850
million range.  While Fitch views Host's gross leverage as high
for the rating category based on this level of adjusted EBITDA,
gross leverage will improve as the company uses proceeds from the
equity offering to repay debt.  In addition, Fitch's current
ratings take into account Host's fixed charge coverage based on
2009 comparable RevPAR decline expectations and the view that
Host's unencumbered asset coverage ratio of 2.8 times (x) as of
March 27, 2009 is appropriate for a 'BB-' rating for a lodging
REIT.

These factors may result in a revision of the Rating Outlook to
Stable at the 'BB-' rating level:

  -- The recession shows signs of stabilization, resulting in a
     moderation of expected RevPAR declines;

  -- Fitch's expectation that Host's gross debt to recurring
     EBITDA ratio will be sustained below 6.5x;

  -- Unencumbered asset coverage is sustained above 300%.

These factors may result in a rating downgrade to 'B+':

  -- Recessionary conditions result in additional comparable
     RevPAR declines beyond Fitch's current expectation, which is
     closer to the more pessimistic end of Host's expected range;


  -- Host's fixed-charge coverage ratio is sustained below 1.5x;

  -- Unencumbered asset coverage is sustained below 250%.

Fitch currently rates Host:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating 'BB-';
  -- $100 million preferred stock 'B'.

Host Hotels & Resorts, L.P.

  -- IDR 'BB-';
  -- $3.9 billion senior notes 'BB-';
  -- $610 million credit facility (revolver and term loan) 'BB-'.


HUBERT REID LOWERY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hubert Reid Lowery
          aka Reid Lowery
          dba S&R Dental Labs Of Shelby Inc
          dba Lowery Tree Farm, LLC
        P.O. Box 1850
        Shelby, NC 28151-1850

Bankruptcy Case No.: 09-40336

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: O. Max Gardner, III, Esq.
                  P. O. Box 1000
                  Shelby, NC 28151-1000
                  Tel: (704) 487-0616
                  Email: maxgardner@maxgardner.com

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

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

Mr. Lowery did not file his list of 20 largest unsecured creditors
when he filed his petition.

The petition was signed by Mr. Lowery.


HUMBOLDT CREAMERY: Taps Sheppard Mulli as Gen. Insolvency Counsel
-----------------------------------------------------------------
Humboldt Creamery, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Sheppard,
Mullin, Richter & Hampton LLP as reorganization and general
insolvency counsel.

Sheppard Mullin will:

   a. advise and assist the Debtor with respect to compliance with
      the requirements of the U.S. Trustee;

   b. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to its assets and with respect to the claims of its
      creditors;

   c. represent the Debtor in any proceedings or hearings before
      this Court and in any action in any other court where the
      Debtor's rights under the Bankruptcy Code may be litigated
      or affected;

   d. conduct examinations of witnesses, claimants, or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts, and pleadings related to the Debtor's
      Chapter 11 case;

   e. advise the Debtor concerning the requirements of the
      Bankruptcy Code and applicable rules as the same may affect
      the Debtor in this case;

   f. assist the Debtor in the formulation, negotiation,
      confirmation, and implementation of a Chapter 11 plan of
      reorganization and any auction or sale of its assets;

   g. make any court appearances on behalf of the Debtor; and

   h. take other action and perform such other services as the
      Debtor may require of Sheppard Mullin in connection with the
      Chapter 11 case.

The hourly rates of professionals working on the Chapter 11 case
are:

     Michael H. Ahrens, partner        $725
     Steven B. Sacks, partner          $615
     Ori Katz, partner                 $495
     Michael Lauter, associate         $350
     Robert K. Sahyan, associate       $320

Mr. Ahrens tells the Court that as of the petition date, Sheppard
Mullin held a $186,956 retainer for its services.  Sheppard Mullin
is not owed any amounts with respect to prepetition fees and
expenses.

Mr. Ahrens assures the Court that Shepard Mullin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Ahrens can be reached at:

     Sheppard, Mullin, Richter and Hampton
     4 Embarcadero Center 17th Fl.
     San Francisco, CA 94111
     Tel: (415) 434-9100

                   About Humboldt Creamery, LLC

Headquartered in Fortuna, California, Humboldt Creamery, LLC --
http://www.humboldtcreamery.com/-- makes ice cream and milk
products.

The Company filed for Chapter 11 on April 21, 2009 (Bankr. N.D.
Calif. Case No. 09-11078).  Ori Katz, Esq., at Sheppard, Mullin,
Richter and Hampton, represents the Debtor in its restructuring
efforts.  The Debtor disclosed total assets and debts from
$50 million to $100 million.


HUNTINGTON BANCSHARES: DBRS Puts BB Pref. Stock Rating on Review
----------------------------------------------------------------
Dominion Bond Rating Service placed the long- and short-term
ratings of Huntington Bancshares Inc. and its related entities,
including Huntington's Issuer & Senior Debt rating of BBB (high)
and Preferred Stock rating of BB(low), Under Review with Negative
Implications.

The review will focus on Huntington ability to cope with the
continued asset deterioration.  Over the past year Huntington has
struggled with elevated credit costs and earnings erosion
associated with both the Company's non-core Franklin Credit
Management (Franklin) relationship and core loan portfolios,
particularly those related to the commercial real estate and
commercial & industrial loan lending.  Additionally, the Company's
recent performance has been negatively impacted by a narrowing net
interest margin (NIM), and recurrent other-than-temporary-
impairment (OTTI) charges related to its asset backed securities
portfolio.

Positively, Huntington has restructured its Franklin exposure,
which gives it greater flexibility in working through this
troubled exposure.  Furthermore, DBRS notes the Company's
improvement of its tangible common equity ratio to 4.65%, its
proactive approach to managing its non-interest expenses and its
strengthening of its liquidity position.

Besides the likely credit costs associated with the Franklin
related exposure, DBRS perceives that significant amounts of
potential losses likely remain embedded in Huntington's core
portfolios.  While loan loss reserves have been built up in recent
quarters, coverage may still be insufficient to address potential
losses.  Furthermore, the extremely difficult operating
environment and weakness in the economies in Huntington's
franchise is likely to continue to constrain revenue growth and
pressure expenses, limiting improvement in core earnings.

DBRS's review will focus on Huntington's asset quality, financial
performance and franchise value.  In addition, the review will
also consider the Company's plans to manage reserves and preserve
capital, as well as prospective financial performance in the near
term.


INDALEX HOLDINGS: Committee Withdraws Ch. 7 Conversion Motion
-------------------------------------------------------------
Indalex Holdings Finance, Inc. said that its Unsecured Creditors'
Committee has elected to withdraw a motion it filed on April 24 to
convert Indalex's Chapter 11 case to a Chapter 7 case.

"I am pleased with the Unsecured Creditors' Committee's decision
to withdraw the motion to convert the case.  We strongly believe
that Chapter 11 is clearly the best alternative for all of
Indalex's stakeholders, including our creditors," said Timothy
Stubbs, President and Chief Executive Officer of Indalex Finance,
in an April 28 statement.

Indalex also announced that it and certain related affiliates
("Indalex US") received final court approval in the U.S. of an
agreement with their existing senior lender group to provide $84.6
million in debtor-in-possession (DIP) financing.  The Company will
use the financing to fund normal operating and working-capital
requirements during its reorganization process.  The Company
previously received final court approval of the agreement from the
Canadian court on April 9, 2009.

                       The Conversion Motion

The Official Committee of Unsecured Creditors in the bankruptcy
cases of Indalex, in its motion for the conversion of the
bankruptcy cases to Chapter 7 liquidation, argued that the
conversion will best serve the interest of the estate and their
creditors.  These Chapter 11 cases, the Committee pointed out,
appear to exist for the sole benefit of the Debtors' prepetition
senior secured revolving lenders and insider, Sun Capital Partners
Inc. and its affiliates.

Sun Capital, which hold three of the five positions on the
Debtors' board of directors, acquired in 2006 the equity of the
Debtors' entities through a highly leverage buyout, court document
shows.  Since the acquisition, Sun Capital obtained about
$76.6 million from the debtors in equity distribution in 2007,
acquired at least $71.0 million in subordinated secured notes, and
millions of dollars more in management fees, source says.

According to the Committee, the Sun Capital constricted the
Debtors' credit availability under the prepetition revolving
credit facility that created a liquidity crisis, which the Debtors
attributed the need for the present debtor-in-possession facility.
The DIP facility provides the lender with, among other things,
estimated incremental rate of return for 100-day facility, liens
on avoidance actions, roll-up of prepetitions obligations, blanket
waivers, and additional collateral, the Committee says.

The Committee further said the DIP facility offers Sun Capital
with an adequate protection lien in avoidance actions as well as
payment of its attorney's fees despite the fact that it did not
participate in the DIP facility and holds subordinated secured
term debt.

The Committee lamented that the Debtors' Chapter 11 process has
been skewed to permit Sun Capital to insulate it from liability
and maximize return to the distinct detriment of general unsecured
creditors through the vehicle of the DIP loan and the sale
process.  "A going-concern sale will likely yield tens of millions
of dollars less than an orderly liquidation conducted in a
Chapter 7 and will will leave nothing, including avoidance
actions, for unsecured creditors," the Committee asserts.

                      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.


INDALEX HOLDINGS: Court Grants Final Approval to $84.6-Mil. Loan
----------------------------------------------------------------
Indalex Holding Corp. said in an April 28 statement that it and
certain related affiliates received final approval from the U.S.
Bankruptcy Court for the District of Delaware of an agreement with
their existing senior lender group to provide $84.6 million in
debtor-in-possession financing.  The Company will use the
financing to fund normal operating and working-capital
requirements during its reorganization process.  The Company
previously received final court approval of the agreement from the
Canadian court on April 9, 2009.

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 of the U.S. Bankruptcy Code and under the
Companies' Creditors Arrangement Act (CCAA) in Canada, including
employee wages and benefits, supplier payments and other expenses
incurred throughout its reorganization efforts going forward.

"I am pleased with the Court's decision to give final approval to
our agreement on DIP financing, which we are confident will
provide Indalex with adequate funds to finance our ongoing
operations as we continue to move through these proven, structured
reorganization processes," said Stubbs.  "As always, we remain
focused on meeting and exceeding the needs of our important
stakeholders."

The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Indalex and its debtor-affiliates and U.S.
Bank National Association earlier conveyed an objection to the
proposed DIP financing and the use of lenders' cash collateral.
The Committee argued before the Delaware Court that that the
motion takes away the Debtors' estates of nay conceivable recovery
for the general unsecured creditors, particularly, by encumbering
avoidance actions and their proceeds.  It has been denied of the
chance to investigate and prosecute claims against the Debtors'
secured creditors, the Committee says.  Furthermore, the motion
provides certain insider creditors with adequate protections liens
in the avoidance actions, the Committee notes.

On the other hand, U.S Bank as indenture trustee of the 11-1/2%
second priority senior secured notes due 2014 citing that the
debtor-in-possession agreement with the Debtors and JPMorgan Chase
Bank NA violated the intercreditor agreement by granting liens on
assets to secure the DIP agreement obligations without providing
liens on assets to secure the noteholder claims.

According to the Troubled Company Reporter on April 15, 2009, the
Debtors obtained from the Court interim approval for what is
intended eventually to be an $85.9 million secured credit provided
by JPMorgan.

                      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.


ION MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of ION Media
Networks Inc.'s.  The ratings have been withdrawn because Moody's
believes it lacks adequate information to maintain the Company's
ratings.

Moody's has taken these ratings actions:

Withdrawals:

Issuer: ION Media Networks, Inc.

  -- Corporate Family Rating, Withdrawn, previously rated Caa3

  -- Probability of Default Rating, Withdrawn, previously rated Ca

  -- First Priority Senior Secured Notes due 1/15/2012, Withdrawn,
     previously B2 (LGD 1, 7%)

  -- Second Priority Senior Secured Notes due 1/15/2013,
     Withdrawn, previously Caa3 (LGD 3, 32%)

Outlook Actions:

Issuer: ION Media Networks, Inc.

  -- Outlook, Changed To Rating Withdrawn From Negative

The most recent rating action occurred on November 12, 2008 when
Moody's downgraded ION's Corporate Family rating to Caa3 from Caa1
and its Probability of Default rating to Ca from Caa1.

ION Media Networks, Inc., headquartered in West Palm Beach,
Florida, owns a broadcast television station group and the ION
Television network, which reaches approximately 95 million U.S.
television households via its nationwide broadcast television,
cable and satellite distribution systems.


JARDEN CORPORATION: Moody's Puts 'B2' Rating on $250 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Jarden's
proposed $250 million senior unsecured notes offering.  At the
same time, Moody's affirmed all of Jarden's other ratings (B1 CFR
and PDR, Ba3 senior secured credit facility, B3 subordinated notes
and SGL 3 liquidity rating).  The outlook remains stable.

On April 22, 2009, Jarden announced the issuance of 12 million
shares of common stock, at $17.5 per share, resulting in net
proceeds of over $200 million.  On April 27, 2009, Jarden
announced its intention to issue $250 million of senior unsecured
notes and that it was going to amend its senior secured credit
facility to permit: 1) up to $100 million of the $185 million
revolving credit facility to be extended to the same maturity as
the term loan facility and, 2) Jarden to incur senior unsecured
indebtedness, provided that the net proceeds are used to prepay
the term debt.  The proceeds of the common stock offering are
expected to be used for general corporate purposes and to
repurchase debt under the term loan facility.

The B2 rating on the senior unsecured notes reflects a B1
probability-of-default rating and an LGD 5.  The B2 senior
unsecured note rating also reflects its junior position to the
existing senior secured credit facility, its seniority to
subordinated notes and its upstream guarantees from operating
subsidiaries.  The Ba3 rating on the senior secured credit
facility may be upgraded one notch to Ba2 depending on how much
secured debt the company repays with the proceeds from the two
transactions.

The B1 corporate family rating reflects the company's scale and
its leading (and in some cases dominant) market share in select
categories.  The corporate family rating also reflects the
acquisitive nature of the company and expectation of moderation in
both the top line and profitability in the near term due to the
rapid deterioration in discretionary consumer spending, while at
the same time recognizing the diversification benefits expected to
be realized from its breadth of products.

Despite an expected softness in operating performance and the
extreme amount of uncertainty in discretionary consumer spending,
the stable outlook reflects Moody's expectation that the company
will continue to generate strong operating cash flow, maintain
adjusted leverage around 5x and retained cash flow to adjusted
debt in the low double digits.  The stable outlook also reflects
Moody's belief that the company will not undertake any material
acquisitions in the near term and that any smaller acquisitions
will be conservatively financed.

For additional information, please refer to Moody's Credit Opinion
of Jarden published on Moodys.com.

This rating was assigned:

  -- $250 million senior unsecured notes at B2 (LGD 5, 70%);

These ratings were affirmed/assessments amended:

* Corporate family rating at B1;

* Probability of default rating at B1;

* $1.675 billion senior secured term loan to Ba3 (LGD 3 -- 30%
  from LGD 3 -- 33%);

* $225 million senior secured revolver to Ba3 (LGD 3 -- 30% from
  LGD 3 -- 33%);

* $650 million senior subordinated notes at B3 (LGD 5 -- 88% from
  LGD 6 -- 91%);

Speculative grade liquidity rating at SGL 3

The last rating action was on December 15, 2008, where Moody's
affirmed all of the company's ratings, but revised the outlook to
stable from positive.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.  The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, fire detection and suppressant systems, and
home vacuum packaging systems), Branded Consumables (which
distributes playing cards, arts and crafts, plastic cutlery and
firelogs), and Outdoor solutions (which distributes a variety of
outdoor leisure products under the K2, PureFishing, Coleman and
Campignaz brands).

Headquartered in Rye, New York, the company reported consolidated
net sales of approximately $5.4 billion for the twelve months
ending March 31, 2008.


JBS USA: Swine Flu in Mexico Won't Affect Moody's 'B1' Rating
-------------------------------------------------------------
Moody's Investors Service announced that the outbreaks of swine
influenza A (H1N1) in Mexico, the United States and Europe have
not at this time had an impact on the B1 rating of the senior
unsecured notes of JBS USA, LLC.  The rating outlook remains
stable.

Moody's most recent rating action for JBS USA on April 14, 2009
assigned a B1 rating to the senior unsecured Notes due 2014 with a
stable outlook.

JBS USA, LLC is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (70.1% of fiscal 2008 sales, pro forma for a full
year of Smithfield beef), domestic pork processing (16.1%) and
beef operations in Australia (13.8%).  Reported sales for the
fiscal year ended December 31, 2008 were approximately $12.4
billion.  JBS USA, LLC is ultimately wholly owned by JBS S.A., the
world's largest beef producer in terms of slaughter capacity, with
consolidated global revenues of $16.9 billion in fiscal 2008.


JOE JESSE MONGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Joe Jesse Monge
               Rosana Elena Monge
                 dba J and M Corporation
                 dba Monroj Corporation
                 dba One Two Three Bar & Grill
                 dba North East Patriot
                 dba J and M Builders, Inc
                 dba Monroj Investments, Inc.
               51 Sierra Crest Dr.
               El Paso, TX 79902

Bankruptcy Case No.: 09-30881

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Debtors' Counsel: Sidney J. Diamond, Esq.
                  3800 N Mesa C-4
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  Email: usbc@sidneydiamond.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/txwb09-30881.pdf

The petition was signed by the joint debtors.


