TCR_Public/090430.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 30, 2009, Vol. 13, No. 118

                            Headlines


750 GARLAND: Wants Access to Cash Securing Chinatrust Loan
2558 NORTH JERUSALEM: Voluntary Chapter 11 Case Summary
ACCENTIA BIOPHARMA: Final DIP Hearing Moved to May 13
ACCENTIA BIOPHARMA: Court Sets June 1 Claims Bar Date
ACCENTIA BIOPHARMA: Can Use Cash Collateral Until May 13

AIRBORNE HEALTH: Nonpayment of Loan Cues S&P's Rating Cut to 'D'
ALLISON TRANSMISSION: PIK Payment Won't Affect S&P's 'B' Rating
AIRBORNE HEALTH: Nonpayment of Loan Cues S&P's Rating Cut to 'D'
ALLISON TRANSMISSION: PIK Payment Won't Affect S&P's 'B' Rating
ALON REFINING: S&P Raises Corporate Credit Rating to 'B'

AMERICAN AXLE: Declining Auto Markets Cue Fitch's Junk Rating
AMERICAN CONTINENTAL: Voluntary Chapter 11 Case Summary
AMERICAN HOME: Former CEO to Pay $2.45MM to Settle Fraud Charges
AMERICAN INT'L: Rush Sale May Not Net Highest Price for AIU
AMERICAN INT'L: Names Matthew E. Winter as Vice Chairperson

AMERICAN NATURAL ENERGY: Cash-Strapped, Going-Concern Doubt Raised
ARTHUR ANDERSEN: Settles Enron Creditors' Lawsuit for $16 Million
ASARCO LLC: Amends Plan to Include Court-Approved Sterlite Deal
ASYST TECH: Wants Access to Cash; Lenders Deal Has Sale Milestone
ATLAS ENERGY: S&P Changes Outlook to Stable; Affirms 'B+' Rating

AVIS BUDGET: S&P Assigns Recovery Rating on Unsecured Notes
BANK OF AMERICA: CalPERS to Oppose Re-election of 18 Directors
BANK OF AMERICA: Shareholders Oust Kenneth D. Lewis as Chairperson
BASIC ENERGY: Moody's Assigns 'Ba1' Ratings on Tranche B
BEARINGPOINT INC: Obtains Final OK to Use Lenders' Cash Collateral

BERNARD L MADOFF: Castor Pollux Wins Market-Making Business
BCBG MAX: S&P Raises Corporate Credit Rating to 'B-' From 'SD'
BIG 10 TIRES: Sun Capital to Buy Stores Using Secured Debt
BOMBARDIER INC: Fitch Affirms Issuer Default Rating at 'BB+'
BERRY PETROLEUM: Moody's Confirms 'B1' Corporate Family Rating

BERRY PLASTICS: Moody's Changes Default Rating to 'B3'
BEST BRANDS: Moody's Changes Outlook on 'Caa3' Ratings to Positive
BIRMINGHAM-JEFFERSON CIVIC: Moody's Raises Bond Ratings from 'B3'
BOYD LOGISTICS: Voluntary Chapter 11 Case Summary
BROADRIDGE FINANCIAL: S&P Raises Counterparty Rating From 'BB+/B'

BRODER BROS: Amends Terms of Exchange Offer for 11.25% Sr. Notes
BRUNO'S SUPERMARKETS: Workers Push For Buyer That Would Keep Jobs
BURLINGTON COAT: S&P Changes Outlook to Stable; Keeps 'B-' Rating
CAPITAL GROWTH: Receives State Approval for Financial Closing
CAPMARK FINANCIAL: Going Concern Cues Moody's to Junk Rating

CESAR O. DIEGO: Case Summary & 19 Largest Unsecured Creditors
CHARTER COMMUNICATIONS: Disclosure Statement Hearing on May 5
CHARTER COMMUNICATIONS: Gets New Objections to Plan Terms
CHARTER COMMUNICATIONS: Panel Wants to Intervene in JPMorgan Suit
CHEMTURA CORP: Creditors Oppose $400 Million DIP Financing

CHRYSLER LLC: Task Force Deadline for Fiat Alliance Today
CHURCH & DWIGHT: S&P Assigns 'BB' Initial Senior Debt Rating
CITIGROUP INC: Sumitomo Mitsui to Acquire Some Nikko Operations
CITIGROUP INC: Wants to Free Phibro from Restrictions on Bonuses
CLICO BAHAMAS: Seeks Recognition of Insolvency Case in Bahamas

CONQUEST VACATIONS: Files for Bankruptcy in Toronto
CRESCENT RESOURCES: Weak Credit Metrics Cue S&P's Junk Rating
CRUSADER ENERGY: Forest Claims Recoupment Right
DEREK M. LARSON: Case Summary & 20 Largest Unsecured Creditors
DORIS PANOS: Files for Chapter 11 Bankruptcy Protection

DREIER LLP: Marc Dreier to Plead Guilty to Money Laundering
DRUG FAIR: Gets Court Approval for Sale of 31 Stores to Walgreen
E*TRADE FINANCIAL: Posts $233 Million First Quarter Net Loss
ENRON CORP: Arthur Andersen Settles for $16 Million
EUROFRESH INC: Gets Interim OK to Access Prepetition Lenders' Cash

EUROFRESH INC: Wants Alvarez & Marsal N.A. as Financial Advisor
EUROFRESH INC: Wants to Hire A&M Sec. for Reorganization/Financing
FAIRPOINT COMMUNICATIONS: Bank Debt Sells at Almost 51% Discount
FLEETWOOD ENTERPRISES: To Sell Oregon Travel Trailer Plant
FLORIDA DEVELOPMENT: S&P Gives Negative Outlook on 'BB-' Rating

FLUID ROUTING: Court OKs Corporate Name Change to Carolina Fluid
FLUID ROUTING: Gets Final Nod to Borrow $8MM from Customer Group
GENERAL MOTORS: Magna International Presents Offer for Opel
GEORGIA GULF: Bank Debt Trades at 38% Off in Secondary Market
GOODY'S LLC: Again Attempts Auction for Trademarks and Trade Names

GREGORY ABBETT: Case Summary & 6 Largest Unsecured Creditors
HARTMARX CORPORATION: U.S. Trustee Amends Committee Members
HARTMARX CORPORATION: Wants July 27 as Creditors' Claims Bar Date
HAWKER BEECHCRAFT: Bank Debt Sells at Almost 50% Discount
HELLER EHRMAN: Committee Sues Bank of America for $58 Million

HELLER EHRMAN: Former Staff Amend $32MM Suit to Include Partners
HELLER EHRMAN: Obtains Court Authority to Dispose Client Files
HERITAGE GATEWAY: Voluntary Chapter 11 Case Summary
HERITAGE-MONTGOMERY: Voluntary Chapter 11 Case Summary
HERTZ CORP: Bank Debt Sells at Almost 20% Off in Secondary Market

HOMEBANC MORTGAGE: Trustee Taps Counsel for Bear Stearns Suit
HORNBECK OFFSHORE: Moody's Gives Stable Outlook; Keeps Ba3 Rating
HUNTSMAN CORP: Bank Debt Sells at 25% Discount in Secondary Market
IDEARC INC: Bank Debt Sells at 60% Discount in Secondary Market
INGLES MARKETS: S&P Changes Outlook to Stable; Puts 'BB-' Rating