JUAN DEVIRGILIIS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Juan C. DeVirgiliis
        137 Calebway Rd.
        Boone, NC 28607

Bankruptcy Case No.: 09-50560

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Total Assets: $3,391,320.00

Total Debts: $2,761,060.08

A full-text copy of Mr. DeVirgiliis' petition, including a list of
his 11 largest unsecured creditors and schedules of assets and
liabilities, is available for free at:

             http://bankrupt.com/misc/ncwb09-50560.pdf

The petition was signed by Mr. DeVirgiliis.


KEYSTONE AUTOMOTIVE: S&P Downgrades Rating on Senior Loan to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the issue-level
rating on Exeter, Pennsylvania-based Keystone Automotive
Operations Inc.'s senior secured term loan facility to 'B-' from
'B' and revised the recovery rating on the debt to '4' from '2'.
The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery in the event of a payment default or
bankruptcy.

At the same time, S&P affirmed the company's 'B-' corporate credit
and 'CCC' senior subordinated note ratings.  The recovery rating
on the senior subordinated notes remains unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default or bankruptcy.  The outlook is
negative.

"The rating action reflects reduced recovery expectations for the
term loan facility," said Standard & Poor's credit analyst Jerry
Phelan, "due to materially lower demand for the company's highly
discretionary products which could persist for the foreseeable
future and hurt emergence value in the event of a bankruptcy
filing."


LA HOTEL: Court Extends Schedules Filing Deadline Until May 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended until May 30, 2009, the time within which LA Hotel
Venture, LLC must file its schedules of assets and liabilities,
statement of financial affairs, list of executory contracts and
unexpired leases, list of equity security holders, corporate
ownership certificate and creditor matrix to accompany schedules.

The Debtor relates that it was unable to complete and file the
schedules within the prescribed time because it prioritized the
preparation and filing of first day motions.  In addition, the
Debtor also commenced compilation of the information necessary to
comply with the notices and guides promulgated by the Office of
the U.S. Trustee.

The Debtor related that the extension is for the best interest of
the estate.

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


LA HOTEL: Creditors Have 60 Days to File Proofs of Admin. Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established 60 days from the service of the notice of the claims
as the last day for creditors to file administrative expense
claims against LA Hotel Venture, LLC.

If additional claimants are discovered by the Debtor, the Debtor
may serve a notice advising that the bar date was set by the
Court, and claimants must file a proof of claim within 60 days
from the date of service of the notice.

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


LA HOTEL: Obtains Temporary Access to Lenders' Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, LA Hotel Venture, LLC, to:

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

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

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

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

   e) provide adequately protection to lenders in the cash
      collateral.

The Court will consider the Debtor's request, on a final basis, on
April 29, 2009, at 10:00 a.m.

As reported on the Troubled Company Reporter on April 27, 2009,
substantially all of the Debtors' assets are subject to a lien in
favor of a lending group led by GE Capital.  The lien held by the
lenders secures a senior loan with an outstanding balance of
$97 million.

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

The Debtor proposes to grant the lenders:

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

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

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

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

                    About LA Hotel Venture, LLC

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


LANDAMERICA FINANCIAL: Robert Norfleet Steps Down as Director
-------------------------------------------------------------
LandAmerica Financial Group, Inc., said that on April 15, 2009, it
received notice from Robert F. Norfleet, Jr. of his resignation
from the Company's Board of Directors effective April 16.

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAZY DAYS: Moody's Changes Probability of Default Rating to Ca/LD
-----------------------------------------------------------------
Moody's Investors Service changed Lazy Days' R.V. Center, Inc.'s
probability of default rating to Ca/LD from Ca, while confirming
its Ca corporate family rating and affirming the C rating on its
senior unsecured notes.  The ratings outlook is negative.  The
SGL-4 speculative grade liquidity rating was unchanged.  This
concludes the review for possible downgrade that was initiated on
November 18, 2008.

Lazy Days did not make the November 17, 2008 senior note interest
payment and has entered into a series of forbearance agreements,
the latest of which was extended to at least April 13, 2009.  The
company is currently in negotiations with certain note holders.
Moody's deems a default to have occurred when an interest payment
is not made by the end of a grace period, regardless of whether
the company is in forbearance or an event of default has been
declared by note holders.

Lazy Days' Ca corporate family rating continues to reflect its
limited financial flexibility stemming from weak operating
performance in a very difficult economic environment, weak
liquidity, and below average recovery levels that could lead to
significant debt impairment.  The negative outlook reflects
continued uncertainty regarding Lazy Days' viability as a going
concern, as well as the risk of a distressed exchange involving
the notes or bond holder acceleration.

These ratings actions were taken:

  -- Probability of Default Rating changed to Ca/LD from Ca
  -- Corporate Family Rating confirmed at Ca
  -- Senior Unsecured Notes at affirmed at C (LGD 5, 85%)
  -- The SGL-4 Speculative Grade Liquidity Rating was unchanged

The last rating action on Lazy Days was on November 18, 2008, when
Moody's downgraded the company's corporate family rating to Ca and
placed it on review for possible downgrade following the missed
interest payment.

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

Headquartered near Tampa, Florida, Lazy Days' R.V. Center, Inc.'s
is the largest single site R.V. retailer in the world.  Its
products include new and pre-owned Class A and Class C motor
homes, travel trailers and fifth-wheel trailers.  Revenues were
about $625 million for the latest twelve month period ended
September 30, 2008.


LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.

"The outlook revision reflects the company's success over the past
year in growing its base of business both in new and existing
markets, while maintaining churn of under 5% and continuing to
increase its overall EBITDA, as well as reducing its overall net
cash usage," said Standard & Poor's credit analyst Catherine
Cosentino.  Customer growth totaled 34.3% for 2008, and EBITDA
increased by 4.6%, despite a challenging economic climate and the
near-term heightened costs of new market entries.  While leverage
still remains high, at 7.5x, and churn may modestly increase with
new market launches in 2009, Leap has a reasonable opportunity to
improve its leverage in 2009 to the 6x area.  If it achieves this,
S&P could raise the rating by early 2010.  Total funded debt at
Dec. 31, 2008, was $2.6 billion.

The ratings on Leap reflect a very high degree of business risk
given the company's nontraditional flat-rate limited mobility,
unlimited local usage wireless business model, a fairly limited
operating history, and execution risk from the buildout of new
markets.  Although Leap has demonstrated success in attracting
subscribers to its less expensive wireless service, national
players may begin to more aggressively target the company's
subscriber base with their own tailored pricing plans as the
wireless industry matures.  The ratings also reflect a highly
leveraged financial profile, including expectations for
significant discretionary cash flow losses over the next year as a
result of its planned market expansion.  Tempering factors include
a low cost structure and adequate liquidity.

Leap's financial profile is highly leveraged.  Total operating
lease-adjusted debt to EBITDA is elevated at about 7.5x, given the
additional debt incurred in 2008 to fund the build-out of new
markets, the expansion of its footprint in existing markets, and
the development of its broadband initiative.  S&P expects modest
improvement in credit measures over the next couple of years from
EBITDA growth.  The company's consolidated EBITDA service margin
of about 22% is below that of its peers because of the costs
related to new market launches.  Still, the company has achieved
scale in the legacy markets and demonstrated that the business
model has solid profitability characteristics with margins well in
excess of 30%.

S&P could raise the rating if the company is able to continue to
grow its overall cash flow in 2009 such that it can achieve
sustained improvement in leverage to the 6x area and demonstrate a
path to materially improve the level of net cash losses in 2009.


LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.

"The outlook revision reflects the company's success over the past
year in growing its base of business both in new and existing
markets, while maintaining churn of under 5% and continuing to
increase its overall EBITDA, as well as reducing its overall net
cash usage," said Standard & Poor's credit analyst Catherine
Cosentino.  Customer growth totaled 34.3% for 2008, and EBITDA
increased by 4.6%, despite a challenging economic climate and the
near-term heightened costs of new market entries.  While leverage
still remains high, at 7.5x, and churn may modestly increase with
new market launches in 2009, Leap has a reasonable opportunity to
improve its leverage in 2009 to the 6x area.  If it achieves this,
S&P could raise the rating by early 2010.  Total funded debt at
Dec. 31, 2008, was $2.6 billion.

The ratings on Leap reflect a very high degree of business risk
given the company's nontraditional flat-rate limited mobility,
unlimited local usage wireless business model, a fairly limited
operating history, and execution risk from the buildout of new
markets.  Although Leap has demonstrated success in attracting
subscribers to its less expensive wireless service, national
players may begin to more aggressively target the company's
subscriber base with their own tailored pricing plans as the
wireless industry matures.  The ratings also reflect a highly
leveraged financial profile, including expectations for
significant discretionary cash flow losses over the next year as a
result of its planned market expansion.  Tempering factors include
a low cost structure and adequate liquidity.

Leap's financial profile is highly leveraged.  Total operating
lease-adjusted debt to EBITDA is elevated at about 7.5x, given the
additional debt incurred in 2008 to fund the build-out of new
markets, the expansion of its footprint in existing markets, and
the development of its broadband initiative.  S&P expect modest
improvement in credit measures over the next couple of years from
EBITDA growth.  The company's consolidated EBITDA service margin
of about 22% is below that of its peers because of the costs
related to new market launches.  Still, the company has achieved
scale in the legacy markets and demonstrated that the business
model has solid profitability characteristics with margins well in
excess of 30%.

S&P could raise the rating if the company is able to continue to
grow its overall cash flow in 2009 such that it can achieve
sustained improvement in leverage to the 6x area and demonstrate a
path to materially improve the level of net cash losses in 2009.


LEVI STRAUSS: Moody's Affirms 'B1' Corporate Family Ratings
-----------------------------------------------------------
Moody's Investors Service affirmed Levi Strauss & Co.'s Corporate
Family & Probability of Default ratings at B1 and also continued
its positive outlook on the company's ratings.

LS&Co's B1 rating reflects the company's strong market position in
the highly competitive denim and casual slacks categories and its
high financial leverage.  The current ratings also incorporate
expectations that the company is likely to face challenging
economic conditions in the US and overseas due to weakness in
consumer spending.  The company's large retailer customers, such
as US Department Stores, are expecting weakness in sales and this
is likely to impact LS&Co's performance in the near term.  In
addition, the strengthening US$ is an additional headwind as the
company derives a substantial portion of its earnings overseas.

Moody's rating outlook remains positive as while the uncertain
macro economic environment tempers Moody's outlook in the near
term, Moody's believe the company's overall franchise strength
remains solid, given the iconic nature of the company's brand.
Further, LS&Co's overall financial position has been improving as
it has reduced debt and refinanced higher cost debt at lower
costs.  If the company can maintain reasonably resilient
performance in the current macroeconomic environment upward rating
momentum would build.

These ratings were affirmed and LGD assessments amended:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B1
  -- Senior Unsecured Notes at B2 (LGD 4, 68% from LGD 4, 67%)

Moody's last rating action on Levi Strauss & Co was on August 16,
2007 when ratings were affirmed and the outlook was revised to
positive from stable.

San Francisco, California based Levi Strauss & Co. markets apparel
products in more than 110 countries primarily under the "Levi's",
"Dockers" and "Signature by Levi Strauss" brands.  The company had
global net revenues of approximately $4.3 billion for the LTM
period ending March 1, 2009.


LONG SHOT PROPERTIES: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Long Shot Properties, LLC
          aka Wildhorse Golf Course
        2323 Rockwell Dr
        Davis, CA 95616

Bankruptcy Case No.: 09-28044

Chapter 11 Petition Date: April 27, 2009

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

Judge: Thomas Holman

Debtor's Counsel: David M. Meegan, Esq.
                  11341 Gold Express Dr #110
                  Gold River, CA 95670
                  Tel: (916) 925-1800
                  Fax: (916) 925-1265
                  Email: mgillis@mhksacto.com

Total Assets: $1,835,365.71

Total Debts: $4,716,416.67

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

             http://bankrupt.com/misc/caeb09-28044.pdf

The petition was signed by Paul Kolarik, president of the Company.


LUBBOCK HOUSING: Moody's Affirms 'Ba3' Rating on Refunding Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings for the Lubbock
Housing Finance Corporation Multi-family Revenue Refunding Bonds
(Las Colinas, Quail Creek and Parkridge Place Apartment projects),
Series 2002 A&B at Ba3 and Subordinate Series 2002C bonds at B1.
The outlook is changed to positive.  The rating affirmation
reflects significant increases in rental revenue and strengthened
debt service coverage.  The positive outlook reflects the
potential for an upgrade if the trend of strength is maintained in
2009.

All of the properties were built in 1983 and are located
approximately six miles southwest of the Lubbock central business
district. The neighborhood is largely residential, with
development along the South Loop 289 thoroughfare.  Texas Tech
University is located within one to two miles of the submarket.

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

                   Recent Developments/Results

After competition from newer complexes had a negative impact on
occupancy at the projects in recent years, occupancy and revenues
greatly improved in 2008.  The weighted average monthly occupancy
for the three properties was 93% in 2008 after a weak at 88% in
December 2007. Quail creek continues to perform well with 96.3%
occupancy (2008 monthly average), while Las Colinas and Parkridge
are weaker with occupancies of 93% and 89% respectively.

The debt service coverage ratio derived from 2007 financial
statements was 1.17 for senior debt and 1.12x for subordinate
debt.  This improved substantially to 1.34x and 1.29x for 2008 due
largely to a sharp 8.2% increase in rental revenues over 2007.
The owner has been making substantial contributions to the reserve
and replacement fund in excess of the Indenture requirement.  The
owner contributed $481,847 in 2007 and $225,389 in 2008.  Moody's
considers the owner's investment in the property a strength as it
improves the property's attractiveness.  Moody's also recognizes
this is not a requirement and the contributions cannot be counted
on in the future.

                             Outlook

The outlook for senior and subordinate debt is positive reflecting
the potential for an upgrade if the trend of financial strength is
maintained in 2009.


MERUELO MADDUX: Stephen Taylor Discloses 7.9% Equity Stake
----------------------------------------------------------
Stephen S. Taylor disclosed that he has beneficial ownership of
1,104,958 shares of Meruelo Maddux Properties, Inc. -- of which
824,538 shares are held in an individual retirement account for
his benefit.  Taylor International Fund, Ltd., has beneficial
ownership of 5,851,600 shares.

Mr. Taylor may be deemed to own beneficially a total of 6,956,558
shares, constituting 7.9% of Meruelo Maddux's shares of common
stock outstanding as of December 31, 2008.  Mr. Taylor has the
sole power to vote and to dispose or direct the disposition of
6,759,939 shares of Meruelo Maddux common stock.

Taylor Asset Management Inc. is the investment manager of Taylor
International Fund.  Taylor Asset Management is a professional
asset management firm which is controlled by Mr. Taylor.

Mazama Capital Management Inc., meanwhile, disclosed a 1.22%
equity stake in the Company.  Mazama holds 1,073,382 Company
shares.

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No.: 09-13356).
John J. Bingham, Jr., Esq. represents the Debtors in their
restructuring efforts.  The Debtors' financial condition as of
December 31, 2008, showed estimated assets of $681,769,000 and
estimated debts of $342,022,000.


MERUELO MADDUX: To Be Delisted From Nasdaq Effective May 4
----------------------------------------------------------
NASDAQ Stock Market LLC informed the Securities and Exchange
Commission that it will remove from listing and registration the
common stock of Meruelo Maddux Properties, Inc.

As reported by the Troubled Company Reporter on April 7, 2009,
Meruelo Maddux received a Nasdaq staff determination notice.  The
notice stated that the company was not in compliance with Nasdaq
Marketplace Rules 4300, 4450(f) and IM-4300 because the company
and numerous subsidiaries filed voluntary petitions in California
for relief under Chapter 11 of the United States Bankruptcy Code.

Nasdaq said it has determined to remove from listing the common
stock of Meruelo Maddux, effective at the opening of the trading
session on May 4, 2009.  Based on a review of the information
provided by the Company, Nasdaq Staff determined that the Company
no longer qualified for listing on the Exchange pursuant to
Marketplace Rules 5100, 5110(b), and IM-5100-1.

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

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
John J. Bingham, Jr., Esq. represents the Debtors in their
restructuring efforts.  The Debtors' financial condition as of
December 31, 2008, showed estimated assets of $681,769,000 and
estimated debts of $342,022,000.


MUZAK HOLDINGS: Cleared to Continue Operating Library of Songs
--------------------------------------------------------------
Peter Iacobelli at The Associated Press reports that Muzak
Holdings LLC has been cleared to keep operating its library of
more than 2.6 million songs.  Muzak Holdings plans to emerge from
bankruptcy fairly quickly as it restructures its $436 million
debt, the report says.

According to The AP, Muzak has thousands of CD box sets stored at
its headquarters.  The music, says The AP, is all by original
artists.

Citing Miller Tabak Roberts Securities managing director Matthew
Dundon, The AP relates that Muzak will emerge from Chapter 11
bankruptcy into a tough spot.  Retailers, according to The AP, are
closing and fewer new potential clients are emerging.  The AP
states that Muzak was already having trouble growing and its 2008
revenue of $249 million was essentially flat from 2007.