INTELSAT JACKSON: Bank Debt Sells at 22% Off in Secondary Market
IXI MOBILE: Chief Financial Officer Gil Steps Down
JAMES FULLER: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: Failure to Make Payments Cue Moody's Junk Rating
KARAWIA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

KENNETH W. FURRY: Case Summary & 20 Largest Unsecured Creditors
KIRK ARGIRO: Case Summary & 12 Largest Unsecured Creditors
LAS VEGAS SANDS: Bank Debt Sells at Almost 50% Discount
LAS VEGAS SANDS: Venetian Macau Bank Debt Sells at 31% Discount
LEHMAN BROTHERS BANKHAUS: Voluntary Chapter 15 Case Summary

LEHMAN BROTHERS: LBSF Unit Sues Metropolitan West to Recover $46MM
MAGNA ENTERTAINMENT: Won't File Reports with SEC While in Ch. 11
MANITOWOC CO: Bank Debt Sells at 22% Off in Secondary Market
MEHDI RAVAN: Case Summary & 7 Largest Unsecured Creditors
METALDYNE CORP: Bank Debt Sells at Almost 90% Discount

MGM MIRAGE: Lenders Extend Waiver Period Through June 30
MICHAEL BRET HOUSE: Case Summary & 20 Largest Unsecured Creditors
MICHAELS STORES: Bank Debt Sells at 34% Off in Secondary Market
MINDEN GATEWAY: Case Summary & 18 Largest Unsecured Creditors
MORTON INDUSTRIAL: Section 341(a) Meeting Set for May 5

MORTON INDUSTRIAL: U.S. Trustee Forms Three-Member Creditors Panel
MOTOR COACH: Secures $75MM in Senior Credit From GE Capital
NEWPAGE CORPORATION: Moody's Cuts Corporate Family Rating to 'B2'
NOBLE INTERNATIONAL: Section 341(a) Meeting Set for May 19
NORTHERN TRUST: Fitch Removes Issuer Rating from Negative Watch

OILEXCO INC: U.K. Subsidiary Files Chapter 15 in New York
OM FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB+'
PHILADELPHIA NEWSPAPERS: Files Schedules of Assets and Debts
PREVENTION LABORATORIES: Wants Access to Nicolasi Cash Collateral
PTS CARDINAL: Bank Debt Sells at 33% Off in Secondary Market

REVOCABLE LIVING TRUST: Case Summary & 3 Largest Unsec. Creditors
RITZ CAMERA: Files Schedules of Assets and Liabilities
RITZ CAMERA: May Employ Thomas & Libowitz as Conflicts Counsel
ROBERT DRAPER: Case Summary & 20 Largest Unsecured Creditors
ROYAL CARIBBEAN: Moody's Affirms 'Ba2' Corporate Family Rating

S&B SURGERY CENTER: Case Summary & 20 Largest Unsecured Creditors
SEMGROUP ENERGY: SEC Charges Attorney With Insider Trading
SEMGROUP LP: Gets Green-Light to Extend Maturity Date of DIP Loan
SEMGROUP LP: SEC Charges Attorney With Insider Trading
SMURFIT-STONE: Bank Debt Trades at 25% Off in Secondary Market

SOURCE INTERLINK: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
STEEL DYNAMICS: Moody's Reviews 'Ba1' Corporate Family Rating
SUN MICROSYSTEMS: Posts $201MM Net Loss in Third Quarter 2009
SWIFT TRANSPORTATION: Bank Debt Sells at 46% Discount
TETON MOTOR: Case Summary & 20 Largest Unsecured Creditors

TEXAS PETROCHEMICALS: S&P Withdraws 'B-' Corporate Credit Rating
TEXTRON INC: Fitch Downgrades Issuer Default Ratings to 'BB+'
TROPICANA ENTERTAINMENT: Assumes Leases to Avoid $250MM Claim
TROPICANA ENTERTAINMENT: Confirmation Hearing Moved to May 5
TROPICANA ENTERTAINMENT: Deal for Atlantic City Casino Completed

TROPICANA ENTERTAINMENT: Objects to IRS and Atlantic City Claims
TROPICANA ENTERTAINMENT: Panel Objects to Sussex and Wimar Claims
TROPICANA ENTERTAINMENT: Atlantic City Casino Files to Close Sale
TROPICANA ENTERTAINMENT: Adamar's Chapter 11 Case Summary
TRW AUTOMOTIVE: Fitch Cuts Issuer Rating to 'B' on GM Shutdowns

US SHIPPING: Files for Bankruptcy Protection in Manhattan
US SHIPPING: Case Summary & 30 Largest Unsecured Creditors
US STEEL: S&P Downgrades Corporate Credit Rating to 'BB'
VENETIAN MACAU: Bank Debt Sells at 31% Off in Secondary Market
VICTOR OOLITIC: Case Summary & 20 Largest Unsecured Creditors

VITAMIN SHOPPE: Sales Growth Cues Moody's to Retain 'B3' Rating
WASHINGTON MUTUAL: Sues JPMorgan on Control of $4 Bil. in Deposits
WATERFORD WEDGWOOD: U.S. Affiliate Files to Liquidate
WESTGATE PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
WL HOMES: Discloses $372-Mil. in Assets, $911-Mil. in Debts

WL HOMES: Emaar Commitment to Provide DIP Loans Extended to May 7
WYNDHAM WORLDWIDE: Moody's Downgrades Senior Ratings to 'Ba2'
YRC WORLDWIDE: Loan Amendments Permit Debt for Equity Swaps
YRC WORLDWIDE: Signs Sale/Leaseback Deal with Estes Express
YRC WORLDWIDE: Posts $257.4 Million Net Loss for 1st Quarter 2009

* Chairman Bair Says FDIC Should Have Broader Resolution Powers
* Home Prices Fall Again in February, Though at Slower Rate

* Ex-Energy Dept. General Counsel David Hill Joins Sidley Austin
* James Seery Jr. Joins Sidley Austin's Bankruptcy Practice
* Perry Mandarino Joins PricewaterhouseCoopers

* Simpson Thacher Expands Representation on Behalf of Debtors
* Sonnenschein Accidentally Discloses Rates for Treasury Work

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


                            *********


750 GARLAND: Wants Access to Cash Securing Chinatrust Loan
----------------------------------------------------------
750 Garland, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to (i) authorize the use of cash securing
repayment of Chinatrust Bank (U.S.A.) loan and (ii) grant adequate
protection for the secured lender.

The Debtor also asks the Court to allow it to use cash collateral
pending a final hearing on its cash collateral use motion.  The
Debtor requires the use of $145,028 cash collateral until May 30,
2009, when the Court is scheduled to hold a final hearing on the
motion.

The Debtor's property is subject to a first deed of trust in favor
of Chinatrust in the principal amount of $24 million.  The
property is also subject to a deed of trust of $3 million that
secures a line of credit also in favor of the bank.

The Company met with the bank to negotiate a loan restructuring to
address its financial crisis.  When the discussions broke down,
the bank moved for appointment of a receiver which precipitated to
the Chapter 11 filing.