The AP reports that Muzak tried to merge in 2008 with a rival, DMX
Inc., but the deal fell apart as the credit markets soured in
September 2008.  According to The AP, DMX's marketing vice
president Brian McKinley said that the Company might reconsider a
deal with Muzak.

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
February 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422).
Moelis & Company is serving as financial advisor to the Company.
Kirkland & Ellis LLP is the Debtor's counsel.  Klehr Harrison
Harvey Branzburg & Ellers has been tapped as local counsel.  In
its bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million each.


NATIONAL SECURITY GROUP: A.M. Best Keeps "bb" Issuer Credit Rating
------------------------------------------------------------------
A.M. Best Co.has revised the outlook to negative from stable and
affirmed the financial strength rating (FSR) of B++ (Good) and
issuer credit ratings (ICR) of "bbb" of National Security Group
(National Security) and its member, National Security Fire and
Casualty Company.  A.M. Best also has revised the outlook to
negative from stable and affirmed the ICR of "bb" of National
Security's parent company, The National Security Group, Inc.
[NASDAQ: NSEC].

Additionally, A.M. Best has affirmed the FSR of B+ (Good) and ICR
of "bbb-" of National Security's wholly owned subsidiary, Omega
One Insurance Company, Inc (Omega One). Concurrently, A.M. Best
has affirmed the FSR of B (Fair) and ICR of "bb" of the
life/health company, National Security Insurance Company.  The
outlook for these ratings is stable. All companies are domiciled
in Elba, AL.

The negative outlook of National Security reflects the recent
decline in its risk-adjusted capitalization and continued exposure
to losses from weather-related events.  The group's negative
operating performance in 2008 was largely due to a record
frequency of tornado and windstorm events and hurricane losses,
which are a result of National Security's geographic and product
concentration in the Gulf Coast states.  However, in an effort to
improve underwriting results and minimize the potential impact of
future weather events, management continues to implement coastal
risk reductions, higher deductibles and rate increases.
Additionally, the group reported sizable unrealized capital losses
resulting from unprecedented capital market volatility, which
contributed to its reduction in capitalization.

The ratings of Omega One acknowledge its low underwriting leverage
and generally favorable operating performance.  Partially
offsetting these positive rating factors is the company's limited
business profile, which leaves it susceptible to severe weather-
related losses, as evidenced in 2008.

The ratings of National Security Insurance Company recognize the
limited geographic profile and continued decline in its capital
and surplus due to investment losses.  The ratings also reflect
the company's favorable level of risk-adjusted capitalization and
net operating gain recorded at year-end 2008, although the large
realized capital loss at year end resulted in a net loss for the
fourth consecutive year.


NIELSEN COMPANY: Moody's Assigns 'Caa1' Rating on $500 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Caa1 rating to The Nielsen
Company B.V.'s proposed issue of US$500 million of senior notes
due 2016 via its subsidiaries, Nielsen Finance LLC and Nielsen
Finance Co (the Issuers) in a private offering.  Nielsen intends
to use the proceeds of the issue for general corporate purposes,
which may include capital expenditures or which may in the future
include retiring portions of the Issuers' term loan indebtedness
outstanding under its senior secured credit facilities, the
Issuers' 10% Senior Notes due 2014, the Issuers' 11 5/8% Senior
Notes due 2014, the Issuers' 12½% Senior Subordinated
Discount Notes due 2016, the Parent's 11 1/8% Senior Discount
Notes due 2016 and/or any of the Parent's debenture loans issued
under its Euro Medium Term Note program, as well as to pay other
obligations related to such indebtedness.  The assigned rating
assumes that there will be no material variations to the draft
legal documentation reviewed by Moody's.  Nielsen's B2 Corporate
Family Rating and all other ratings remain unchanged.

Nielsen's B2 CFR reflects the still considerable leverage of the
company, execution risks from the company's ongoing corporate
transformation and cost-cutting plans, continuing competitive and
price challenges for Nielsen's Consumer Services division as well
as downward revenue pressure in the ongoing macro-economic
downturn, in particular for those businesses exposed to
discretionary client spending (~30% of revenues).  Underpinning
the ratings against these challenges are Nielsen's strong
international business positions with a track record of steady
revenue growth and meaningful profit improvements since the
company's LBO in 2006, high barriers to entry, a well-defined
business transformation plan (including further cost management
potential) and continued good progress towards its implementation.
For a more detailed discussion of Nielsen's ratings, please refer
to the recently published credit opinion dated April 27, 2009.

The last rating action was on March 29, 2007 when Moody's
implemented its Loss Given Default and Probability of Default
rating methodology to the non-financial speculative-grade
corporate issuers in Europe, Middle East and Africa including
Nielsen.

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

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.


NIELSEN FINANCE: S&P Puts 'B-' Issue-Level Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned the proposed
$500 million senior unsecured notes due 2016 issued by co-
borrowers Nielsen Finance LLC and Nielsen Finance Co. its issue-
level rating of 'B-' (one notch lower than the 'B' corporate
credit rating on parent company The Nielsen Co. B.V.).  S&P also
assigned this debt a recovery rating of '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  (For the recovery analysis, see Standard &
Poor's recovery report on Nielsen, to be published as soon as
possible following the release of this report.)

Proceeds of the new notes will be used for capital expenditures
and other general corporate purposes, including retiring The
Nielsen Co. B.V.'s GBP250 million 5.625% putable notes due in 2010
or 2017, a portion of The Nielsen Co. B.V.'s EUR50 million
floating-rate notes due 2010, and/or other indebtedness.

The corporate credit rating on New York City-based Nielsen is 'B'
and the rating outlook is stable.  The rating reflects the
company's highly leveraged capital structure, its track record of
frequent acquisitions that have deferred deleveraging, the
continuing investment required to remain competitive in the
evolving marketing information industry, and ongoing customer
pressure on prices and service levels that underpin the need for
an efficient cost base.  Nielsen's strong market positions in
media measurement and retail marketing information, and
significant recurring revenues partially offset these factors.

                          Ratings List

                      The Nielsen Co. B.V.

         Corporate Credit Rating            B/Stable/--

                           New Rating

                       Nielsen Finance LLC
                       Nielsen Finance Co.

              $500M sr unsecd nts due 2016       B-
                Recovery Rating                  5


NIELSEN FINANCE LLC: S&P Puts 'B-' Rating on $500MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned the proposed
$500 million senior unsecured notes due 2016 issued by co-
borrowers Nielsen Finance LLC and Nielsen Finance Co. its issue-
level rating of 'B-' (one notch lower than the 'B' corporate
credit rating on parent company The Nielsen Co. B.V.).  S&P also
assigned this debt a recovery rating of '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  (For the recovery analysis, see Standard &
Poor's recovery report on Nielsen, to be published as soon as
possible following the release of this report.)

Proceeds of the new notes will be used for capital expenditures
and other general corporate purposes, including retiring The
Nielsen Co. B.V.'s GBP250 million 5.625% putable notes due in 2010
or 2017, a portion of The Nielsen Co. B.V.'s EUR50 million
floating-rate notes due 2010, and/or other indebtedness.

The corporate credit rating on New York City-based Nielsen is 'B'
and the rating outlook is stable.  The rating reflects the
company's highly leveraged capital structure, its track record of
frequent acquisitions that have deferred deleveraging, the
continuing investment required to remain competitive in the
evolving marketing information industry, and ongoing customer
pressure on prices and service levels that underpin the need for
an efficient cost base.  Nielsen's strong market positions in
media measurement and retail marketing information, and
significant recurring revenues partially offset these factors.

                          Ratings List

                      The Nielsen Co. B.V.

         Corporate Credit Rating            B/Stable/--

                           New Rating

                       Nielsen Finance LLC
                       Nielsen Finance Co.

              $500M sr unsecd nts due 2016       B-
                Recovery Rating                  5


OILEXCO NORTH: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Roy Bailey
                       Alan Robert Bloom
                       Colin Peter Dempster
                       and Thomas Merchant
                       as joint administrators

Chapter 15 Debtor: Oilexco North Sea Limited
                   1 More London Place
                   London SE1 2AF
                   England

Chapter 15 Case No.: 09-12641

Type of Business: The Debtor is an oil and gas exploration and
                  production company.

                  See http://www.oilexco.com/

Chapter 15 Petition Date: April 28, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Chapter 15 Petitioner's Counsel: Howard Seife, Esq.
                                 hseife@chadbourne.com
                                 Chadbourne & Parke LLP
                                 30 Rockefeller Plaza
                                 New York, NY 10112
                                 Tel: (212) 408-5361
                                 Fax: (212) 541-5369

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


PARK LANE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Park Lane I, LLC
        460 Park Avenue, 13th Floor
        New York, NY 10022

Bankruptcy Case No.: 09-12635

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
515 West 168th Realty, LLC                         09-12637
PL I-1, LLC                                        09-12644
PL I-2, LLC                                        09-12646

Chapter 11 Petition Date: April 28, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Howard Greenberg, Esq.
                  hgreenberg@ravingreenberg.com
                  Ravin Greenberg, LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by Bruno De Vinck.


PENINSULA GAMING: S&P Affirms Corporate Credit Rating at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dubuque, Iowa-based Peninsula Gaming LLC.  The
rating outlook is stable.

At the same time, S&P revised its recovery rating on Peninsula's
$225 million senior secured notes due 2012 to '4', indicating
S&P's expectation of average (30% to 50%) recovery for noteholders
in the event of a payment default, from '3'.  The issue-level
rating on this debt remains 'B+' (at the same level as the 'B+'
corporate credit rating on the company).  The revised recovery
rating reflects a reduction in S&P's assumed emergence multiple to
6.5x from 7.0x, due to the challenging operating conditions in the
gaming sector, which have driven more volatility in cash flow
generation than S&P had previously contemplated.

"The 'B+' corporate credit rating reflects Peninsula's small
portfolio of second-tier assets and the company's high debt
leverage," noted Standard & Poor's credit analyst Ariel
Silverberg.  "These factors are somewhat offset by the strong
operating performance at the Diamond Jo Worth property and the
opening of the new Diamond Jo facility in Dubuque."

Peninsula owns and operates the Evangeline Downs Racetrack and
Casino, a "racino" in Opelousas, La.; the Diamond Jo Casino in
Dubuque, Iowa; and the Diamond Jo Worth Casino in Northwood, Iowa.
The new land based Diamond Jo Casino in Dubuque opened on Dec. 10,
2008.  The new facility currently includes 984 slot machines, 18
table games, and a five-table poker room, as well as various other
amenities.  Evangeline Downs is currently the largest contributor
to revenue and EBITDA, representing 51% of revenue and 46% of
property level EBITDA for 2008.  The property currently offers
1,426 slot machines, as well as various food and beverage
amenities.  In addition, Evangeline Downs operates four off-track
betting establishments in Louisiana, which offer 189 video poker
machines combined.

Given current trends in the gaming markets in which Peninsula
operates, along with incremental revenue and EBITDA from the new
Dubuque facility, S&P currently expects revenue and EBITDA in 2009
to grow in the low-single-digit area.  S&P therefore expects
leverage, as measured by total adjusted debt to EBITDA, to trend
lower, toward the low-5.0x area by the end of 2009.  At Dec. 31,
2008, adjusted debt to EBITDA was 5.7x.


PHOENIX MC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Phoenix MC, Inc.
          aka Phoenix Motor Cars, Inc.
          aka Phoenix Motorcars
          aka Phoenix Motor Cars
        401 S. Doubleday Avenue
        Ontario, CA 91761

Bankruptcy Case No.: 09-18312

Chapter 11 Petition Date: April 27, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Scott H. Yun, Esq.
                  1901 Ave of the Stars Ste 1200
                  Los Angeles, CA 90067
                  Tel: (310) 228-5750
                  Fax: (310) 228-5788
                  Email: syun@stutman.com

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

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

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

             http://bankrupt.com/misc/cacb09-18312.pdf

The petition was signed by Daniel J. Elliott, president and CEO of
the Company.


POWERTRAIN RECYCLING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Powertrain Recycling, Inc,
        2103 North Seventh St.
        Harrisburg, PA 17110

Bankruptcy Case No.: 09-03186

Chapter 11 Petition Date: April 27, 2009

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

Debtor's Counsel: Robert L. Knupp, Esq.
                  Knupp Law Offices, LLC
                  407 North Front Street
                  PO Box 630
                  Harrisburg, PA 17108
                  Tel: (717) 238-7151
                  Fax: (717) 238-5258
                  Email: knuppbkcy@yahoo.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/pamb09-03186.pdf

The petition was signed by Barry Blank, president of the Company.


PREVENTION LABORATORIES: Can Hire Douglas A. Antonik as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
authorized Prevention Laboratories, L.L.C., to employ Douglas A.
Antonik, Esq. and Antonik Law Offices as counsel.

Mr. Antonik is expected to represent Debtor in all matters
pursuant to this Chapter 11 case.

Mr. Antonik told the Court that his hourly rate is $225.  The
hourly rates of other professionals working on the Chapter 11 case
are:

     Larry Lauterjung, associate attorney     $150
     Luke DeSmet, associate attorney          $150
     Paralegals                            $50 - $65

Mr. Antonik added that the Debtor has paid the firm a $40,000
retainer.

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

Mr. Antonik can be reached at:

     Antonik Law Offices
     3405 Broadway
     P.O. Box 594
     Mt. Vernon, IL 62864
     Tel: (618) 244-5739
     Fax: (618) 244-9633

                   About Prevention Laboratories

Headquartered in Marion, Illinois, Prevention Laboratories, L.L.C.
-- http://www.preventionlabs.com/-- makes and sells hygiene
products.  The Company filed for Chapter 11 on April 21, 2009
(Bankr. S. D. Ill. Case No. 09-40678).  Douglas A. Antonik, Esq.,
represents the Debtor in its restructuring efforts.  The Debtor
listed total assets of $38,275,349 and total debts of $6,430,386.


PRICELINE.COM INC: S&P Gives Positive Outlook; Keeps 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Norwalk, Connecticut-based online travel agency Priceline.com Inc.
to positive from stable.  Ratings on the company, including the
'BB-' corporate credit rating, were affirmed.

"The outlook revision is based on Priceline.com's good operating
performance in a difficult leisure travel market," noted Standard
& Poor's credit analyst Andy Liu.  "The company appears to be
gaining market share from its much larger competitors.
Furthermore, Priceline.com's credit measures have been steadily
improving from a combination of debt reduction and EBITDA growth."

The rating on Priceline.com reflects the highly competitive online
travel agency market, some supplier concentration among airlines
and hotels, and lower incentive fees from travel service
processors.  The company's good competitive position in the
European online travel market, its market-leading "name your own
price" bid-based business, low leverage, and positive
discretionary cash flow are positives.

Priceline.com's European hotel operation is one of the key drivers
behind the company's good operating performance.  Through
Booking.com, the company's hotel-booking engine in Europe,
Priceline.com established an early footprint in many secondary and
tertiary tourist destinations, ahead of its competitors.  As a
result, the company has benefited from growing interest in these
markets.  Priceline.com's competitors include Expedia.com and
Orbitz, which have much better representation in major European
destinations, such as London and Paris.  Many are now shifting
their attention to secondary and tertiary destinations, but it
will take some time before they can build critical mass in these
areas.  Additionally, the recession has sharpened consumers' focus
on value.  This has benefited Priceline.com, which has
successfully positioned itself as a provider of value travel
services with its "name your own price" product offering.

Revenue growth in the fourth quarter was strong, at 21% over the
prior-year period.  International gross bookings were up 28% year
over year in the fourth quarter, despite unfavorable foreign
exchange movements and lower average daily rates.  Domestic gross
bookings increased by 31% in the quarter year over year, driven by
robust growth in the sale of "name your own price" and retail
airline tickets, and hotel room night sales.  S&P expects that the
gross booking growth rate will moderate due to difficult economic
conditions worldwide.

The EBITDA margin increased to 17.6% in 2008, from 15.2% in the
prior year.  Growth in high-margin agency revenue from Booking.com
and good operating leverage drove the margin expansion.  Lease-
adjusted EBITDA coverage of interest and lease-adjusted total debt
to EBITDA were strong, at 26.2x and 1.2x, respectively.  These
ratios represent a marked improvement over the prior year's ratios
of 18.8x and 2.6x.  The company generated good discretionary cash
flow, converting about 79.7% of EBITDA into discretionary cash
flow, versus 61.4% the previous year.  Standard & Poor's expects
that the company will continue to generate healthy discretionary
cash flow despite economic pressures.


PRIMUS TELECOM: Court Approves 3rd Amended Disclosure Statement
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved on Monday the disclosure statement explaining
the third amended plan of reorganization filed by Primus
Telecommunications Group, Inc., and its debtor-affiliates.

The Court held that the disclosure statement contains adequate
information as required under Section 1125 of the Bankruptcy Code.

The Court will convene a hearing June 12 at 10:00 a.m. to consider
confirmation of the Plan.  Parties-in-interest have until June 5
to file confirmation objections.

The Court also authorized the Debtors to start soliciting plan
votes.  Impaired creditors have until June 5 to cast a vote.

The Debtors filed their Third Amended Plan and Disclosure
Statement on April 24.  They filed a Second Amended Plan and
Disclosure Statement on April 20.