The Debtor relates that the value of the real estate is
$30 million based on the appraisal obtained by the lender.
Accordingly, the Debtor believes that the bank is adequately
protected by an equity cushion in the property even if the Debtor
does not make adequate protection payments.

Notwithstanding the equity cushion, the Debtor proposes to grant
the bank a replacement lien on property of the estate of the same
description as their prepetition lien with the same validity and
priority as their prepetition lien against the Debtor's assets.
In addition, the bank will receive monthly interest payments
commencing in May 2009.

Aside from secured debt to Chinatrust, the Debtor also faces
$106,000 in unsecured claims related to the trade debt.

                      Chinatrust's Objection

Secured creditor Chinatrust Bank (U.S.A.) submits its objection to
the Debtor's emergency motion authorizing use of cash collateral.

The bank states that the Debtor had no rights to the rents from
the property when it filed its bankruptcy petition.  Thus, there
is no cash collateral available for the Debtor's use and there is
no sufficient income to fund a successful reorganization.

                       About 750 Garland LLC

Headquartered in Los Angeles, California, 750 Garland LLC is a
limited liability company which owns a 205 unit apartment building
in Los Angeles.

The Company filed for Chapter 11 on April 22, 2009 (Bankr. C. D.
Calif. Case No. 09-19104).  Helen R. Frazer, Esq., at Atkinson
Andelson Loya Ruud & Romo represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$30,015,000 and total debts of $27,342,806.


2558 NORTH JERUSALEM: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 2558 North Jerusalem Road, Inc.
        2558 North Jerusalem Road
        North Bellmore, NY 11710

Bankruptcy Case No.: 09-72957

Chapter 11 Petition Date: April 28, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: Alan C. Stein, Esq.
                  479 South Oyster Bay Road
                  Plainview, NY 11803
                  Tel: (516) 932-1800
                  Fax: (516) 932-0220
                  Email: alan@alanstein.net

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

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

The Debtor attached schedules of assets and liabilities to its
petition, disclosing a fee interest worth $1,300,000 in a
commercial building as its sole real property asset and $631,318
in secured debt to Rebeil Consulting Corp.  The Debtor did not
file a schedule of unsecured claims or a list of 20 largest
unsecured creditors.

The petition was signed by Eric Paulsen, president of the Company.


ACCENTIA BIOPHARMA: Final DIP Hearing Moved to May 13
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
issued its fourth interim order granting Biovest International,
Inc., permission to obtain up to $3,000,000 in postpetition
financing from Corps Real, LLC, solely for the purposes set forth
in a budget.  The DIP loan will be secured by liens on and
security interests in all property of Biovest, which liens and
security interests will be senior to all prepetition and
postpetition liens on property of Biovest.

The DIP Lender has provided interim financing pursuant to previous
interim orders in the amount of $1,000,000.

The loan will bear interest at 16% p.a.  Interest in the amount of
10% will be paid monthly, and interest in the amount of 6% will be
accrued and be paid at maturity of the loan.

Unless previous paid pursuant to previous interim orders, Biovest
is also authorized to pay the DIP Lender, in cash, at the closing
an amount equal to 4% of the initial $1,000,000 of the DIP
Facility, or $40,000.  Biovest will also pay to the DIP Lender
$40,000 upon the advance of the second $1,000,000 of the DIP
Facility, and another $40,000 upon the advance of the third
$1,000,000 of the DIP Facility.

All amounts due under the DIP Facility will become due on the
earlier of (i) December 31, 2010, (ii) dismissal of Biovest's
Chapter 11 case, (iii) conversion of Biovest's Chapter 11 case,
(iii) conversion of Biovest's Chapter 11 case to a case under
Chapter 7, (iv) the effective date of Biovest's plan of
reorganization.

A final hearing on the motion is set for May 13, 2009, at 3:00
p.m.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A.,
represent the Debtors as counsel.  Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA, represent the Official Committee
of Unsecured Creditors as counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


ACCENTIA BIOPHARMA: Court Sets June 1 Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
established June 1, 2009, as the last day for the filing of proofs
of claim in Accentia Biopharmaceuticals, Inc., et al.'s bankruptcy
cases.

Proofs of claim must be filed so as to be actually received on or
before the claims bar date to:

     United States Bankruptcy Court
     Sam M. Gibbons United States Courthouse
     801 North Florida Avenue
     Tampa, Florida 33602

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A.,
represent the Debtors as counsel.  Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA, represent the Official Committee
of Unsecured Creditors as counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


ACCENTIA BIOPHARMA: Can Use Cash Collateral Until May 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Accentia BioPharmaceuticals, Inc., et al., to continue
to use Cash Collateral from April 1, 2009, and continuing through
and including May 13, 2009, to pay ordinary, necessary and
reasonable operating expenses incurred by the Debtors in
connection with the operation of their businesses, in accordance
with a budget.

The use of Cash Collateral has been consented to by Valens
Offshore and Valens US and the Official Committee of Unsecured
Creditors.

As adequate protection, each of the Lenders was granted a
replacement lien on postpetition collateral of the same
description as that subject to the lenders' prepetition liens.

A hearing on the continued use of Cash Collateral for the period
following the expiration date, shall be held on May 13, 2009.

A copy of the budget is available at:

           http://bankrupt.com/misc/Accentia.Budget.pdf

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A.,
represent the Debtors as counsel.  Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA, represent the Official Committee
of Unsecured Creditors as counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


AIRBORNE HEALTH: Nonpayment of Loan Cues S&P's Rating Cut to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Minneapolis-based Airborne Health Inc. to 'D'
from 'CCC'.  S&P also lowered the ratings on its $160 million
senior secured term loan and $20 million senior secured revolver
to 'D' from 'CCC-'.  The '5' recovery rating on the senior secured
facility remains unchanged.  The company had about $140 million in
balance sheet debt at Feb. 28, 2009.

The downgrade follows the company's disclosure of its failure to
pay a scheduled $3 million Jan. 31, 2009, principal payment on its
term loan due 2012 and its request for a forbearance agreement and
amendment with its senior secured lenders.  Under the proposed
amendment, as long as the forbearance period is continuing,
Airborne may request borrowings under its revolver and is subject
to limited amounts.  In addition, the company is required to
engage an investment banking firm to explore strategic
alternatives.  The requested forbearance period may end on the
earliest of Aug. 31, 2009, or in the occurrence or existence of
any default or event of default other than the specified defaults
in the proposed amendment, or failure to comply with new covenants
and/or an occurrence of an unpermitted budget variance, as defined
in the proposed amendment.  The company's next principal payment
of $3 million is due on April 30, 2009, which would be covered
during the forbearance period.  If passed, the forbearance
agreement would become effective May 1, 2009, at which point S&P
may review the ratings.

"We will continue to monitor the situation and make updates as
additional information becomes available," said Standard & Poor's
credit analyst Bea Chiem.


ALLISON TRANSMISSION: PIK Payment Won't Affect S&P's 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Allison Transmission Inc. (B/Negative/--) are not affected by the
company's election to make a payment-in-kind interest payment on
its 11.25% senior unsecured toggle notes due 2015.

The decision affects the interest payment scheduled for Nov. 1,
2009, and will result in an increase to the principal amount of
the notes as of that date (and possibly on future dates if Allison
elects not to resume cash payments for future interest periods).

So-called "toggle notes" are designed to facilitate a switching
back and forth between cash and PIK distributions, often at the
issuer's discretion.  Under S&P's criteria for toggle notes, S&P
will not treat use of the PIK option as warranting a 'D' rating on
that issue -- provided there are sufficient disclosures at
issuance to give investors the expectation of receiving PIK
distributions at various stages of the security's life, and where
the issuer is rated speculative grade at the time of issuance.

In analyzing Allison's recovery prospects, S&P previously assumed
that the PIK option would likely be used prior to a bankruptcy and
that this would thus translate into higher unsecured debt
outstanding at the time of default.

Allison remains challenged by very weak industry demand for
commercial vehicles in North America.  S&P expects decreased
revenue to lead to increased leverage of more than 9x, including
S&P's adjustments, by the end of this year, compared to about 7.5x
as of the end of 2008.  The company had a 34% EBITDA cushion with
respect to its senior secured leverage test as of the end of 2008.
S&P expects the company to remain in compliance with its covenants
through the end of 2009, although S&P project the cushion to
narrow substantially because of lower EBITDA and stepdowns in the
leverage test to 7x from 7.75x over the course of the year.  The
increased debt from PIK interest does not hinder covenant
compliance because only secured debt is included in the
calculation.


AIRBORNE HEALTH: Nonpayment of Loan Cues S&P's Rating Cut to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Minneapolis-based Airborne Health Inc. to 'D'
from 'CCC'.  S&P also lowered the ratings on its $160 million
senior secured term loan and $20 million senior secured revolver
to 'D' from 'CCC-'.  The '5' recovery rating on the senior secured
facility remains unchanged.  The company had about $140 million in
balance sheet debt at Feb. 28, 2009.

The downgrade follows the company's disclosure of its failure to
pay a scheduled $3 million Jan. 31, 2009, principal payment on its
term loan due 2012 and its request for a forbearance agreement and
amendment with its senior secured lenders.  Under the proposed
amendment, as long as the forbearance period is continuing,
Airborne may request borrowings under its revolver and is subject
to limited amounts.  In addition, the company is required to
engage an investment banking firm to explore strategic
alternatives.  The requested forbearance period may end on the
earliest of Aug. 31, 2009, or in the occurrence or existence of
any default or event of default other than the specified defaults
in the proposed amendment, or failure to comply with new covenants
and/or an occurrence of an unpermitted budget variance, as defined
in the proposed amendment.  The company's next principal payment
of $3 million is due on April 30, 2009, which would be covered
during the forbearance period.  If passed, the forbearance
agreement would become effective May 1, 2009, at which point S&P
may review the ratings.

"We will continue to monitor the situation and make updates as
additional information becomes available," said Standard & Poor's
credit analyst Bea Chiem.


ALLISON TRANSMISSION: PIK Payment Won't Affect S&P's 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Allison Transmission Inc. (B/Negative/--) are not affected by the
company's election to make a payment-in-kind interest payment on
its 11.25% senior unsecured toggle notes due 2015.

The decision affects the interest payment scheduled for Nov. 1,
2009, and will result in an increase to the principal amount of
the notes as of that date (and possibly on future dates if Allison
elects not to resume cash payments for future interest periods).

So-called "toggle notes" are designed to facilitate a switching
back and forth between cash and PIK distributions, often at the
issuer's discretion.  Under S&P's criteria for toggle notes, S&P
will not treat use of the PIK option as warranting a 'D' rating on
that issue -- provided there are sufficient disclosures at
issuance to give investors the expectation of receiving PIK
distributions at various stages of the security's life, and where
the issuer is rated speculative grade at the time of issuance.

In analyzing Allison's recovery prospects, S&P previously assumed
that the PIK option would likely be used prior to a bankruptcy and
that this would thus translate into higher unsecured debt
outstanding at the time of default.

Allison remains challenged by very weak industry demand for
commercial vehicles in North America.  S&P expects decreased
revenue to lead to increased leverage of more than 9x, including
S&P's adjustments, by the end of this year, compared to about 7.5x
as of the end of 2008.  The company had a 34% EBITDA cushion with
respect to its senior secured leverage test as of the end of 2008.
S&P expects the company to remain in compliance with its covenants
through the end of 2009, although S&P project the cushion to
narrow substantially because of lower EBITDA and stepdowns in the
leverage test to 7x from 7.75x over the course of the year.  The
increased debt from PIK interest does not hinder covenant
compliance because only secured debt is included in the
calculation.


ALON REFINING: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on refining and marketing company Alon Refining Krotz
Springs Inc. to 'B' from 'B-'.  At the same time, S&P revised the
CreditWatch listing to positive implications from negative.
Additionally, S&P raised the senior secured rating on Krotz
Springs' $302 million term loan to 'B+' from 'B'.  The recovery
rating of '2' on the loan remains unchanged.

The rating actions reflect much improved debt leverage and
liquidity levels following the announcement that Krotz Springs
monetized hedges on heating oil for total proceeds of about
$185 million including the release of $50 million cash collateral.
Proceeds reduced debt levels by almost half ($185 million), and
the company should be well within its amended financial covenants.
Proceeds were used to repay outstanding debt on its $302 million
term loan (about $135 million) and credit facility (about
$50 million).

Additionally, liquidity will further improve thanks to revised
crude oil purchasing terms that will allow Krotz Springs to post
letters of credit rather than post cash collateral on its
$250 million credit facility.  S&P expects this change to be
completed by June 30.  Furthermore, Alon USA and Alon Israel
(parent of Alon USA Energy) have provided an additional equity
investment of $25 million and $25 million of letter of credit
support.


AMERICAN AXLE: Declining Auto Markets Cue Fitch's Junk Rating
-------------------------------------------------------------
Fitch Ratings has downgraded American Axle's ratings:

American Axle & Manufacturing Holdings, Inc.

  -- Long-term Issuer Default Rating to 'CCC' from 'B-'.

American Axle & Manufacturing, Inc.

  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B-/RR3' from 'B+/RR2';
  -- Senior unsecured notes to 'C/RR6' from 'CCC/RR6'.

All remain on Rating Watch Negative where they were originally
placed on Dec. 11, 2008.  The Negative Watch remains in effect due
to the uncertain production or sales ramifications of near-term
events at General Motors and/or Chrysler, including potential
bankruptcy filings.  Fitch's rating actions affect approximately
$1.3 billion of debt.  The downgrade is driven by the further
extended shutdowns scheduled by GM, and the probability of a
leverage covenant default under the company's bank agreement.

The downgrade is driven by continued deterioration in the auto and
truck markets, and the related announcement by GM, AXL's key
customer, that it will shut down 13 of its manufacturing plants in
North America during the second and third quarters of 2009.  The
shutdown for some plants may begin as early as mid-May.  GM is
taking more extended summer shutdowns than usual this year to
reduce vehicle inventory, which was 767,000 at the end of March;
with this planned shutdown the company hopes to have inventory of
525,000 at the end of July.  The announced plant closures will
challenge all of GM's suppliers, but AXL is likely to suffer more
than most of its peers in the auto supply sector given its lack of
customer diversification.  As of 2008, 74% of its sales were to
General Motors and 12% were to Chrysler.