   * First Lien Secured Term Loan Claims, est. $96.25 million

     Under the Amended Plan, First Lien Secured Term Loan Claims
     in Classes 3A, 3B, 3C, and 3D under the Plan will be
     reinstated, as modified.

     On April 14, certain lenders under the $100 million senior
     secured term loan among the lenders; Primus
     Telecommunications Holding, Inc., Primus Telecommunications
     Group, Inc. as obligors; and certain affiliated subsidiary
     guarantors, agreed to amend the Term Loan.  The Term lenders
     also entered into a forbearance agreement, agreeing to
     forbear certain remedies arising out of the Chapter 11 Cases.

   * IHC Second Lien Note Claims, est. $173 million

     Holders of IHC Second Lien Note Claims in Classes 4A, 4B, and
     4C will receive their pro rata share of Modified IHC Second
     Lien Notes in the amount of $123 million and 50% of the
     Distributable New Equity in the reorganized company.  The
     Debtors will also pay for the legal costs of Andrews Kurth
     LP, counsel the ad hoc group of IHC Second Lien Note Claim
     holders.  IHC Second Lien Note Claim holders are expected to
     recover 92% to 100%.

   * Group Notes Claims, est. $57 million

       $34.2 million of 3-3/4% Convertible Senior Notes,
        $8.6 million of Step Up Convertible Subordinated
             Debentures,
       $14.2 million of 12-3/4% Senior Notes, plus
       all accrued and unpaid interest owing

     Holders of Group Notes Claims in Class 6A will receive
     warrants in the event the Holder votes for the Plan.
     Otherwise, they get nothing.  The Debtors will pay the fees
     of counsel for Deutsche Bank National Trust Company as
     Indenture Trustee for Group's 3-3/4% Convertible Senior Notes
     due 2010 and Group's 12-3/4% Senior Notes due 2009, and HSBC
     Bank USA, N.A as Indenture Trustee for Group's Step Up
     Convertible Subordinated Notes due 2009.

   * Old Common Stock Interests

     Holders of common stock in Class 10(a)A will receive
     so-called Contingent Value Rights in the event Classes 6A and
     10(a)A vote for the Plan.  If either classes reject the Plan,
     class 10(a)A will get nothing.

   * Other Interests and Subordinated Claims

     Holders of Other Interests in Class 10(b)A and Subordinated
     Claims in Class 10(c)A are out of the money.

Holders of General Unsecured Claims and Intercompany Claims are
unimpaired under the Plan.

At the request of the Debtors, CRT Investment Banking LLC
performed a valuation analysis of Reorganized Group.  The total
enterprise value of Reorganized Group was assumed for the purposes
of the Plan by the Debtors, based on advice from CRT, to be
between approximately $320 million to $360 million -- with a
baseline midpoint of $340 million -- as of an assumed Plan
Effective Date on or about the beginning of July 2009.

                       Term Loan Amendments

The Term Loan Modification Term Sheet contemplates that Primus
Holding or a Guarantor will continue to make interest payments as
currently provided for in the Term Loan.  The Term Loan
Modification Term Sheet contemplates that the amortization
schedule under the Term Loan will be modified so that principal
payments will be due on these dates and in these amounts:

                                     Principal
   Payment Date                 Payment Amount
   ------------                 --------------
   March 31, 2009                 $250,000
   June 30, 2009                  $250,000
   September 30, 2009             $925,000
   December 31, 2009              $925,000
   March 31, 2010                $1,400,000
   June 30, 2010                 $1,400,000
   September 30, 2010            $1,400,000
   December 31, 2010             $1,400,000
   February 18, 2011        Remaining Outstanding
                                  Principal

In connection with the Term Loan Modification Term Sheet, the
interest rate feature would change upon consummation of the Plan
to (i) a cash payment of LIBOR plus 9.00% with a LIBOR floor of
3.00% or (ii) a cash payment of LIBOR plus 7.00% with a LIBOR
floor of 3.00% and 4.00% in a payment in kind; either interest
rate option will be selected at Holding's option with notice 30
days prior to each interest payment date.

The Term Loan Modification Term Sheet provides for:

   * the replacement of Lehman Commercial Paper Inc., as
     Administrative Agent under the Term Loan, with a replacement
     agent reasonably acceptable to the Company and the Term Loan
     lenders;

   * first priority liens in all of the Collateral, except for
     Permitted Liens, with the same collateral basket as the Term
     Loan, subject to exceptions for certain specified account
     control agreements;

   * mandatory prepayments from (1) 25% of the proceeds of certain
     equity issuances (including 25% of the cash of businesses
     acquired in exchange for equity), (2) proceeds from debt
     issuances (other than as permitted under the Limitation of
     Indebtedness covenant), and (3) 80% of net cash proceeds from
     Asset Sales or insurance recoveries not otherwise reinvested
     in the business as provided thereunder; and

   * the ability of Holding to purchase annually up to $5 million
     in principal amount of Term Loans by Group or its affiliates
     at less than par in negotiated transactions without being
     subject to the pro-rata provisions (or purchases in excess of
     such annual amount by way of an offer to all holders of
     Loans) and the obligation to cancel Term Loans purchased by
     Group or its affiliates (without voting rights in respect of
     such acquired Term Loans).

The Term Loan Modification Term Sheet provides for the
modification of Term Loan covenants concerning the incurrence of
debt, including the elimination of most of the exceptions to the
limitation on debt incurrence other than

   (a) an aggregate of $50 million of specified Indebtedness -- of
       which approximately $40 million is currently outstanding;

    (b) an additional unsecured debt basket of up to an aggregate
        dollar cap of $7.5 million;

   (c) debt to finance acquisitions, which would be limited to 2.5
       times the annual EBITDA acquired and satisfy certain
       Acquisition Debt Standards; and

   (d) additional permitted debt, including debt arising from the
       use of PIK.

The Term Loan Modification Term Sheet provides for the inclusion
of financial covenants concerning Minimum Adjusted EBITDA, Maximum
Debt and Maximum Capital Expenditures and provides that:

   * the Adjusted EBITDA covenant initially will be calculated
     beginning September 30, 2009 based on the trailing four
     quarters for the periods ended September 30, 2009 and
     December 31, 2009, and such calculations will be made using
     Specified constant currency rates (e.g., CAD-0.80; AUD-0.65;
     EUR-1.275 and GBP-1.40);

   * currency rates in effect on December 31, 2009 and June 30,
     2010 will be used for purposes of calculating compliance for
     quarters ended during the next succeeding six month periods,
     but such currency rates will not be used retroactively for
     any periods prior to such date;

   * Minimum Adjusted EBITDA compliance will be set at
     $50 million, calculated quarterly based upon the prior four
     quarters effective September 30, 2009.  Failure to meet the
     Minimum Adjusted EBITDA covenant will not be an Event of
     Default, except in circumstances noted in the succeeding
     proviso, and would result in a financial penalty of $250,000
     per quarter in incremental amortization plus a 50 basis point
     increase in the interest rate during the quarters of non-
     compliance, provided however that if the Adjusted EBITDA is
     below $42 million it will constitute an Event of Default.
     The minimum Adjusted EBITDA will be calculated quarterly
     based upon the last four quarters' results in a manner
     consistent with the definition used by the Company in past
     earnings releases, subject to the addition of reorganization
     cost adjustments and adjustments for divestitures and
     acquisitions.

   * Maximum Debt will be $270 million plus additional debt
     accrued from the use of PIK -- and for debt arising from
     acquisitions which debt would be limited to 2.5 times annual
     EBITDA acquired and as long as such debt satisfies
     Acquisition Debt Standards; the Maximum Debt covenant will be
     required to be maintained at all times following substantial
     consummation of the plan of reorganization; and

   * Maximum Capex will be $18 million in 2009 and $23 million in
     2010, calculated annually effective December 31, 2009, and
     subject to adjustment for divestitures and acquisitions.

                       Forbearance Agreement

The Primus Term Loan Parties and certain lenders under the Term
Loan on April 14, entered into the Forbearance Agreement.  The
Lenders agreed to forbear and to direct the Administrative Agent
to forbear from exercising any or all of their rights and remedies
under the Term Loan documents in respect of the Forbearance
Defaults and Covenants, including rights associated with Defaults
or Events of Default as a result of, arising in connection with,
or related to the bankruptcy filing.  The Forbearance Agreement
requires the Debtors to achieve this timeline:

   Failure Event                                   Trigger Date
   -------------                                   ------------
   Failure of Debtors to file amended
   plan of reorganization with treatment
   set forth in Term Loan Modification
   Term Sheet and amended disclosure
   statement with the Court on or before         April 20, 2009

   Failure of Bankruptcy Court to enter
   Order approving Amended Disclosure
   Statement, in form and substance
   reasonably satisfactory to the
   Required Lenders, on or before                  May 15, 2009

   Failure of Debtors and Required Lenders
   to modify agreements under Term Loan
   consistent with Term Loan Modification
   Term Sheet on or before                         May 15, 2009

   Failure of Bankruptcy Court to enter
   Order confirming the Amended Plan on
   or before                                      June 30, 2009

   Failure of Debtors to consummate the
   Amended Plan on or before                      July 15, 2009

   Failure of Debtors or non-Debtor
   subsidiaries to timely make, or fail
   payment of, scheduled principal or             Prior to Plan
   interest required under Term Loan             Effective Date

A full-text copy of the Second Amended Plan is available at no
charge at http://ResearchArchives.com/t/s?3c14

A full-text copy of the Second Amended Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?3c15

A full-text copy of the Third Amended Disclosure Statement is
available at no charge at http://bankrupt.com/misc/PrimusDS.PDF

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down By $461.5MM
-------------------------------------------------------------
Primus Telecommunications Group, Inc., and its debtor-affiliates
have delivered to the Securities and Exchange Commission their
Annual Report on Form 10-K for the year ended December 31, 2008.
About a week later, the Debtors filed an amendment to their 10-K
report to disclose information about management, including
executive compensation.

For year 2008, Primus posted a $25.03 million net loss on net
revenue of $895.8 million.  As of December 31, 2008, Primus had
$330.4 million in total assets and $791.9 million in total
liabilities, resulting in $461.5 million in stockholders' deficit.
As of December 31, 2008, the Company had an accumulated deficit of
$1.09 billion.

A full-text copy of Primus' Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3c12

A full-text copy of the amendment to Primus' Annual Report is
available at no charge at http://ResearchArchives.com/t/s?3c13

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No. 09-
10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


RAVELLO LANDING: Wants to Hire Gordon Silver as Bankruptcy Counsel
------------------------------------------------------------------
Ravello Landing, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Gordon Silver, Ltd.,
as counsel.

Gordon Silver will:

   a. prepare on behalf of the Debtor, as debtor-in-possession,
      all necessary or appropriate motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtor's estate;

   b. to take all necessary or appropriate actions in connection
      with a Plan or Plans of Reorganization and related
      disclosure statement and all related documents, and
      further actions as may be required in connection with the
      administration of the Debtor's estate;

   c) take all necessary actions to protect and preserve the
      estate of the Debtor, including the prosecution of actions
      on the Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to
      claims filed against the Debtor's estate; and

   d) perform all other necessary legal services in connection
      with the prosecution of this Chapter 11 case.

The Debtor tells the Court that for one-year period preceding its
petition date, the Debtor paid Gordon Silver $14,303 for legal
services rendered in connection with its restructuring.  Gordon
Silver also holds a $32,724 retainer.

The hourly rates of Gordon Silver's professionals are:

     Shareholders                  $410 - $610
     Associates                    $185 - $395
     Paraprofessionals                 $175
     Law Clerks                        $145

To the best of the Debtor's knowledge, Gordon Silver is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Gordon & Silver, Ltd.
     3960 Howard Hughes Parkway, 9th Flr.
     Las vegas, NV 89109
     Tel: (702) 796-5555

                     About Ravello Landing, LLC

Headquartered in Henderson, Nevada, Ravello Landing, LLC --
http://ravellolanding.com/-- owns a single asset real estate.
The Debtor filed for Chapter 11 protection on April 14, 2009
(Bankr. D. Nev. Case No. 09-15672).  Brigid M. Higgins, Esq., at
Gordon & Silver, Ltd., represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $30,162,526 and total
debts of $16,154,355.


RED TOP: Gets Bridge Order on $2.6MM DIP Loan from Secured Lenders
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
issued a bridge order authorizing Red Top Rentals, Inc., to:

   a) obtain postpetition financing of up to $2.6 million from the
      Debtor's prepetition secured senior lender;

   b) use prepetition cash collateral of the senior lender and to
      provide adequate protection to the senior lender;

   c) grant the DIP lender security interests in all of
      Debtor's owned and after-acquired property to secure the
      Debtor's obligations under the DIP loan; and

   d) grant the DIP Lender superpriority claims with respect to
      the Debtor's obligations under the DIP loan over any and all
      administrative expenses.

The Debtor's operations have been financed through cash flow from
business operations and from financing provided by M&I Marshall &
Ilsley Bank in participation with Indiana Bank & Trust.

As of Red Top's petition date, the senior lender has asserted
first priority secured claims against the Debtor in the principal
amount of not less than $20.0 million, by virtue of (a) the loan
agreement executed by the Debtor dated June 28, 2006, as amended;
(b) a note dated June 28, 2006, as amended,  in the principal
amount of $30.0 million; (c) a note dated June 28, 2006, as
amended, in the principal amount of $3.0 million; and (d) a
security agreement dated June 28, 2006, as amended.

The senior lender has asserted that the prepetition obligations
are secured by a duly perfected first priority security interest
and liens in substantially all of the Debtor's business assets,
with priority over all liens, claims, and interests of all other
persons and entities including the Debtor; that the prepetition
obligations constitute an allowable claim; and the prepetition
obligations are due and payable without defense, set off, or
counterclaim.

The senior lender maintains that the proceeds of the prepetition
collateral constitute cash collateral.  As of the petition date,
Debtor had cash in the sum of approximately $172,829, accounts
receivable of $7.0 million, and inventory of $20.0 million.

The Debtor notes that lenders other than the senior lender may
have an interest in Debtor's cash collateral, as interest in
rental income from the lease of Debtor's inventory which falls
within the definition of proceeds.  However the Debtor believes
that more than 90% of the cash collateral belongs to the senior
lender.  These lenders may include Caterpillar Financial Services
Corporation, CitiCapital Commercial Corporation, DeLage Landen
Financial Services, Inc., and Rudd Equipment Company, Inc.

The senior lender agreed to extend post-petition secured credit of
$2.6 million to the Debtor until the entry of the final order.

In particular, the Debtor will be and is authorized to obtain
credit from and incur secured indebtedness to lender as:

The Debtor was unable to obtain credit without the Debtor granting
liens on all of the assets of the Debtor.

                   Salient Terms of the DIP Loan

The cash collateral will be used by the Debtor to pay:

   A. its actual operating expenses, which are the same or
      similar to those experienced by it in the past operation of
      the business and which are necessary to the continued
      operation of the business;

   B. maintenance and preservation of property of the estate;

   C. current taxes incurred in the operation of the business;
      and

   D. payment of expenses associated with the Chapter 11 case,
      including United States Trustee's fees and professional fees
      and expenses.

The DIP Lender will receive perfected senior liens with priority
over all other liens attaching to Debtor's collateral.  The DIP
Lender is also granted replacement liens to provide the DIP Lender
with adequate protection.  The Debtor's postpetition lien and
replacement liens will have priority as well.

                    About Red Top Rentals, Inc.

Headquartered in Indianapolis, Indiana, Red Top Rentals, Inc. --
http://www.redtoprentals.com/-- rents construction equipment
including trucks, dozers, scrapers, excavators, graders, rubber-
tired loaders, crawler loaders, loader-backhoes, hydraulic
hammers, skid steer loaders, sheepsfoot rollers, smooth drum
rollers, draglines and other construction related items.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. S. D.
Ind. Case No. 09-05229).  Jeffrey M. Hester, Esq., at Tucker
Hester, LLC, represents the Debtor in its restructuring efforts.
The Debtor listed total assets of $23,249,558 and total debts of
$32,892,169.


RED TOP: Wants to Hire Tucker Hester as General Bankruptcy Counsel
------------------------------------------------------------------
Red Top Rentals, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to employ Tucker Hester, LLC, as
general counsel.

Tucker Hester will:

   a. take necessary actions to protect and preserve the Debtor's
      estate, including the prosecution of actions on the Debtor's
      behalf, the defense of any actions commenced against the
      Debtor, the negotiation of disputes in which the Debtor is
      involved, and the preparation of objections to claims filed
      against the Debtor's estate;

   b. prepare on behalf of the Debtor, as debtor-in-possession,
      necessary or appropriate motions, applications, answers,
      orders, reports and other papers in connection with the
      administration of the Debtor's estate;

   c. provide advice, representation, and preparation of necessary
      documentation and pleadings regarding debt restructuring,
      statutory bankruptcy issues, postpetition financing,
      securities laws, real estate, employee benefits,
      environmental, business and commercial litigation, tax, and,
      as applicable, asset dispositions;

   d. counsel the Debtor with regard to its rights and obligations
      as debtor-in-possession, and its powers and duties in the
      continued management and operations of its businesses and
      properties;

   e. take necessary or appropriate actions in connection with a
      Plan or Plans of Reorganization and related disclosure
      statement and all related documents, and further actions as
      may be required in connection with the administration of the
      Debtor's estate; and

   f. act as general bankruptcy counsel for the Debtor and perform
      all other necessary or appropriate legal services in
      connection with the Chapter 11 case.