A potential bankruptcy filing by General Motors and/or Chrysler is
incorporated into the ratings, and further rating actions will
depend on the impact of any filing on GM's and Chrysler's
production, as well as on negotiations with the company's bank
group.  Fitch believes that in the event of a filing by GM or
Chrysler, the U.S. government would provide additional financial
assistance in an attempt to support an orderly bankruptcy.  This
expected support from the government would be done in an effort to
keep the fragile supplier base intact and prevent wider industry
repercussions.  Importantly, the rating remains on Negative Watch
since the supplier base may not withstand the fallout of a GM
bankruptcy despite potential efforts to prevent negative
consequences.

At the end of 2008, AXL had liquidity of $376 million. Cash on
hand was $199 million and availability on its secured revolver was
$129 million; AXL also had $48 million available on foreign credit
facilities.  In addition to liquidity of $376 million, AXL had $77
million invested in short-term investments.  This is money that
was invested with the Reserve Funds which halted redemptions in
September 2008; consequently, it is unknown when or how much of
the money will become available to AXL.  However, from year-end
2008 through mid-March, $59 million of the funds were dispersed to
AXL.  The company's liquidity position has decreased materially
from the end of 2007 when it was $922 million.  Part of the lower
liquidity is attributable to the reduced revolver which was
previously an unsecured $600 million revolver maturing in April
2010.  When AXL amended this facility for covenant relief and to
extend the tenor in November 2008, the facility was reduced by 25%
to $477 million and became secured.  The commitment remains $477
million until April 2010; after that it is reduced to $370 million
and it expires in December 2011.  Aside from having a reduction in
the size of the revolver in 2010 and its final maturity in 2011,
AXL does not have any debt maturities until its $250 million term
loan is due in 2012.

Fitch believes that AXL could violate its secured leverage ratio
covenant later in 2009 because of the more negative outlook for
earnings in 2009 and the elevated amount of debt.  Over the course
of 2008, debt increased by $282 million to $1.14 billion.  At the
end of 2008, the senior secured leverage ratio (as defined by the
credit agreement) could be no greater than 2.5 times (x).  The
maximum secured leverage ratio in future periods is: first
quarter-2009 (1Q'09) 3.0x, 2Q'09 3.5x, 3Q'09 3.0x, and it tightens
to 2.75x after that.  If AXL has enough cash on hand, it may use
that to reduce secured borrowings at the end of each quarter to
prevent violations.  The cash interest coverage ratio must be
greater than 2.5x at year-end 2008, 2.25x 1Q'09, 1.75x 2Q'09, 2.0x
3Q'09, 2.25x 4Q'09 through 3Q'10 and 3.0x thereafter.

Fitch believes that if AXL does violate a covenant, its lenders
would be willing to provide additional relief.  This is based on
AXL's role as a key supplier to many of GM's popular platforms
which Fitch expects to remain in production whether or not the
automaker files.  Fitch also believes that AXL could possibly
benefit from difficulties at some of its key competitors.

Fitch projects that AXL will not generate free cash flow in 2009
following the negative free cash flow of $322 million in 2008,
despite significant improvement and flexibility to its fixed cost
structure.  Dividends were suspended in January 2009 and cost-
cutting efforts were made before and during the global automotive
slump; however, Fitch does not expect these initiatives to be
enough to prevent the company's financial profile from
deteriorating given the weak state of the automotive industry.
Additional headwinds will come from the company's need to make
pension contributions in 2009; AXL expects to contribute between
$15 and $20 million to the plan during the year.  At the end of
2008, the pension plan was 55% funded.  Other post employment
benefits contributions are expected to be $15 million during 2009.

The Recovery Ratings reflect Fitch's expectations under a scenario
in which the distressed enterprise value is allocated to various
debt classes.  The secured lenders recovery rating has been
downgraded from 'RR2' to 'RR3' which indicates a 51%-70% recovery
based on collateral coverage in the amount permitted to be drawn.
The RR was lowed for the secured rating given the deterioration of
the outlook for sales and the significant devaluation of global
automotive asset values.  The unsecured notes remain 'RR6' which
indicates are recovery of 0%-10% in the event of a default.  Fitch
is seeing this possible low recovery outcome for unsecured
creditors throughout the automotive sector.


AMERICAN CONTINENTAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: American Continental Resources Corporation
        23500 North 7th Street
        Phoenix, AZ 85024

Bankruptcy Case No.: 09-08743

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Rock Source, LLC                               09-08744

Chapter 11 Petition Date: April 28, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16TH ST., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

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

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

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

The petition was signed by Reynold E. Kraft, president of the
Company.


AMERICAN HOME: Former CEO to Pay $2.45MM to Settle Fraud Charges
----------------------------------------------------------------
The Securities and Exchange Commission charged two former
executives at American Home Mortgage Investment Corporation for
engaging in accounting fraud and making false and misleading
disclosures to conceal from investors the company's worsening
financial condition in early 2007 as the subprime crisis emerged.

The SEC alleges that former chairman and CEO Michael Strauss and
former CFO Stephen Hozie fraudulently understated American Home
Mortgage's first quarter 2007 loan loss reserves by tens of
millions of dollars, converting the company's loss into a
fictional profit.  The SEC alleges that Messrs. Strauss and Hozie
also misled investors about the financial condition of the
company, including the riskiness of the mortgages originated and
held by American Home Mortgage.

The SEC additionally charged Mr. Strauss, Mr. Hozie and the
company's former controller, Robert Bernstein, with misleading
American Home Mortgage's auditor among other violations.  Mr.
Strauss has settled the SEC's charges by agreeing to pay more than
$2.45 million and consenting to a five-year officer and director
bar.

"These senior executives did not just occupy a front row seat to
the mortgage meltdown - they were part of the show," said Robert
Khuzami, Director of the SEC's Division of Enforcement.  "As the
housing market imploded, these executives kept secret that the
company's holdings were collapsing like a house of cards."

James A. Clarkson, Acting Director of the SEC's New York Regional
Office, said, "As alleged in our complaint, these defendants
suppressed the warning signs of the mortgage crisis and its impact
on American Home Mortgage's business to the detriment of investors
and the broader market."

According to the SEC's complaint, Messrs. Strauss and Hozie
intentionally understated the company's reserves despite knowing
that American Home Mortgage's own internal analysis showed that
the company needed at least $38 million in additional reserves.
The analysis also showed that the company's losses on its
delinquent second liens were mounting quickly and that American
Home Mortgage would lose at least 72 percent of the value of these
loans after the properties went through foreclosure.  Messrs.
Strauss and Hozie knowingly failed to reserve adequately for the
expected losses caused by the company's delinquent loans.  Messrs.
Strauss, Hozie and Bernstein also misled American Home Mortgage's
auditor about the adequacy of the reserves for the first quarter
of 2007.

The SEC further alleges that Messrs. Strauss and Hozie misled
investors about the company's liquidity, including failing to
disclose that American Home Mortgage was forced to sell the
majority of its multi-billion dollar mortgage-backed securities
portfolio in April 2007 to meet pressing liquidity demands.
Messrs. Strauss and Hozie also made misleading disclosures about
the riskiness of the mortgages that the company originated and
held.  American Home Mortgage actually originated the majority of
its loans in 2006 on a "stated income" basis without verifying the
borrower's income.