The hourly rates of professionals working in the Chapter 11 case
are:

     William J. Tucker, member                      $425
     John K. McDavid, of counsel                    $350
     Jeffrey M. Hester, member                      $325
     Edward B. Hopper, II, associate                $325
     Steven K. Dick, of counsel                     $315
     Niccole R. Sadowski, associate attorney        $275
     Lara B. O'Dell, associate attorney             $275
     Kathy Shamblin, legal assistant                $120
     Tracy Wilkerson, legal assistant               $120
     Beth Adams, legal assistant                    $120
     Christina Cremeans, legal assistant            $120
     Lisa Bierman, legal assistant                  $120

Prior to the Red Top's petition date, the Debtor paid an initial
retainer of $160,000.  There remains $127,610 in the retainer
after application of prepetition services and expenses.  The firm
was also paid from Debtor's operations for most prefiling billing
of $218,588.

Mr. Hester assures the Court that Tucker Hester is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Hester can be reached at:

     Tucker Hester, LLC
     429 N. Pennsylvania St., Ste. 100
     Indianapolis, IN 46204-1816
     Tel: (317) 833-3030
     Fax: (317) 833-3031

                    About Red Top Rentals, Inc.

Headquartered in Indianapolis, Indiana, Red Top Rentals, Inc. --
http://www.redtoprentals.com/-- rents construction equipment
including trucks, dozers, scrapers, excavators, graders, rubber-
tired loaders, crawler loaders, loader-backhoes, hydraulic
hammers, skid steer loaders, sheepsfoot rollers, smooth drum
rollers, draglines and other construction related items.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. S. D.
Ind. Case No. 09-05229).  Jeffrey M. Hester, Esq., at Tucker
Hester, LLC, represents the Debtor in its restructuring efforts.
The Debtor listed total assets of $23,249,558 and total debts of
$32,892,169.


REGENT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Covington, Kentucky-based Regent Communications Inc. to
'CCC' from 'CCC+'.

S&P also lowered its issue-level rating on subsidiary Regent
Broadcasting LLC's secured credit facilities to 'CCC' from 'CCC+',
in accordance with the corporate credit rating change.  The
recovery rating on this debt remains unchanged at '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery for lenders
in the event of a payment default.

The corporate credit and issue-level ratings on the company remain
on CreditWatch with developing implications, where they were
placed on April 8, 2009.

"The downgrade and continued CreditWatch listing reflect
uncertainty regarding the ultimate outcome of negotiations with
lenders as the company nears the end of its 30-day grace period to
remedy a "specified default" under its credit agreement,"
explained Standard & Poor's credit analyst Michael Altberg.

Regent's auditors had raised doubt whether the company could
continue as a going concern in its 10-K, based on their lack of
certainty whether Regent could remain within financial covenant
compliance in 2009.  The going concern opinion triggered an event
of default under the credit agreement.

"Developing" implications suggest that ratings could be either
raised or lowered, depending on whether Regent can obtain an
amendment and on what terms.  If the company is able to obtain an
amendment, 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 meaningful EBITDA declines in 2009 (20% to 25%
range) and a potentially muted rebound in 2010, S&P could raise
the rating.  Under this scenario, S&P expects upgrade potential of
at least one notch, and as much as two notches depending on the
extent of covenant relief and S&P's outlook for 2010.  On the
other hand, if the company is unable to obtain an amendment, S&P
could further lower the rating.

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 the
company has 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 views 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.


RENAISSANCE CUSTOM: May File Reorganization Plan Mid-May
--------------------------------------------------------
Wendy Culverwell at Portland Business Journal reports that
Renaissance Custom Homes LLC expects to file its reorganization
plan in May.

Business Journal relates that Renaissance Custom has until May 9
to submit its reorganization plan to the court.  Business Journal
states that Timothy J. Conway, Esq., at Tonkon Torp LLP, who
represents Renaissance in its bankruptcy proceedings, expects to
seek an extension and will file the plan by the middle of May.

According to Business Journal, Renaissance Custom could emerge
from bankruptcy as early as September.  Business Journal relates
that Renaissance President Randy Sebastian and the Company's
bankruptcy attorney said that the Company and its two sister firms
are strong and well on the way to emerging from bankruptcy.

Business Journal states that Renaissance Custom reported in
February 2009 that it had $13,449 in cash, which then improved in
March 2009 as sales picked up.  Court documents say that
Renaissance Custom reported that it had $45,214 in cash in March.

According to Business Journal, Renaissance Custom has $1.7 million
available on a $1.975 million line of credit from Sterling Savings
Bank.  Business Journal Renaissance says that Custom President
Sebastian and his wife also contributed $1.8 million in personal
funds to the Company's continued operations and will contribute
another $6.5 million from their 2008 federal income tax return,
bringing the total to more than $8 million, or about $2 million.
The report states that most of the money Renaissance Custom
received hasn't been used.

Renaissance Custom has sold 11 homes this year and is currently
negotiating to sell five more houses, Business Journal reports,
citing Mr. Sebastian.

Business Journal relates that these banks are also offering fixed-
rate mortgages with interest rates below 4%:

     -- Sterling,
     -- Homestreet Bank,
     -- Washington Federal Bank, and
     -- Banner Bank.

Headquartered in Lake Oswego and West Linn, Oregon, Renaissance
Customs Homes LLC -- http://www.renaissance-homes.com/-- engages
in residential real estate and home-building business.  The
company and two of its debtor-affiliates filed separate petitions
for Chapter 11 relief on September 25, 2008 (Bankr. D. Ore. Lead
Case No. 08-35023).  Albert N. Kennedy, Esq., Ava L. Schoen, Esq.,
and Timothy J. Conway, Esq., at Tonkon Torp LLP, represent the
Debtors as counsel.  An Official Committee of Unsecured Creditors
has been appointed in the case.


RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' and revised the Rating Outlook to Negative from Stable.  Rite
Aid had $6 billion of book debt outstanding as of February 28,
2009.

Fitch has also taken these rating actions based on its recovery
analysis and Fitch's revised rating definitions as of March 2009:

  -- Secured revolving credit facility and term loans affirmed at
     'BB-/RR1';

  -- Second lien senior secured notes affirmed at 'BB-/RR1';

  -- Guaranteed senior unsecured notes changed to 'CCC/RR5 from
     'CCC/RR6';

  -- Non-guaranteed senior unsecured notes downgraded to 'CC/RR6'
     from 'CCC-/RR6'.

The Outlook revision reflects the significant refinancing risk in
2010 and the increasing pressure on front-end same store sales
which could stall operating improvement at both core Rite Aid and
Brooks Eckerd stores.  The ratings consider Rite Aid's high
leverage and limited capital for investment, operating statistics
that significantly trail its two major competitors and the ongoing
risk of improving operations at the acquired Brooks Eckerd stores.
The ratings also reflect Rite Aid's strong market share position
within the drug retailing sector and management's concerted
efforts to improve the productivity of its store base and manage
liquidity through working capital reductions and other cost
cutting initiatives.

Rite Aid is the third largest drugstore chain in the United States
based on revenues and number of stores, generating $26 billion in
revenues and operating 4,901 stores in 31 states and D.C. as of
Feb. 28, 2009.  Rite Aid's acquisition of Brooks Eckerd stores in
June 2007 solidified its position as the leading drugstore
retailer in the Eastern U.S. Rite Aid enjoys a top two market
position in approximately 67% of the eastern metropolitan markets
and a top three market position in 73% of the top 233 markets in
which it operates.

However, Rite Aid's operating metrics significantly lag those of
its largest competitors, CVS Caremark and Walgreen.  This is
particularly evident on the prescription side of the business.
Average weekly prescriptions per store for Rite Aid has been flat
at around 1,150 for the last few years versus Walgreen at 1,835
and CVS Caremark at 1,630 in their most current fiscal years.  One
of the main reasons Rite Aid has been challenged in improving its
pharmacy comparable store sales is that it has been capital
constrained relative to its major peers.  As pharmacy accounts for
67% of total revenue, Fitch views pharmacy same store sales
improvement as a key factor in strengthening EBITDA margin - which
at 3.7% (excluding non-cash and merger related expenses) for
fiscal year 2009 ended Feb. 28, 2009 - is significantly below its
two leading competitors' margins at 7.5-9%.  For the Brooks Eckerd
stores acquired in June 2007, same store sales trends improved in
FY2009 but overall sales and EBITDA margin trends are improving at
a slower rate than originally expected.

As a result, while overall sales grew 8.1%, Rite Aid's EBITDA
remain essentially flat in FY2009 at $965 million and free cash
flow was negative $101 million (excluding proceeds from sales-
leaseback transactions).  Rite Aid's leverage remains high with
total adjusted debt/EBITDAR of 7.4 times (x) for FY2009, versus
7.3x at the end of FY2008 and 6.3x at the end of FY2007.  In an
effort to generate free cash flow in FY2010, Rite Aid is
implementing a number of initiatives to improve sales productivity
and manage working capital and has reduced capital expenditures
(to $250 million from $541 million in FY2009 including
prescription file buys).  However, Fitch expects anemic pharmacy
same store sales and the deterioration in the higher margin front-
end same store sales since November 2007 could pressure gross
margins and free cash flow.  This would hinder Rite Aid's ability
to pay down borrowings under its credit facility and improve its
credit metrics from current levels.

Rite Aid has adequate liquidity through FY2010.  As of Feb. 28,
2009, Rite Aid had $152 million in cash on its balance sheet and
$724 million in borrowing capacity under its $1.75 billion
revolving credit facility, net of outstanding borrowings of $838
million and letters of credit of $188 million.  However, Fitch is
concerned about the significant refinancing risk in 2010 with its
$345 million first lien accounts receivable securitization
facility maturing in January 2010 (with backstop financing
available in place through September 2010) and its $1.75 billion
credit facility, $145 million term loan, and $225 million second
priority accounts receivable securitization term loan all due in
September 2010.  Refinancing these facilities and term loans will
be critical for Rite Aid.  Fitch notes that given the current
credit environment, any refinanced debt is likely to have higher
pricing and more restrictive terms that could pressure Rite Aid's
coverage metrics and impede its ability to invest in stores.

The issue ratings shown above are derived from the IDR and the
relevant recovery rating, reflecting the new rating definitions as
of March 2009.  The terms loans and revolving credit facility have
a first lien on the company's cash, accounts receivable (to the
extent not utilized by securitization facilities), investment
property, inventory and scrip lists, and is guaranteed by Rite
Aid's subsidiaries giving them an outstanding recovery (91-100%).
The senior secured credit facility requires the company to
maintain a minimum fixed charge coverage ratio only if
availability on the revolving credit facility is less than $100
million.  As of Feb. 28, 2009, Rite Aid's fixed charge coverage
ratio was above the minimum required amount.  Rite Aid's senior
secured notes have a second lien on the same collateral as the
revolver and term loans and are guaranteed by Rite Aid's
subsidiaries are also expected to have an outstanding recovery
prospects.  Given the amount of secured debt in the company's
capital structure, the unsecured guaranteed notes are assumed to
have below average recovery prospects (11-30%) and unsecured notes
and convertible bonds are assumed to have poor recovery prospects
(0%-10%) in a distressed scenario.  Fitch's recovery analysis
assumes a liquidation value under a distressed scenario of $5.4
billion on inventory, owned real estate and prescription files.


ROGER & SONS: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------
Debtor: Roger & Sons Construction, Inc.
          aka Roger & Sons Mill Maintenance, Inc.
          aka Roger & Sons, Inc
        4715 Euclid Avenue
        East Chicago, IN 46312

Bankruptcy Case No.: 09-21594

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Debtor's Counsel: Kenneth A. Manning, Esq.
                  James, James & Manning, P.C.
                  200 Monticello Drive
                  Dyer, IN 46311
                  Tel: (219) 865-8376
                  Fax: (219) 865-4054
                  Email: Ken@jamesjamesmanning.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 their list of
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/innb09-21594.pdf

The petition was signed by Nancy E. Martinez, assistant vice
president of the Company.


SEEQPOD INC: In Acquisition Talks With Apple Competitor, Says CEO
-----------------------------------------------------------------
Richard Menta posted on MP3 Newswire that SeeqPod, Inc., CEO
Kasian Franks "is in the process of moving a few servers due to an
acquisition by a media company" that was a competitor to Apple.

Mr. Franks wouldn't disclose more details on the talks, says Mr.
Menta.

Robin Wauters at Techcrunch.com reports that the SeeqPod search
service went down on Friday afternoon.  Seeqpod posted on its Web
site that it was having server issues and that the service would
be restored once the technical problems were solved.

According to Techcrunch.com, the site went down again 45 minutes
after the notice was published and has been unavailable since
Saturday.  Techcrunch.com relates that there's still no 100%
certainty that Seeqpod has permanently closed shop.

Saratoga, California-based SeeqPod, Inc., is a "playable media"
search service that many music sites use as the foundation for
their core offering.  The Company filed for Chapter 11 bankruptcy
protection on March 30, 2009 (Bankr. N.D. Calif. Case No. 09-
52226).  Scott L. Goodsell, Esq., at Campeau, Goodsell Smith,
assists the Company in its restructuring efforts.  The Company
listed $1,000,001 to $10,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


SFK PULP: Termination of Abitibi Deal Cues Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service places SFK Pulp Fund's ratings on review
for possible downgrade.  The rating action was prompted by the
announcement by SFK that it received notice from Abitibi-
Consolidated Company of Canada to terminate its agreement to
supply fibre and bark to SFK's Saint-Felicien Mill effective
immediately.

The Saint-Felicien Mill currently purchases approximately 80% of
its wood fibre and bark requirements from Abitibi.  Under the
fibre supply agreement, Abitibi is required to supply a certain
volume of fibre pursuant to a price formula for a period of 20
years.  In connection with Abitibi's recent bankruptcy filing,
Abitibi has the right to terminate all of its contracts, subject
to obtaining consent from the court.  SFK and Abitibi have agreed
to meet in the coming days to negotiate a new arrangement.  SFK is
also currently evaluating the possibility of contesting the
termination of the supply agreements.

In addition to financial and operating impacts, the cancelled
contracts may also constitute a breach under SFK's credit
agreement.  Moody's review will focus on SFK's ability to secure
an appropriate fibre supply for SFK's Saint-Felicien Mill and
assess the impact of the termination of the supply agreements on
SFK's credit agreements and liquidity position.

On Review for Possible Downgrade:

Issuer: SFK Pulp Fund

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3, LGD3, 37%

Outlook Actions:

Issuer: SFK Pulp Fund

  -- Outlook, Changed To Rating Under Review From Negative

Moody's last rating action was on February 4, 2009 when SFK's
rating outlook was revised to negative and the company's existing
ratings were affirmed.

Headquartered in Saint-Felicien, Quebec, SFK is a publicly traded
income trust that operates a northern bleached softwood kraft pulp
mill in Saint-Felicien, Quebec (approximately 450 kilometers north
of Montreal) and two recycled bleached kraft pulp mills in
Menominee, Michigan and Fairmont, West Virginia.


SHANE CO: Seeks August 10 Extension to File Chapter 11 Plan
-----------------------------------------------------------
Shane Co. asks the Hon. Howard R. Tallman of the United States
Bankruptcy Court for the District of Colorado to extend until
August 10, 2009, its exclusive periods to propose and obtain
confirmation of a Chapter 11 plan of reorganization.

The Debtor said it is refining its overall financial projections
and formulating proposed terms of a plan of reorganization, in
consultation with the Official Committee of Unsecured Creditors
and its financial advisors.  Given this uncertain economy, the
Debtor said it is critical that it be comfortable with its ability
to perform under its own financial projections prior to committing
to the terms of a plan.

In addition, the Debtor is in the process of contacting each of
its landlords to attempt to negotiate modifications to the terms
of each of its leases that would help the Debtor in making a final
decision on whether to assume or reject each lease.  While
substantial progress has been made by the Debtor in these
negotiations, they are not yet fully concluded, and thus the
Debtor cannot yet make final decisions as to whether to assume or
reject each lease.  Furthermore, the Debtor continues to monitor
the financial performance of each store location, which will also
affect its decision as to whether to assume or reject the lease
for each location.

The members of the Committee are Milan Mehta at Dison Gems Inc.,
Katie Holloway at Clear Channel Radio, Dominick Venditto at Novell
Enterprises Inc., Jay Weinblatt at Leo Schachter Diamonds LLC,
Harsh Mehta at Eurostar Belgium Inc., Ann Arnold at Lieberfarb
Inc., and Kenneth Wilson at Nelson Jewellery Arts Co. Ltd.  Choen
Tauber Spievack & Wagner P.C., represents the Committee.

In a separate motion, the Debtor sought an extension of the period
within which it may assume or reach its leases of non-residential
real property.

The Debtor said it requires additional time to analyze the
financial performance of each location prior to making a final
decision on whether to retain each such lease.  It would be far
preferable to propose to assume or reject all leases in the
context of a plan of reorganization, rather than in isolation.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the United States
Trustee for Region 19, appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditor, it listed assets
and debts between $100 million and $500 million each.