The SEC's complaint seeks a final judgment permanently enjoining
the defendants from future violations of the federal securities
laws and ordering them to pay financial penalties and disgorgement
of ill-gotten gains plus prejudgment interest.  The complaint also
seeks a judgment barring Messrs. Strauss and Hozie from serving as
officers or directors of any public company.

Mr. Strauss agreed to settle the SEC's charges without admitting
or denying the allegations.  He will be permanently enjoined from
violating the antifraud, reporting, record-keeping, and internal
controls provisions of the federal securities laws and will pay
approximately $2.2 million in disgorgement and prejudgment
interest and a $250,000 penalty.  Mr. Strauss also will be barred
from serving as an officer or director of a public company for
five years.  The litigation against the other defendants is
ongoing.

A full-text copy of the SEC's complaint is available at no charge
at http://sec.gov/litigation/complaints/2009/comp21014.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 Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

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


AMERICAN INT'L: Rush Sale May Not Net Highest Price for AIU
-----------------------------------------------------------
Lilla Zuill at Reuters reports that American International Group
Inc. may not get the highest possible price from a rushed public
sale of its property-casualty business, AIU Holdings.

According to Reuters, AIG said last week that it is speeding up
plans to sell its property-casualty operations, most likely
through an initial public offering.  Reuters says that AIG wants
to repay the roughly $80 billion it owes the U.S. government.
Reuters notes that it is a lousy market to sell any financial
asset, but the longer AIG waits, the higher the risk that the
business becomes more tainted by the rest of the Company's
troubles.

Reuters quoted AIG CEO Edward Liddy as saying, "Over time, people
just get AIG fatigue.  A buyer of insurance just doesn't want to
deal with: Is AIG bankrupt? Are they solvent?  Are they going to
be around?  And if I can't turn this situation around, we run the
risk that that business does atrophy."

Reuters states that AIG's property-casualty businesses, which
contributed almost half of the Company's overall $83.5 billion in
premium last year, has deteriorated since the Company's federal
rescue in September, and numerous high-level executives have quit.
According to Reuters, the general insurance operations' net
written premiums dropped 22% in the fourth quarter.  Reuters
relates that AIG warned that it was seeing fewer new clients and
had lost existing business partly due to concerns over the
Company's financial strength.

"We are expecting revenue to be down in the quarter as premiums
written were already down pretty significantly in the last
quarter," Reuters quoted Gradient Analytics analyst Pete Larson as
saying.  According to the report, Mr. Larson expects AIG to be hit
by more losses this year from soured mortgage investments and on
derivative guarantees that drove much of its $100 billion in
losses over the past year.

Citing Bernstein Research analyst Todd Bault, Reuters says that
under a best-case scenario, an IPO of AIU Holdings could be valued
as high as $58 billion.   Reuters notes that the ultimate value
for an AIU Holdings IPO would be determined by investors, who in
this market are already wary after large losses from the credit
crisis.

                  About American International

Based in New York, American International Group, Inc. (AIG), is
the leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on September 8, 2008, to
$4.76 on September 15, 2008.  On that date, AIG's long-term debt
ratings were downgraded by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch
Ratings, which triggered additional requirements for liquidity.
These and other events severely limited AIG's access to debt and
equity markets.

On September 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to September 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility.  The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At September 30, 2008, AIG had $1.022 trillion in total
consolidated assets and $950.9 billion in total debts.
Shareholders' equity was $71.18 billion, including the addition of
$23 billion of consideration received for preferred stock not yet
issued.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the US Treasury and the Federal Reserve.  This concludes a review
for possible downgrade that was initiated on September 15, 2008.


AMERICAN INT'L: Names Matthew E. Winter as Vice Chairperson
-----------------------------------------------------------
American International Group, Inc., reported that Matthew E.
Winter -- AIG Senior Vice President, President and CEO of American
General Life Companies -- has been named Vice Chairperson,
Transition Planning and Administration, reporting to AIG
Chairperson and CEO Edward M. Liddy.  In this position, Mr. Winter
succeeds Richard H. Booth, who has retired.

Mr. Winter will continue to serve as President and CEO of American
General Life Companies, a position he has held since joining AIG
in 2006. He was elected AIG Senior Vice President in March 2007.
Previously he served as Executive Vice President and member of the
Office of the CEO for MassMutual Financial Group.

Jeffrey Hurd has also been named AIG Vice President and Chief
Administrative Officer and will oversee AIG's global operations
and systems, corporate administration and a variety of special
projects, reporting to Mr. Winter.  Mr. Hurd will continue to
serve as Senior Vice President and Head of Asset Management
Restructuring, reporting to Paula Reynolds.  He joined AIG in 1998
in the Corporate Legal Department, and was most recently AIG
Investments Senior Managing Director, Chief Administrative Officer
and General Counsel.

Commenting on the appointments, Mr. Liddy said Mr. Winter and Mr.
Hurd will play key roles in AIG's efforts to restructure its
businesses and repay the government assistance it has received.
"We continue to make progress every day," Mr. Liddy said.  "With
their excellent management skills, Matt and Jeff will help
continue our momentum."

Based in New York, American International Group, Inc. (AIG), is
the leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on September 8, 2008, to
$4.76 on September 15, 2008.  On that date, AIG's long-term debt
ratings were downgraded by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch
Ratings, which triggered additional requirements for liquidity.
These and other events severely limited AIG's access to debt and
equity markets.

On September 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to September 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On November 10, 2008, the U.S. Treasury agreed to purchase,
through its Troubled Asset Relief Program, $40 billion of newly
issued AIG perpetual preferred shares and warrants to purchase a
number of shares of common stock of AIG equal to 2% of the issued
and outstanding shares as of the purchase date.  All of the
proceeds will be used to pay down a portion of the Federal Reserve
Bank of New York credit facility.  The perpetual preferred shares
will carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At September 30, 2008, AIG had $1.022 trillion in total
consolidated assets and $950.9 billion in total debts.
Shareholders' equity was $71.18 billion, including the addition of
$23 billion of consideration received for preferred stock not yet
issued.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the US Treasury and the Federal Reserve.  This concludes a review
for possible downgrade that was initiated on September 15, 2008.


AMERICAN NATURAL ENERGY: Cash-Strapped, Going-Concern Doubt Raised
------------------------------------------------------------------
Malone & Bailey, PC, in Houston, Texas, the independent registered
public accounting firm of American Natural Energy Corporation has
raised substantial doubt about the Company's ability to continue
as a going concern.

American Natural Energy has sustained substantial losses in 2008
and 2007, totaling approximately $61,000 and $3.2 million,
respectively, and had a working capital deficiency at December 31,
2008 of approximately $20.3 million.  Production from the
Company's drilling program increased during 2008 compared to 2007;
however, its revenue has not been sufficient to fund operations.

As of December 31, 2008, American Natural Energy does not have any
available borrowing capacity under existing credit facilities, and
its current assets are $154,000 compared with current liabilities
of $20.4 million.  American Natural Energy's current liabilities
include approximately $10.8 million of secured indebtedness, which
was due September 2006 and is currently in default and accounts
payable, revenues payable, notes payable, and other current
obligations aggregating to approximately $9.6 million.