SHANE CO: Court Sets June 29 as General Claims Bar Date
-------------------------------------------------------
The Hon. Howard R. Tallman of the United States Bankruptcy Court
for the District of Colorado set June 29, 2009, as the deadline
for creditors of Shane Co. to file proofs of claim.  Judge Tallman
set July 13, 2009, as the deadline for governmental units to file
proofs of claim.

All proofs of claims must be delivered to:

    Shane Claims Processing Center
    c/o Kurtzman Carson Consultants LLC
    2335 Alaska Avenue
    El Segundo, CA 90245
    Tel: (866) 381-9100

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the United States
Trustee for Region 19, appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditor, it listed assets
and debts between $100 million and $500 million each.


SHANE CO: Files Amended Schedules Assets and Liabilities
--------------------------------------------------------
Shane Co. filed with the United States Bankruptcy Court for the
District of Colorado its amended schedules of assets and
liabilities, and statement of financial affairs.

     Name of Schedule               Assets        Liabilities
     ----------------         ------------        -----------
  A. Real Property
  B. Personal Property        $131,891,402
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,186,803
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $481,066
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $70,525,775
                                ------------     ------------
           TOTAL                $131,891,402     $102,193,644

A full-text copy of the Debtor's amended schedules of assets and
liabilities is available at http://ResearchArchives.com/t/s?3c0b

A full-text copy of the Debtor's amended statements of financial
affairs is available at http://ResearchArchives.com/t/s?3c0c

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the United States
Trustee for Region 19, appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditor, it listed assets
and debts between $100 million and $500 million each.


SILVERHAWK COMMONS: Taps Polis & Associates as Insolvency Counsel
-----------------------------------------------------------------
Silverhawk Commons, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Polis &
Associates, APLC, as general insolvency counsel.

Polis & Associates, APLC, will:

   1. advise the Debtor with respect to its rights, powers, duties
      and obligations as debtor-in-possession in the
      administration of the bankruptcy case, the management of its
      business affairs and the management of its properties;

   2. prepare pleadings, applications and conduct examinations
      incidental to the administration of this bankruptcy case;

   3. advise and represent the Debtor in connection with all
      applications, motions or complaints for reclamation,
      adequate protection, sequestration, relief from stays,
      appointment of a trustee or examiner and all other similar
      matters;

   4. analyze claims of creditors filed against the Debtor's
      bankruptcy estate;

   5. advise and assist the Debtor in the formulation and
      presentation of a plan of reorganization pursuant to
      Chapter 11 of the Bankruptcy Code and concerning any and all
      matters relating thereto; and

   6. perform any and all other legal services incident and
      necessary for the prosecution of the Debtor's bankruptcy
      estate.

The Debtor tells the Court that Polis & Associates, APLC, was paid
a prepetition retainer that will be drawn down postpetition
pursuant to the Court's and the United States Trustee's
Guidelines.

To the best of the Debtor's knowledge, Polis & Associates, APLC is
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Polis & Associates, APLC can be reached at:

     Polis & Associates, APLC
     19800 MacArthur Blvd., Ste. 1000
     Irvine, CA 92612-2433
     Tel: (949) 862-0040
     Fax: (949) 862-0041

                   About Silverhawk Commons, LLC

Murrieta, California-based Silverhawk Commons, LLC filed for
Chapter 11 on April 16, 2009 (Bankr. C. D. Calif. Case No. 09-
17562).  The Debtor has assets and debts both ranging from
$10 million to $50 million.


SIMPLON BALLPARK: U.S. Trustee Wants Case Converted or Dismissed
----------------------------------------------------------------
Tiffany L. Carroll, the United States Trustee for Region 15, asks
the United States Bankruptcy Court for the Southern District of
California to dismiss the Chapter 11 case of Simplon Ballpark LLC
or convert its case to a Chapter 7 liquidation proceeding.

The Trustee argues that the Debtor has failed to (i) file monthly
operating reports since May 2008; (ii) pay fees due and owing
since the second quarter of 2008; and (iii) confirm a plan of
reorganization.  Although the Debtor filed a plan of
reorganization on July 25, 2008, it failed to obtain confirmation
after more than 13 months under Chapter 11, the Trustee points
out.

The Trustee further argues that no further progress has been made
in the Debtor's case since the loss of its primary real estate
asset.

A hearing is set for July 10, 2009, at 11:00 a.m., at Courtroom 1,
Room 218, Weinberger Courthouse, to consider the Trustee's
request.

                      About Simplon Ballpark

Headquartered in San Diego, California, Simplon Ballpark, LLC
is a real estate developer.  The Company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No.
08-01803).  Hanno T. Powell, Esq., at Powell & Pool represents the
Debtor.  The U.S. Trustee for Region 16 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When it filed for protection from its creditors, the
company listed assets and debts of both between $100 million and
$500 million.


SMITHFIELD FOODS: Swine Flu Outbreak No Impact Yet, Says Moody's
----------------------------------------------------------------
Moody's Investors Service commented that the outbreaks of swine
influenza A (H1N1) in Mexico, the United States and Europe have
not at this time had an impact on the ratings of Smithfield Foods,
Inc.  The company's ratings include its B1 corporate family rating
and its SGL-4 speculative grade liquidity rating.  The rating
outlook is negative.

Smithfield announced that it has found no clinical signs or
symptoms in the swine herd or employees in the Mexican joint
ventures.  The company's Mexican joint ventures produce live hogs
for the local market, and do not export.  The joint ventures
routinely administer influenza virus vaccination to herds and test
herds monthly for the presence of 'swine flu'.

The previous rating action on October 28, 2008 confirmed the
company's long-term ratings, affirmed its SGL-4 and assigned a
negative outlook.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor.  Sales for the
twelve months ended February 1, 2009, excluding the revenues of
its former beef business, were approximately $12.5 billion.


SOURCE INTERLINK: To Eliminate $1-Bil. Debt in Prepack Bankruptcy
-----------------------------------------------------------------
Source Interlink Companies, Inc., has reached a restructured
agreement with its lenders to eliminate approximately $1 billion
dollars of existing debt and privatize the company.

Under the agreement, the company's lenders will cancel nearly $1
billion of the company's existing debt and provide approximately
$100 million in additional liquidity.  Source Interlink, in
agreement with its lenders, will pay all of its vendors in full
and on time if they agree to maintain current credit and payment
terms.  To facilitate the restructuring, the Company filed a
lender-approved pre-packaged Plan of Reorganization under Chapter
11 in the U.S. Bankruptcy Code.  The Company anticipates it will
emerge within 35 days.

Source Interlink Chairman and Chief Executive Officer Greg Mays
said, "We couldn't be more pleased, this restructuring will
materially reduce our interest expense and debt levels,
substantially improve free cash flow and allow us to capitalize on
several operational opportunities to further improve and grow our
business."

"Current management will remain in place, daily operations will
continue as usual, and our employees will continue to do what they
do best -- provide exceptional service to our customers.
Importantly, all of our vendors will be paid in full for both pre-
petition and on going charges according to our terms of trade.
It's business as usual at Source Interlink" Mr. Mays added.

Source's business partners support the restructuring as well.

Bob Castardi, President of Curtis Circulation Company said, "The
Curtis Circulation Company is very encouraged about being a valued
trading partner. Source Interlink Companies' reorganization will
reduce any concerns going forward as to their financial stability.
We at Curtis embrace the fact Source got out in front of this!"

Michael Sullivan, CEO of CMG, a national distributor of Source
stated, "When Source presented their reorganization plan in detail
we were very relieved to understand the huge debt write off. This
will allow CMG to move forward with new initiatives knowing that
Source Interlink Companies will be in a very favorable financial
position."

As a result of this agreement, Source Interlink has cancelled its
investor call previously scheduled for May 1, 2009.

On March 11, 2009, the Compensation Committee of the Board of
Directors of the Company terminated the Source Interlink
Companies, Inc. Supplemental Executive Retirement Plan effective
February 1, 2009.   In connection with the termination, the
Company agreed to make payments to these individuals.  All
settlement payments will become payable between February 1, 2010
and January 31, 2011:

     James R. Gillis                   $1,835,153
     Alan Tuchman                        $318,168
     Marc Fierman                        $206,945

                     About Source Interlink

Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC publishes more than 75
magazines and 90 related Web sites.  Source Interlink Distribution
services tens of thousands of retail store locations throughout
North America distributing DVDs, music CDs, magazines, video
games, books, and related items.  In addition to distributing more
than 6,000 distinct magazine titles annually, the Company
maintains the largest in-stock catalog of CDs and DVDs in the US
-- a combined total of more than 260,000 titles.  Supply chain
relationships include consumer goods advertisers, subscribers,
movie studios, record labels, magazine, book, and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.


SOURCE INTERLINK: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Source Interlink Companies, Inc.
        27500 Riverview Center Boulevard, Suite 400
        Bonita Springs, FL 34134

Bankruptcy Case No.: 09-11424

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
AEC Direct, LLC                                    09-11425
Automotive.com, LLC                                09-11426
Canoe & Kayak, Inc.                                09-11427
Directtou, Inc.                                    09-11428
Enthusiast Media Subscription Company, Inc.        09-11429
Motor Trend Auto Shows, LLC                        09-11430
RDS Logistics, LLC                                 09-11431
Source-Chestnut Display Systems, Inc.              09-11432
Source Home Entertainment, Inc.                    09-11433
Source Interlink Distribution, LLC                 09-11434
Source Interlink International, Inc.               09-11435
Source Interlink Magazines, LLC                    09-11436
Source Interlink Manufacturing, LLC                09-11437
Source Interlink Media, LLC                        09-11438
Source Interlink Retail Services, LLC              09-11439
Source Mid Atlantic News, LLC                      09-11440
The Interlink Companies, Inc.                      09-11441

Type of Business: The Debtors operate as a marketing and
                  merchandising company of entertainment products
                  in North America.  The Debtors' products include
                  DVDs, CDs, magazines, books, and related items.
                  In addition, the Debtors engage in the
                  publication of print and digital content to the
                  enthusiast community in the United States via
                  publications, Web sites, and events.

                  See http://www.sourceinterlink.com/

Chapter 11 Petition Date: April 27, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Co-Counsel: Laura Davis Jones, Esq.
            ljones@pszjlaw.com
            Mark M. Billion, Esq.
            mbillion@pszjlaw.com
            Timothy P. Cairns, Esq.
            Pachulski Stang Ziehl Young Jones
            919 N. Market Street, 17th Floor
            Wilmington, DE 19801
            Tel: (302) 652-4100
            Fax: (302) 652-4400
            tcairns@pszjlaw.com

General Counsel: Kirland & Ellis LLP

Financial Advisor: Meolis & Company LLC

Claims Agent: Kurtzman Carson Consultants LLC

The Debtors' financial condition as of April 24, 2009:

Total Assets: $2,436,005,000

Total Debts: $1,995,504,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hsbc Bank Usa National         Note Debt         $455,000,000
Association, as
Indenture Trustee to
Senior Unsecured National
Notes
Attn: Robert A. Conrad
452 Fifth Avenue
New York, NY 10018
Tel: (212) 525-1314
Fax: (212) 525-1300


Time Warer Retail              Trade Debt        $75,457,973
Attn: Rich Jacobson
260 CHERRY HILL RD
PARSIPPANY, NJ 07054
Tel: (973) 939-7200
Fax: (203) 377-2621

Comag Markting                 Trade Debt        $53,195,038
Group
155 Village Blvd.
Priceton, NJ 08540
Tel: (212) 649-4429
Fax: (609) 524-1629

Curtis Circulation Co.         Trade Debt        $42,729,863
730 River Rd
New Milford, NJ 07646
Tel: (201) 634-7493
Fax: (201) 634-7494
      201-634-7493

Kable Distribution             Trade Debt        $22,903,048
Services
14 Wall Street
New york, NY 10005
Tel: (212) 705-4635

Levy Home Entertainment        Trade Debt        $14,022,923
1930 George Street
Melrose, IL 60160
Tel: (708) 356-3603
Fax: (708) 547-4503

Fox Home Entertainment         trade debt        $11,681,347
2121 Avenue of the Stars
Los Angeles, CA 90067
Tel: (310) 369-3900
Fax: (310) 369-3319

Paraount Home Video            trade debt        $9,081,405
5555 Melrose Ave.
Los Angeles, CA 90038-3197
Tel: (213) 956-5000
Fax: (213) 956-1100

Sony Pictures Home             trade debt        $5,741,740
Entertainment
10202 W. Washington Blvd.
Culver City, CA 90232
Tel: (310) 244-4000
Fax: (310) 244-2626

Buena Vista Home               Trade Debt        $4,554,298
Entertainment

Emi Music & Marketing          Trade Debt        $4,486,930

A&E Home Video                 Trade Debt        $3,182,400

Image Entertainment            Trade Debt        $3,086,396

Genius Products, Inc.          Trade Debt        $2,535,585

Bonnier                        Trade Debt        $2,383,784

Comag UK                       Trade Debt        $2,264,104

Seymour International          Trade Debt        $2,163,839

El Entertainment Distribution  Trade Debt        $2,068,073

Harrs Publications             Trade Debt        $1,834,045

Acorn Media Publishing         Trade Debt        $1,738,060

American Media Inc.            Trade Debt        $1,678,171

Future Publishing Ltd.         Trade Debt        $1,624,419

Quebecor World Inc.            Trade Debt        $1,558,794

Gaiam International            Trade Debt        $1,365,657

UPS                            Trade Debt        $1,213,205

Scientific American            Trade Debt        $1,162,226

Playboy Enterprises Int'l      Trade Debt        $959,723

Madacy Entertainment LP        Trade Debt        $937,529

Rider Circulation Services     Trade Debt        $923,509

The petition was signed by Douglas J. Bates.


SOUTH FINANCIAL: DBRS Puts 'BB' Sub Debt Rating Under Review
------------------------------------------------------------
Dominion Bond Rating Service placed the long- and short-term
ratings of The South Financial Group, Inc. and its related
entities, including The South's Issuer & Senior Debt rating of BBB
(low), and Subordinated Debt rating of BB, Under Review with
Negative Implications.

The review will focus on The South's ability to cope with its
continued asset quality deterioration.  Over the past year, The
South has faced elevated credit costs and lack of profitability,
due to its weakened Florida commercial real estate portfolio,
which has been negatively impacted by the severe downturn in the
housing and mortgage markets.  Moreover, DBRS is concerned with
the higher risk nature of the Company's significant commercial
real estate concentration. The South's recent performance has also
been negatively impacted by its narrowing net interest margin
(NIM), and goodwill impairment.

Positively, The South has been able to convert roughly $60 million
of its $250 million Mandatorily Convertible Preferred Stock into
common shares, which enhanced its capital position and loss
absorption capacity.  Moreover, the Company received a
$347 million investment from the U.S. Treasury, as part of its
Capital Purchase Program.  Nonetheless, elevated credit costs will
continue to pressure its capital position.

DBRS perceives that significant amounts of potential losses remain
embedded in The South's core portfolio, particularly within its
residential construction and mortgage portfolios.  Credit costs
exceed The South's core income before provisions and taxes and
continue to invade capital.  Furthermore, the extremely difficult
operating environment and the weakness in the economies in The
South's franchise are likely to continue to constrain revenue
growth and pressure expenses, limiting improvement in core
earnings.

DBRS's review will focus on The South's asset quality, capital
adequacy and franchise strength.  In addition, the review will
also consider the Company's prospective financial performance in
the near term.

DBRS notes that a one or two notch downgrade could result if the
review suggests performance and metrics are more consistent with a
lower rating.  DBRS expects to conclude the review within 90 days.


SPANSION INC: Gets Final Nod on Protocol Limiting Equity Transfers
------------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware has approved, on a final basis, Spansion Inc.
and its affiliated debtors' proposed protocol for establishing
notice, hearing and sell-down procedures for trading in equity
securities and claims against the Debtors' estates, specifically:

  (1) Any person or entity who is a beneficial owner of at least
      7,673,713 shares of the Company's common stock should have
      filed with the Bankruptcy Court by April 21, 2009, a
      notice of that status or within 10 days after becoming a
      Substantial Shareholder;

  (2) At least 30 days prior to effectuating any transfer of
      equity securities, including options to acquire
      securities, that would result in (A) an increase or
      decrease in the amount of Company common stock
      beneficially owned by a Substantial Shareholder, (B) an
      increase in the amount of Company common stock
      beneficially owned by a person or entity which would
      result in that person becoming a Substantial Shareholder,
      or (C) a decrease in the amount of Company common stock
      beneficially owned by a Substantial Shareholder which
      would result in that person or entity no longer being a
      Substantial Shareholder, that person or entity will file
      with the Bankruptcy Court a notice of the proposed
      transfer;

  (3) The Debtors will have 30 days after receipt of any notice
      of the proposed transfer to file with the Bankruptcy Court
      and serve on the proposed transferor an objection to the
      transfer and, if the Debtors do so, the proposed transfer
      will not be effective unless approved by the Bankruptcy
      Court; and

  (4) Subsequent to certain disclosures, notices, and responses
      delineated by the Final Order setting forth procedures for
      cataloguing and characterization of Claims against the
      Debtors, including the Bankruptcy Court's confirmation of
      the Debtors' reorganization plan, these constraints apply
      to trading by Beneficial Owners, whose interest in the
      Claims is equal to or greater than 4.75% of the aggregate
      value of Claims against the Debtors in the Claims:

          * The Debtors will calculate the total amount of
            Claims that each Substantial Claimholder must sell
            in order to effect the reorganization plan, applying
            certain rules and assumptions described in the Final
            Order;

          * Subject to certain ceilings, each Substantial
            Claimholder must sell or otherwise transfer its
            Sell-Down Amount to unrelated Entities;

          * A Substantial Claimholder's failure to comply with
            the Sell-Down procedures set forth in the Final
            Order rescinds its ability to obtain or maintain
            ownership of any Affected Securities.

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

  http://bankrupt.com/misc/Spansion_FinalSell-DownOrd.pdf

Prior to the Court's entry of its final order, Michael R.
Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware,
filed a certificate of counsel which sets forth a proposed Final
Equity Securities Order approved by the Official Committee of
Unsecured Creditors, and the Ad Hoc Consortium of Noteholders.
Thee procedures provide, among others, that:

  (a) The Debtors will, upon filing a disclosure statement with
      respect to a plan of reorganization, simultaneously file
      with the Court a separate disclosure statement notice,
      which will:

         (i) state that a Plan has been filed with the Court;

        (ii) disclose the current estimate of the Threshold
             Amount; and

       (iii) set a record date.

      Each Beneficial Claim Holder who holds more than the
      Threshold Amount is directed to e-mail and fax a report
      identifying the nature and amount of Claims held by that
      Beneficial Claimholder as of the Disclosure Statement
      Record Date and its protected amount.

  (b) The Disclosure Statement will contain information adequate
      to permit a party entitled to vote on a Plan to determine
      whether the Plan provides greater value than possible
      alternatives and will include these disclosures:

       (i) the net present value of the projected tax savings of
           the Plan as compared to the Plan based on the
           financial projections included in the Disclosure
           Statement;

      (ii) a description of the restrictions on trading with
           respect to the common stock and any other securities
           of the reorganized Debtors that will be required or
           imposed under the Plan after the Effective Date to
           preserve the tax savings;

     (iii) the projected value of the Affected Securities in the
           aggregate; and

      (iv) the projected tax savings of the Plan as a percentage
           of the aggregate value of the Affected Securities.

  (c) The Debtors will file with the Court a pre-confirmation
      notice setting forth the record date and identifying the
      most current estimate of the Threshold Amount.

  (d) If the Court confirms the Plan, the Debtors will serve a
      notice upon each Substantial Claimholder within five
      business days after the entry of the order confirming the
      Plan.  The Sell-down notice will state that the Plan has
      been confirmed; contain the results of the calculations of
      the Maximum Amount and the information used to perform all
      calculations to the extent the Debtors are not required by
      the order or other confidentiality restrictions to keep
      that information confidential; and provide notice that
      each substantial Claimhorder is ordered and directed to
      comply with the Sell-down Procedures before the Effective
      Date.

  (e) The Effective Date of the Plan will be the earlier of 30
      calendar days after the order confirming the Plan or the
      date established by the Court, to be no earlier than 11
      days after the entry of the confirmation order.

  (f) If only to the extent that the Plan is confirmed by the
      Court then, to the extent necessary to effectuate the
      Plan, each Beneficial Claimholder who is, as of the Pre-
      Confirmation Notice Record Date, a Substantial Claimholder
      is directed to comply with these Sell-down Procedures.

  (g) Any Beneficial Claimholder that participates in
      formulating any Chapter 11 Plan or on behalf of the
      Debtors will not be asked to disclose to the Debtors that
      any Claim in which that Beneficial Claimholder has
      beneficial ownership are Newly Traded Claims.

  (h) If any substantial Claimholder fails to comply with the
      Sell-Down applicable to it, that Substantial Claimholder
      will not be entitled to receive Beneficial Ownership of
      any Affected Securities in connection with the
      implementation of the Plan with respect to any Claims
      required to be sold pursuant to a Sell-down Notice.  Any
      Substantial Claimholder that violates the order will be
      required to forfeit the Affected Securities.

  (i) The Initial Holdings Report, the Final Holdings Report,
      the Sell-down Notices and the Notice of Compliance, will
      be treated as confidential information and will be
      available only to the Debtors and counsel and financial
      advisor or tax advisors to the Debtors.

  (k) Any notices will be published in The Wall Street Journal
      and the Financial Times.  All notices required to be
      served will be served to the United States Trustee,
      counsel to the administrative agent for the Debtors'
      prepetition lenders, counsel to the ad-hoc committee of
      holders of Spansion LLC's Senior Secured Floating Rate
      Notes due 2013.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.


SPECIALTY TOOLS: Public Sale of Pledged Stock Set for May 18
------------------------------------------------------------
Capital Funding, Inc., as agent for the lenders under that certain
Loan Agreement, dated September 4, 2007, will offer all of
Specialty Tools, Inc.'s shares of stock in Nupla Corporation and
Limark Corp., for sale at one or more public sales to be held at
the offices of Goldberg Kohn, 55 East Monroe Street, Suite 3300,
Chicago, Illinois, at 10:00. a.m. (central time) on May 18, 2009.

The shares of stock in each of the pledged companies secure
obligations of Specialty Tools, Inc., Nupla Corporation, Limark
Corp., and Hisco, Inc. to the lenders.  Capital Funding says the
borrowers are in default of said obligations in an amount not less
than $3,192,000 as of April 22, 2009.

According to information provided by the borrowers to Capital
Funding, each of Nupla Corporation and Limark Corporation is a
wholly-owned subsidiary of Specialty Tools, and Hilco, Inc. is a
wholly-owned subsidiary of Limark Corp.

The stock will be sold in a single block, on an "as is, where is"
basis.  The minimum bid for the stock is $100,000.


SYNAGRO TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Houston-based Synagro Technologies Inc.
to 'SD', indicating a selective default, from 'CC'.

At the same time, Standard & Poor's lowered the issue rating on
the company's $150 million second-lien term loan to 'D' from 'C'.
The 'CC' issue rating on the company's $390 million senior secured
first-lien facilities remains on CreditWatch with developing
implications.

The lowering of the corporate credit rating follows Synagro's
purchase and retirement of about $35 million in face value of
second-lien debt for a cash consideration of approximately
$14 million.  The 'SD' corporate credit rating recognizes that S&P
expects Synagro to continue to pay its other creditors after the
completion of the exchange offer.  The 'D' rating on the second-
lien debt reflects S&P's view that the exchange was distressed
with the debtholders receiving a value significantly less than
par.

The CreditWatch with developing implications on the first-lien
facilities indicates that S&P may lower, affirm, or raise the
rating on the facilities after S&P reassesses default risk and
recovery prospects under the new capital structure.  S&P will
reevaluate the corporate credit rating and both issue-level
ratings in recognition of the changes to the company's capital
structure and after meeting with management regarding prospective
business and financial strategies.

Synagro, which has annual revenues of about $350 million, manages
the organic, non-hazardous biosolids generated by public and
privately owned water and wastewater treatment facilities.
Services provided by the company include drying and pelletization,
composting, product sales, incineration, alkaline stabilization,
land application, collection and transportation, regulatory
compliance, dewatering, and facility cleanout.


SYNCORA GUARANTEE: S&P Changes Financial Ratings to 'R' From 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
financial strength and financial enhancement ratings on Syncora
Guarantee Inc. to 'R' from 'CC'.

Standard & Poor's also said that it revised its counterparty
credit rating on Syncora to 'D' from 'CC'.

An insurer rated 'R' is under regulatory supervision because of
its financial condition.

The 'CC' counterparty credit, financial strength, and financial
enhancement ratings on Syncora Guarantee U.K. Ltd. are unchanged
because at this time, that company is not subject to any
regulatory orders that mandate the suspension of claims payments.

These rating actions follow the announcement by Syncora that
pursuant to an order of the New York Insurance Department, the
company must suspend any and all claims payments until it has
restored its policyholders' surplus to a level greater than or
equal to $65 million, the minimum the state requires.  Syncora has
been negotiating with credit default swap counterparties to
commute certain exposures and is supporting a tender offer for 56
classes of RMBS it insures.  These two actions are key components
of Syncora's plan to bring its policyholders' surplus -- a deficit
of $2.4 billion as of Dec. 31, 2008 -- into compliance with New
York regulation.  Syncora hadn't completed either of these actions
by April 26, 2009, triggering the suspension of claims payments as
the order required.

"We view the suspension of claims payments under the direction of
NYID as regulatory supervision," noted Standard & Poor's credit
analyst Dick Smith.  "During regulatory supervision, the
regulators may have the power to favor one class of obligors over
others or pay some obligations and not others."


SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect Bond Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services noted that the downgrade of
Syncora Guarantee Inc. (D/--/--; formerly XL Capital Assurance
Inc.) does not affect the rating or outlook on SA Energy
Acquisition Public Facility Corp.'s series 2007A bonds
(A/Negative).  The rating action on Syncora followed the
suspension of all claims pursuant to an order by the New York
Insurance Dept.  The downgrade does not affect the rating on the
prepaid transaction because the rating on the city of San Antonio
(AA/Stable/--), the sole municipal participant, is higher than the
rating on Syncora.  In addition, because the rating on the surety
provider is lower than the rating on the municipal participant,
the rating on PFC's bonds reflects no credit enhancement from the
surety provider.  The rating on the prepay transaction currently
relates to PFC's gas supplier, J. Aron (not rated).  The Goldman
Sachs Group Inc. (A/Negative/A-1) guarantees J. Aron's
obligations.

Standard & Poor's could revise the ratings or outlook on the PFC
bonds if S&P revise the rating or outlook on Goldman Sachs or S&P
lower the rating on one of PFC's other counterparties and it
becomes the primary ratings constraint on the transaction. Syncora
is the debt service reserve and working-capital surety bond
provider to PFC's $644.3 million series 2007 gas project revenue
bonds due 2027.  The series 2007 bondholders rely on payments from
Syncora to cover debt service and commodity swap payments in the
case of a municipal participant's default.


SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect 2007 Bond Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services noted that the downgrade of
Syncora Guarantee Inc. (D/--/--; formerly XL Capital Assurance
Inc.) does not affect the 'A' rating or negative outlook on Long
Beach Bond Finance Authority's 2007A and 2007B bonds.  The rating
action on Syncora followed the suspension of all claims pursuant
to an order by the New York Insurance Dept.  The downgrade does
not affect the rating on the prepaid transaction because the
rating on Long Beach Gas & Oil (AA-/Stable), the sole municipal
participant, is higher than the rating on Syncora.  In addition,
because the rating on the surety provider is lower than the rating
on the municipal participant, the rating on LBBFA's bonds reflects
no credit enhancement from the surety provider.  The rating on the
prepay transaction currently relates to LBBFA's gas supplier
Merrill Lynch Commodities Inc. (unrated) and interest rate swap
counterparty Merrill Lynch Capital Services.  Merrill Lynch & Co.
Inc. (A/Negative/A-1) guarantees the obligations of MLCI and MLCS.

Standard & Poor's could revise the ratings or outlook on the LBBFA
bonds if S&P revise the rating or outlook on Merrill Lynch or S&P
lower the rating on one of LBBFA's other counterparties and it
becomes the primary ratings constraint on the transaction.
Syncora is the debt service reserve and working-capital surety
bond provider to LBBFA's $635.7 million senior secured revenue
bonds series 2007A and $251.7 million senior secured revenue bonds
series 2007B.  The LBBFA bondholders rely on payments from Syncora
to cover debt service and commodity swap payments in the case of a
municipal participant's default.


THERMADYNE HOLDINGS: S&P Gives Stable Outlook; Affirms 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Thermadyne Holdings Corp. to stable from positive.  All ratings
are affirmed, including the 'B-' long-term corporate credit
rating.  The outlook revision reflects rapidly deteriorating end-
market conditions and expected weakening of credit measures.

"We expect the currently poor operating environment to result in a
more rapid decline in the company's credit measures and a
deterioration in the cushion on its fixed-charge covenant in the
near term," said Standard & Poor's credit analyst John Sico.
Liquidity is fair, with availability on the asset-backed loan
working capital facility and about $12 million of cash.  Still,
Thermadyne may likely generate some positive free operating cash
flow this year, benefiting from working capital reductions, which
it could use to reduce debt.

The ratings on Thermadyne reflect the company's weak cash flow
protection and highly leveraged financial profile, and limited
financial flexibility.  Standard & Poor's Ratings Services
considers Thermadyne's business risk profile to be vulnerable
because of its participation in the large, fragmented, intensely
competitive, and cyclical global welding-equipment industry.
Through most of 2008, Thermadyne's operating and financial
performance reflected improved cost controls and inventory levels,
and somewhat better product pricing.  However, business conditions
abruptly deteriorated throughout the industrial sector starting in
the fourth quarter 2008 into the current quarter.  Even if the
current weakness in end markets moderates, the company typically
needs to invest heavily in working capital to fund seasonal
business needs.  It also has exposure to raw-material price
volatility-namely for copper, brass, and steel-which affects its
operating performance.

Operational improvements have resulted in lower leverage.  At
Dec. 31, 2008, lease-adjusted total debt to EBITDA was 4.5x and
funds from operations to total debt was 13%, significant
improvements over 8.6x and 1%, respectively, just two years ago.
However, S&P expects these measures to decline in the coming year,
to about 10% and about 6x, respectively.  Thermadyne has an
effective registration statement for equity securities along with
its financial sponsors for the possible sale of 1.5 million and
4.5 million shares, respectively.  S&P would expect primary share
proceeds to Thermadyne, if any, to be modest and used for some
debt repayment.  Financial sponsors hold about one-third of the
company's shares and if sold could cause a change of control under
its indenture and credit facilities.  Thermadyne has also resolved
the previously cited material weakness in its financial disclosure
controls and procedures.

S&P expects weaker end-market conditions to result in
deteriorating credit measures, despite the company's demonstrated
improvement in profitability and cash flows in the past two years.
Although S&P expects weaker credit measures in a difficult
environment, S&P expects Thermadyne to generate positive free cash
flow.  The ratings do not incorporate any significant
acquisitions.  S&P could revise the outlook to negative or lower
the ratings if current market conditions deteriorate even more
rapidly or persist for a prolonged period and Thermadyne's free
cash flow dissipates, resulting in liquidity and covenant
concerns.  For example, S&P could revise the outlook to negative
if the EBITDA cushion on Thermadyne's covenants were to shrink to
10% or S&P could lower the ratings if liquidity and operating
performance were to deteriorate more than expected.


TITLEMAX HOLDINGS: Can Hire Epiq Bankr. as Noticing & Claims Agent
------------------------------------------------------------------
The U.S. Southern District of Georgia authorized TitleMax
Holdings, LLC, and its debtor-affiliates to employ Epiq Bankruptcy
Solutions, LLC, as noticing, claims, and balloting agent.

Epiq is expected to, among other things:

   i) serve as the Bankruptcy Court's noticing agent to mail
      certain notices to the estates' creditors and parties in
      interest;

  ii) provide computerized claims, claims objections, and
      balloting database services; and

iii) provide expertise, consultation, and assistance in claim and
      ballot processing and other administrative information
      related to the Debtors' bankruptcy cases.

Daniel C. McElhinney, an executive director of Epiq, told the
Court that the firm received a $50,000 retainer for all services
and costs incurred.

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

                      About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.

The Company and its affiliates filed for Chapter 11 protection on
April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805).  DLA
Piper LLP represents the Debtors in its restructuring efforts.
The Company has assets and debts both ranging from $100 million to
$500 million.


TRW AUTOMOTIVE: Bank Debt Trades at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 63.00 cents-on-the-
dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.75 percentage points
from the previous week, the Journal relates.   The loan matures on
February 9, 2014.  The Company pays 150 basis points to borrow
under the facility.  The bank debt carries Moody's B1 rating and
S&P's BB rating.

Trading in TRW Automotive slumped to as low as 57.20 cents-on-the-
dollar during the week ended February 27, 2009, a drop at that
time of 7.13 percentage points from the previous week.

Meanwhile, participations in a syndicated loan under which Dana
Corp. is a borrower traded in the secondary market at 29.75 cents-
on-the-dollar during the week ended April 24, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 4.75 percentage
points from the previous week, the Journal relates.   The loan
matures on January 31, 2015.  The Company pays 375 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B+ rating.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar during the week ended March 6, 2009, a drop at
that time of 1.71 percentage points from the previous week.

The bank debt of automakers had tougher luck in secondary market
trading.

Participations in a syndicated loan under which Ford Motor Company
is a borrower traded in the secondary market at 55.75 cents-on-
the-dollar during the week ended April 24, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.58 percentage points from
the previous week, the Journal relates.   The loan matures on
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

Meanwhile, participations in a syndicated loan under which General
Motors Corporation is a borrower traded in the secondary market at
55.28 cents-on-the-dollar during the week ended April 24, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.55
percentage points from the previous week, the Journal relates.
The loan matures on November 27, 2013.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's CCC rating.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

                           *     *     *

In March 2009, Moody's Investors Service lowered the Corporate
Family and Probability of Default Ratings of TRW Automotive, Inc.
to Caa1 from B1.  In a related action the ratings for the senior
secured bank credit facilities and guaranteed senior unsecured
notes were lowered to B1 from Ba1, and Caa2 from B2, respectively.
The Speculative Grade Liquidity Rating is lowered to SGL-4 from
SGL-3. The company's long-term ratings remain under review for
further possible downgrade.