In October 2003, American Natural Energy completed a borrowing of
$12.0 million used for repayment of outstanding short-term secured
debt, for exploration and development activities on the oil and
gas leases within its ExxonMobil joint development project in St.
Charles Parish, Louisiana, and for general corporate purposes.  As
of December 31, 2007, a total of $1.175 million of Debentures was
converted to common stock.  The remaining $10.825 million
borrowing was due to be repaid on September 30, 2006.

In addition, as of December 31, 2007, American Natural Energy is
in default in the payment of $1.5 million of interest on the
Debentures.  The loan is collateralized by a lien against all
American Natural Energy's oil and natural gas properties and
undeveloped leaseholds and bears interest at 8% per annum, payable
quarterly commencing December 31, 2003.

As a consequence of the indebtedness being in default, American
Natural Energy said creditors could foreclose against
substantially all of its assets.  Under these circumstances, the
holders of the Company's common stock could realize little or
nothing from their investment in the Company shares.

"There can be no assurance that we will be successful in paying
such amounts or refinancing this indebtedness or that the terms of
such refinancing may not be disadvantageous to the holders of our
common stock or result in material dilution," American Natural
Energy said in a regulatory filing with the Securities and
Exchange Commission.  "Our inability to pay or refinance this
indebtedness could lead to the creditors foreclosing on all our
assets which could result in the loss of a stockholder's entire
investment."

American Natural Energy also said it has substantial needs for
funds to pay outstanding payables and debt due during 2009.

"All the foregoing lead to questions concerning our ability to
meet our obligations as they come due.  We also have a need for
substantial funds to develop our oil and gas properties.  We have
financed our activities using private debt and equity financings,
and we have no line of credit or other financing agreement
providing borrowing availability with a commercial lender,"
American Natural Energy said.  "As a result of the losses incurred
and current negative working capital and other matters . . . there
is no assurance that the carrying amounts of our assets will be
realized or that liabilities will be liquidated or settled for the
amounts recorded.  Our ability to continue as a going concern is
dependent upon adequate sources of capital and the ability to
sustain positive results of operations and cash flows sufficient
to pay our current liabilities and to continue to explore for and
develop our oil and gas reserves."

American Natural Energy posted a net loss of $61,498 on total
revenues of $2.19 million for the year ended December 31, 2008.

The Company had $3.29 million in total assets and $22.3 million in
total liabilities, resulting in $19.0 million in stockholders'
deficit.

A full-text copy of the Company's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3c2c

                   About American Natural Energy

Based in Tulsa, Oklahoma, American Natural Energy Corporation is
engaged in the acquisition, development, exploitation and
production of oil and natural gas.  The Company acquired the
assets and outstanding stock of Couba Operating Company in
December 2001, after Couba was forced into chapter 7 bankruptcy in
March 2000.  The case was later converted to Chapter 11 and in May
2001, the Company joined with Couba in submitting to the
Bankruptcy Court a plan of reorganization whereby the Company
would acquire substantially all the assets -- consisting of
physical oil and gas facilities -- and capital stock of Couba.
The plan was finally confirmed November 16, 2001.


ARTHUR ANDERSEN: Settles Enron Creditors' Lawsuit for $16 Million
-----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Recovery Corp. asks Judge Arthur J. Gonzalez of
the U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement and mutual release it entered into
with Arthur Andersen.

Under the settlement, Arthur Andersen will pay to Enron
$16,000,000 and the parties will mutually release each other from
all claims.

In December 2003, the Official Committee of Unsecured Creditors of
Enron Corp. filed a complaint, on behalf of Enron, against Arthur
Andersen alleging that certain of its former officers needed the
approval of Arthur Andersen, as Enron's former independent auditor
and financial advisor, to engage in gross misconduct and breaches
of their fiduciary duties in the form of misstating and
manipulating Enron's financial condition for the former
executives' own benefit.  The Complaint also alleged that the
accounting firm failed to fully and candidly apprise Enron's Board
of Directors with respect to certain high risk transactions
orchestrated by the former Enron officers and failed to fulfill
its obligations to Enron, the Board, and its Audit Committee by
placing the firm's own interests ahead of Enron's and by acceding
to the inappropriate transactions designed by the Enron Insiders.

According to the Complaint, Arthur Andersen was involved in
virtually every aspect of Enron's financial operations and
internal control structure, giving rise to their own fiduciary
duties of loyalty, utmost good faith and candor, honest dealing,
and full disclosure.  In addition, the Complaint alleges that
Arthur Andersen was paid more than $180 million in fees between
1997 and 2001.

The Committee further alleged that Arthur Andersen breached these
duties by, among other things:

   (a) placing its own financial interests ahead of Enron's;

   (b) failing to provide objective, impartial and truthful
       advice to Enron;

   (c) issuing audit opinions of Enron's financial statements
       that Arthur Andersen was negligent in failing to know
       contained material misstatements and omissions;

   (d) failing to recognize that ever increasing sophisticated
       and complex transactions entered into by Enron had little
       to do with the nature of Enron's business and everything
       to do with the Enron Insiders' attempt to achieve
       financial statements that did not reflect the reality of
       the company's performance or the results of the
       transactions itself; and

   (e) destroying evidence.

Arthur Andersen has denied, and continues to deny, each and all
claims and allegations of wrongdoing made against it and has
maintained that it has meritorious defenses.

Enron asserts that the settlement will clearly benefit its estate.
Enron points out that the settlement will result in a substantial
payment to the estate and will adequately compensate the estate
for its claims against Arthur Andersen given the costs and
uncertainties of litigation.

Bloomberg's Bill Rochelle says the Court is scheduled to convene a
hearing on the settlement on May 14.

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.

Bloomberg relates that distributions to Enron creditors exceed
50%, some three times more than early estimates of the probably
recovery.

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).


ASARCO LLC: Amends Plan to Include Court-Approved Sterlite Deal
---------------------------------------------------------------
ASARCO LLC has filed a disclosure statement explaining its fourth
amended plan of reorganization.  The Fourth Amended Plan
incorporates the approval by the U.S. Bankruptcy Court for the
Southern District of Texas of the $1.7 billion sale of ASARCO
LLC's operating assets to Sterlite Industries Ltd.

As reported by the Troubled Company Reporter, Judge Richard S.
Schmidt approved on April 22, 2009, the proposed form of the
Renewed Purchase and Sale Agreement between ASARCO LLC and and
Sterlite (USA), Inc., including the agreement provisions on a
conditional release of Sterlite and bid protections for Sterlite.

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

The Sterlite sale will be approved through the confirmation of the
Debtors' Plan.

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

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASYST TECH: Wants Access to Cash; Lenders Deal Has Sale Milestone
-----------------------------------------------------------------
Asyst Technologies, Inc., has reached an agreement Keybank
National Association, as agent for the prepetition lenders, for
the use cash to fund its Chapter 11 case.  Asyst asks the U.S.
Bankruptcy Court for the Northern District of California to
approve the stipulation, which would allow it to use cash
collateral securing repayment of loan from prepetition lenders.

The agreement with Keybank requires the Debtor to seek approval of
the sale of all assets by May 29

Entities with interest in the cash collateral are Keybank, as
agent, and lenders Citibank, N.A., Silicon Valley Bank, and RBS
Citizens Bank.  The Debtor is indebted to the lenders pursuant to
a credit agreement dated as of July 27, 2007, as amended, and the
loan documents, as amended, in the principal amount of
$77 million, as of the petition date, plus accrued prepetition
interest, costs and fees and other obligations.  Pursuant to the
loan agreement, the prepetition obligations are secured by a
continuing perfected lien upon all of the Debtor's assets.