Fitch Ratings also downgraded TRW Automotive Holdings Corp.'s
Issuer Default Rating to 'B+' from 'BB-'; and TRW Automotive
Inc.'s IDR to 'B+' from 'BB-', and Senior unsecured notes to 'B-
/RR6' from 'B+'.  All ratings remain on Rating Watch Negative
where they were placed on Dec. 11, 2008.  The ratings cover
approximately $3.2 billion in outstanding debt.  Fitch said the
downgrades were prompted by ongoing weakness in the global
automotive industry which has exhibited a sharper drop than Fitch
previously expected.


TYSON FOODS: Swine Flu Not Yet Affecting Moody's Ba3 Ratings
------------------------------------------------------------
Moody's Investors Service announced that the outbreaks of swine
influenza A (H1N1) in Mexico, the United States and Europe have
not at this time had an impact on the ratings of Tyson Foods, Inc.
The company's ratings include its Ba3 corporate family rating and
its SGL-3 speculative grade liquidity rating.  The rating outlook
is negative.  More details are available on http://www.moodys.com/

Moody's most recent rating action for Tyson on April 2, 2009
upgraded its SGL to SGL-3, affirmed the company's other ratings,
and maintained a negative outlook.

Tyson Foods, Inc. is the world's largest meat protein processor in
terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the
twelve months ended December 27, 2008 exceeded $26.9 billion.


URBANA ENTERPRISE: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Christine Des Garennes at The News-Gazette.com reports that Urbana
Enterprise LLC has filed for Chapter 7 bankruptcy protection in
the U.S. Bankruptcy Court for the Central District of Illinois,
canceling the public auction of its Historic Lincoln Hotel.

According to The News-Gazette, the Historic Lincoln was placed on
the auction block after the Marine Bank won a $1.2 million
foreclosure judgment against Urbana on March 16.  The News-Gazette
says that the hotel was then closed.  The report states that Frank
Hoffman, a Bloomington attorney who represents Urbana, said that
the bankruptcy filing has given the Company more time

The News-Gazette.com relates that Fred Rotermund -- vice president
of Global Hotel Management, a subsidiary of Urbana Enterprise --
said that the Company planned to renovate the hotel and that it
would reopen under a new name in January 2010.

Urbana, The News-Gazette.com states, purchased the Historic
Lincoln from Marine Bank for $1.3 million in March 2008.  In
October 2008, Marine Bank began foreclosure proceedings against
Urbana, according to the report.

Urbana Enterprise LLC is based in Bloomington.


US ENERGY: Court Sets May 26 General Bar Date for USEB Debtors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established May 26, 2009, at 5:00 p.m. (prevailing Eastern Time)
as the general claims bar date for filing proofs of claim in the
Chapter 11 cases of the USEB Debtors:

   Entity Name                         Case No.
   -----------                         --------
   U.S. Energy Biogas Corp.            09-10329
   Biogas Financial Corp.              09-10331
   Power Generation (Suffolk), Inc.    09-10332
   Resources Generating Systems, Inc.  09-01333
   Suffolk Biogas, Inc.                09-01334
   USEB Assignee, LLC                  09-01335
   ZFC Energy, Inc.                    09-01336
   ZMG, Inc.                           09-01337
   Oceanside Energy, Inc.              09-01338

The Governmental Unit Bar Date for the USEB Debtors is July 22,
2009, at 5:00 p.m. (prevailing Eastern Time).

Proofs of claim must be filed on or before the applicable Bar
Dates to:

     Office of the Clerk of Court
     U.S. Bankruptcy Court for the Southern District of New York
     Alexander Haqmilton Custom House
     One Bowling Green, Room 534
     New York, NY 10004-1408

                     About U.S. Energy Systems

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
company filed for Chapter 11 protection on January 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On January 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


US STEEL: Moody's Cuts Sr. Unsecured Debt to 'Ba3' on Weak Ratios
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of United States Steel Corporation to Ba3 from Baa3,
assigned a Ba2 corporate family rating and a Ba2 probability of
default rating.  At the same time, Moody's assigned a Ba3 rating
to the company's proposed senior convertible note issue due 2014.
This concludes the review of U.S. Steel's ratings, which commenced
March 13, 2009.  The rating outlook is negative.

The downgrade reflects Moody's expectations that U.S. Steel's debt
protection ratios and leverage ratios will weaken significantly
over the course of 2009.  Demand for steel remains weak across all
products. U.S. Steel's operating rate of approximately 38% for
flat rolled in North America is contributing to significant losses
in this segment, while the company's U.S. Steel Europe segment is
also underperforming and tubular will turn to a loss position in
the second quarter.  Moody's do not see market conditions
improving in any meaningful way and do not expect U.S. Steel's
performance for the balance of 2009 to materially improve over the
first quarter, although actions being taken to reduce costs could
contribute to marginal improvement in the overall cost position.
However, given the level of fixed costs within the system,
operating losses and negative EBITDA are expected to continue.
The downgrade also reflects Moody's expectation that improvement
in industry fundamentals will only come very gradually over the
course of 2010 and the company's return to profitability and
improved metrics will be over a protracted time frame.  However,
the rating considers the company's position as a leading North
American producer of flat rolled steel, which position is enhanced
by its diversification in Central Europe.  Moody's would expect
the company's performance to begin to show important improvement
once capacity utilization rates reached the 60% to 65% level.

The company's actions to preserve and enhance liquidity are
considered in the rating, including the dividend reduction and the
proposed common stock and convertible note issue, proceeds of
which will be used to repay the three-year and five-year term
loans and for general corporate purposes.  The rating assumes that
these transactions are successfully executed and that the term
loans are repaid, thereby avoiding potential covenant issues later
in the year.

Under Moody's loss given default methodology, the rating on the
senior unsecured notes reflects their position in the waterfall
behind the new $750 million inventory secured credit facility.

The negative outlook reflects Moody's expectations that
performance will continue to be challenged by the severe industry
conditions and could deteriorate further than anticipated.  The
negative outlook also reflects Moody's expectation that at the
anticipated loss and reduced business activity levels liquidity
could remain challenge, notwithstanding the new inventory advance
based revolver and repayment of the term loans.

Downgrades:

Issuer: Allegheny County Industrial Dev. Auth., PA

  -- Senior Unsecured Revenue Bonds, Downgraded to Ba3 from Baa3,
     67% LGD 4 67%

Issuer: United States Steel Corporation

  -- Multiple Seniority Shelf, Downgraded to (P)Ba3 from (P)Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     from Baa3, 67% LGD 4

Assignments:

Issuer: United States Steel Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned Ba3 67%
     - LGD4

  -- Probability of default rating, Ba2

  -- Corporate Family Rating, Ba2

Outlook Actions:

Issuer: United States Steel Corporation

  -- Outlook, Changed To Negative From Rating Under Review

The last rating action on US Steel was March 13, 2009 when the
ratings were placed under review for possible downgrade.

Headquartered in Pittsburgh, Pennsylvania, US Steel manufactures a
wide variety of steel sheet, tubular and tin products.  Revenues
for the year ended December 31, 2008 were $23.8 billion.


WILLIAM CARRAGHER: Case Summary & 14 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: William Michael Carragher, III
          aka Mike Carragher
        2404 Wilshire Blvd #9A
        Los Angeles, CA 90057-3347

Bankruptcy Case No.: 09-19774

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Samuel Price, Esq.
                  25152 Springfield Ct
                  Ste 345
                  Valencia, CA 91355
                  Tel: (661) 259-9000
                  Fax: (661) 554-7088
                  Email: sprice@donahoeyoung.com

Estimated Assets: $50,001 to $100,000

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

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

             http://bankrupt.com/misc/cacb09-19774.pdf

The petition was signed by Mr. Carragher III.


WILLIAM M. MORRIS: Section 341(a) Meeting Scheduled for May 27
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in William M. Morris, Sr.'s Chapter 11 case on May 27, 2009, at
11:00 a.m., at 1300 18th Street, Suite E., Bakersfield,
California.

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

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

Bakersfield, California-based William M. Morris, Sr. and Ellen M.
Morris, aka William M. Morris and Ellen M. Morris Family Trust,
filed for Chapter 11 on April 20, 2009 (Bankr. E. D. Calif. Case
No. 09-13489).  T. Scott Belden, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball LLP represents the Debtors in
its restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


WIRELESS AGE: Receiver Inks Deal to Sell Assets
-----------------------------------------------
The Canadian Press reports that Newlook Industries Corp. said that
a receiver for its Wireless Age has signed a deal to sell the
assets in Manitoba and Saskatchewan.

The deal is awaiting approval from the Court of Queen's Bench For
Saskatchewan in Bankruptcy and Insolvency, according to The
Canadian Press.  Citing Newlook Industries, The Canadian Press
states that the Saskatchewan assets of Wireless Communications and
the assets of Wireless Source will be sold to IM Wireless Ltd. for
$7 million.  The Canadian Press relates that Wireless
Communications' Manitoba assets would be sold to MTS Allstream
Inc. and 4L Communications Inc. for $115,000.

According to The Canadian Press, SaskTel served Wireless
Communications and Wireless Source with notice under the
Bankruptcy and Insolvency Act in January 2009 and secured a court
order to appoint an interim receiver.

The Canadian Press states that the receiver expected $7.65 million
to be available after closing with $1.25 million available for
unsecured creditors, before the receiver's fees and after
repayment of $6.4 million to SaskTel.

                        About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) --
http://www.thewirelessage.com/-- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The Company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.


YELLOWSTONE CLUB: Court Approves Modified Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved at
a hearing on April 6, 2009, the disclosure statement explaining
the Second Amended Chapter 11 Plan for Yelowstone Mountain Club,
LLC ("YC"), Yellowstone Development, LLC ("YD"), Big Sky Ridge,
LLC, and Yellowstone Club Construction Company, LLC ("YCC").  As a
result, the Debtors may now send the Plan to creditors for voting.

The Amended Plan Documents were filed April 3, 2009.

Ballots accepting or rejecting the Plan must be received by
Kurtzman Carson Consultants LLC by 4:30 p.m., prevailing Mountain
Time, on May 11, 2009.

The hearing to consider confirmation of the Debtors' Second
Amended Plan will be held at 9:00 a.m., on May 18, 2009.
Objections to the confirmation of the Debtors' Second Amended Plan
must be filed not later than May 11, 2009.

                           Plan Summary

Most of the Debtors' contractual obligations under Club membership
agreements will be assumed and honored in accordance with the
terms of those agreements.  Some members will have their existing
contracts rejected, but are offered the election to enter into new
uniform contracts in full satisfaction of any rejection claims.
Development of the Project will continue.

The Plan is supported by the Creditors Committee appointed in the
Debtors' Chapter 11 cases, the ad hoc committee of members of
Yellowstone Club, and the current equity owners.

The Plan provides for the reorganization of the Debtors and the
continued development and operation of the Project through the
issuance of 100% on the membership interest in the Reorganized YC,
YD and Big Sky in exchange for the payment of at least $30 million
in cash by the successful bidder plus payments on a secured
promissory note with a face amount of $70 million payable by the
Reorganized Debtor or the successor to the Debtor.

The Bankruptcy Court has approved the bidding procedures for an
auction of the new membership interests or sale of the assets of
the Project.  The successful bidder at the auction will then
operate the Reorganized Debtors or acquire the assets of the
Project and provide adequate assurance of future performance of
the assumed obligations.

The closing and issuance of the new membership interests or
transfer of the Project assets will occur on the Plan's Effective
Date.

                       Definitive Agreement

If the Plan is confirmed by the Bankruptcy Court and CrossHarbor
Capital Partners LLC is the successful bidder, all of the equity
interests in YC, YD and Big Sky will be fully and finally
cancelled and each of Reorganized YC, YD and Big Sky will issue
new limited liability company membership interests to New CH YMC
Acquisition LLC, or its assignee, designee, or nominee.

The Definitive Agreement provides that the purchase price for the
acquisition of the new membership interests will by $100 million,
of which $30 million will be paid in cash, and the balance of the
purchase price will be satisfied by the execution by the
Reorganized Debtors of new loan documents on the closing date.

Allowed Pre-petition First Lien Claims unded Class 3, whose agent
is Credit Suisse, will be paid its allowed secured claim related
to the Project based on the allocated portion of the Equity
Purchase Payment attributable to the Collateral.  Holders will
retain their liens on any other Collateral.  The Bankruptcy Court
has scheduled a May 8 hearing to allocate the value of the Project
between the encumbered and unencumbered assets.

General Unsecured Claims under Class 4 will receive periodic
distributions from the Liquidation Trusts which will pursue the
liquidation of all the estates' non-operating assets and all
avoidance actions.

Equity Interests under Class 7 will be cancelled on the Plan's
Effective Date.  The holders of said interests will be residual
beneficiaries of the Liquidation Trusts and will be entitled to
receive distributions from the Liquidation Tusts after the full
payment of all prior allowed claims.

             Classifications of Claims and Interests

The Plan places the various claims against and interests in the
Debtors in 14 classes.

  Class           Description                       Treatment
  -----           -----------                       ---------

    1    Allowed Prepetition Priority Claims        Unimpaired

    2    Allowed Prepetition Secure Debt            Unimpaired

    3    Allowed Prepetition First Lien Claims      Impaired

    4    General Unsecured Claims                   Impaired

    5    Convenience Class Claims                   Unimpaired

    6    Intercompany Claims                        Impaired

    7    Equity Interests                           Impaired

    8    Lender Deficiency Claims                   Impaired

    9    Pioneer/Frontier Member Rejection Claims   Impaired

   10    American Bank Claims                       Impaired

   11    Prim Secured Claims                        Unimpaired

   12    Honorary Member Rejection Claim            Impaired

   13    Founders Circle Member Rejection Claims    Impaired

   14    Company Member Rejection Claims            Impaired

Classes 1, 2, 5 and 11 are unimpaired and therefore are
conclusively presumed to accept the Plan.

Classes 3, 4, 6, 7, 8, 9, 10, 12, 13, and 14 are impaired under
the Plan and, therefore, must accept the Plan in order for it to
be confirmed.  Under Section 1129(b) of the Bankruptcy Code, the
Plan may still be confirmed despite rejection by an impaired
class, as long as one impaired class (other than insiders) accepts
the Plan and that the Plan "does not discriminate unfairly" and is
"fair and equitable" with respect to these and any other
dissenting classes.

A full-text copy of the modified Disclosure Statement, dated
April 6, 2009, explaining the Debtors' Second Amended Chapter 11
Plan, is available at http://bankrupt.com/misc/Yellowstone.DS.pdf

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club Inc. filed for Chapter 11 on Nov. 10,
2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's owner
affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case
No. 09-60452).  Ms. Blixseth listed estimated assets of
$100 million to $500 million and estimated debts of $500 million
to $1 billion.

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.


YOUNG BROADCASTING: Dec. 31 Balance Sheet Upside-Down By $587.8MM
-----------------------------------------------------------------
Young Broadcasting, Inc., has delivered to the Securities and
Exchange Commission its Annual Report on Form 10-K for the year
ended December 31, 2008.

Young Broadcasting posted a $369.6 million net loss on
$190.7 million in net operating revenue for year 2008.  Young
Broadcasting had $348.2 million in total assets and $936.0 million
in total liabilities, resulting in $587.8 million in stockholders'
deficit.

As reported by the Troubled Company Reporter on April 7, 2009, the
U.S. Bankruptcy Court for the Southern District of New York
approved bidding procedures for either (a) a potential refinancing
or equity investment in Young Broadcasting in support of a plan of
reorganization or (b) the sale, as a going concern, of all or part
of the Debtors' businesses or assets.

Competing bids are due on June 17, 2009.  In the event that
competing bids are received, an auction to determine the highest
and the best offer will be conducted on June 19, 2009, at
10:00 a.m. (Eastern) at the offices of Sonnenschein Nath &
Rosenthal LLP, 1221 Avenue of the Americas, New York, New York
10020.

The approval hearing will be held on June 25, 2009, at 10:00 a.m.
(Eastern).

In its Annual Report, Young Broadcasting said following the
bidding process and subsequent discussions with interested parties
regarding the sale of its KRON-TV unit, the Company determined
that there were no current active discussions with potential
buyers.  Accordingly, the operations of KRON-TV have been included
as continuing operations in the Company's financial statements.

On January 16, 2009, the Company decided to forego making
$6.1 million of interest payments on its 8.75% Senior Subordinated
Notes due 2014.  Furthermore on February 6, 2009, and March 31,
2009, the Company decided to forego making $4.5 million and
$2.4 million, respectively, of interest payments due on its Senior
Credit Facility due 2012, as part of a strategy to preserve
liquidity.  Furthermore, the Company did not make the quarterly
principal payment of $875,000 on its Senior Credit Facility Due
2012.  The Company is entitled to a 30 day grace period under the
terms of the indenture relating to the Notes and a 10-day grace
period under the terms of the facility.  The Company subsequently
made the $4.5 million interest payment on its Senior Credit
Facility on February 20, 2009.

A full-text copy of the Annual Report is available at no charge
at:

               http://ResearchArchives.com/t/s?3c16

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the Official Committtee of Unsecured Creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 19, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***