The agent is willing to consent the Debtor's use of cash
collateral only to the extent provided in the budget until
June 30, 2009.

Pursuant to the stipulation, the Debtor has also agreed to grant
(i) a replacement lien in favor of Keybank and other lenders; (ii)
a superpriority claim; and (iii) payment of certain fees and
expenses of the agent's counsel and financial advisor.

The Debtor's use of cash collateral, and the agent's willingness
to allow use, will immediately and automatically terminate upon
the earliest to occur of these:

   i) May 15, 2009, if the Court has not entered a final order
      approving the stipulation;

  ii) the dismissal or conversion to Chapter 7 of the case;

iii) the entry by the Court of an order granting relief from the
      automatic stay;

  iv) the appointment of any trustee or any examiner;

   v) the final indefeasible payment and satisfaction in full in
      cash of the prepetition obligations;

  vi) the effective date of any Chapter 11 plan of reorganization;

vii) the Debtor's total expenditures at the end of any month
      exceed 105% of the Debtor's budgeted expenditure;

viii) the failure of the Debtor to deliver to the agent any
      documents or other information required to be delivered
      pursuant to the interim order within 5 days after receiving
      notice from the agent;

  ix) the consummation of the sale of all or substantially all of
      the assets of the Debtor;

   x) the failure by the Debtor to observe or perform any of the
      terms or provisions contained herein or in the prepetition
      loan documents;

  xi) without the consent of the agent, the entry of an order of
      the court approving the terms of any debtor-in-possession
      financing for the Debtor unless the prepetition obligations
      are indefeasibly paid in full;

xii) the entry of an order of any court reversing, staying,
      vacating or otherwise modifying in any material respect the
      terms of the interim order; or

xiii) May 29, 2009, if the Debtor has not filed a motion to sell
      substantially all of its assets on or before the date,
      provided, however, the date mat be extended by written
      agreement between then agent and the Debtor on or prior to
      the occurrence of the date.

The agent's and the lenders' liens on and security interest in the
collateral will be subject only to payments not to exceed $50,000,
which amount may be used only to pay fees.

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

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

                About Asyst Technologies, Inc.

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 in its
restructuring efforts.  As of December 31, 2008, the Debtor had
total assets of $295,782,000 and total debts of $315,364,000.


ATLAS ENERGY: S&P Changes Outlook to Stable; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Atlas Energy Resources LLC to stable from negative.  At
the same time, S&P affirmed the ratings on ATN, including the 'B+'
corporate credit rating.

The outlook revision follows the announcement that ATN and Atlas
America Inc. (unrated) have executed a merger agreement, such that
ATN will become a newly formed subsidiary of Atlas America, to be
known as Atlas Energy Inc.  As a result of the announcement,
Standard & Poor's has greater confidence that the newly formed
entity will not lever up and degrade its financial profile to
support its sister entity, Atlas Pipeline Partners LP.  The
corporate credit rating on APL is 'B' and remains on CreditWatch
with negative implications, due to tightening liquidity and
concerns that it could breach a financial covenant.  In ATN's
latest investor conference call, management indicated that APL
would not be allowed to burden Atlas America or ATN.  Furthermore,
APL has recently announced asset sales to nonaffiliated third
parties, which also relieves some of the uncertainty of whether
ATN would have purchased assets from APL to support the entity.

The ratings on ATN reflect the company's limited scale, geographic
diversity, and aggressive financial leverage.  The ratings also
reflect the low geological risk inherent in the company's reserve
base, its long reserve life, and the fee income that the company's
partnership management business generates.

Standard & Poor's expects that debt to EBITDA will be in the low-
3x area and EBIT to interest coverage will be 3.5x to 4x.

"If measures worsen beyond these levels, due to the funding of
growth-related capital expenditures or underperformance in the
company's underlying businesses, S&P will consider a ratings
downgrade," said Standard & Poor's credit analyst David Lundberg.
"It is unlikely that S&P will raise the ratings in the near
future," he continued.


AVIS BUDGET: S&P Assigns Recovery Rating on Unsecured Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).

The 'CCC-' rating on the notes is two notches lower than the
parent company's corporate credit rating, based upon S&P's
expectation that the current credit markets will continue to
require higher collateralization for secured vehicle facilities,
leaving less available for the unsecured lenders.  Also, a shift
by Avis Budget to a higher percentage of risk vehicles in its
fleet, combined with a soft automotive retail market, suggests
that unsecured recoveries would be lower in the event of a payment
default.

On April 17, 2009, S&P removed ratings on Avis Budget from
CreditWatch with positive implications, and assigned a developing
outlook.

"The ratings on Parsippany, New Jersey-based Avis Budget Group
Inc. reflect a highly leveraged financial profile; the price-
competitive and cyclical nature of on-airport car rentals; its
exposure to the troubled automobile manufacturing industry; and
significant refinancing risk -- with close to $4 billion of debt
maturities through 2010," said Standard & Poor's credit analyst
Betsy Snyder.  "Ratings also incorporate the company's position as
a major U.S. on-airport car renter and the strong cash flow this
business generates," the analyst continued.

(For the corporate credit rating rationale on Avis Budget, see the
research update published on April 20, 2009, on RatingsDirect.  An
updated recovery analysis on Avis Budget will be published on
RatingsDirect following release of this article.)

                           Ratings List

                      Avis Budget Group Inc.
                    Avis Budget Car Rental LLC

       Corporate Credit Rating           CCC+/Developing/--

            Ratings Affirmed/Recovery Rating Assigned

                    Avis Budget Car Rental LLC

                                         To              From
                                         --              ----
       Senior Unsecured                  CCC-            CCC-
        Recovery Rating                  6


BANK OF AMERICA: CalPERS to Oppose Re-election of 18 Directors
--------------------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that the
California Public Employees' Retirement System or CalPERS said
that it will oppose the re-election of all 18 Bank of America
Corp. directors, including Chairperson and CEO Ken Lewis, during
the Company's annual meeting.

According to WSJ, more holders -- including Calpers, which owns
22.7 million BofA shares, and proxy-advisory firms like Egan-Jones
-- are expressing their displeasure with BofA's current leaders
and are calling for a boardroom makeover.  WSJ quoted Calpers
board President Rob Feckner as saying, "The entire board failed in
its duties to shareowners and should be removed."

WSJ relates that BofA's shares were recently down 8% at $8.21 on a
Wall Street Journal report that regulators have told BofA and
Citigroup Inc. that they may have to raise more capital based on
early results of the government's stress tests of lenders.
According to the report, BofA has already taken $45 billion in
capital from the federal government, some of it used to help the
bank cover losses stemming from its purchase of Merrill Lynch.

Mr. Lewis is likely to win re-election to BofA's board by a wide
margin, Dan Fitzpatrick at WSJ states, citing people familiar with
the preliminary results of shareholder votes set to be announced
at the meeting in Charlotte.  WSJ says that as of Tuesday, with
about 75% of the shares outstanding counted, slightly more than
50% favored splitting the chairperson and CEO positions.

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

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

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

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


BANK OF AMERICA: Shareholders Oust Kenneth D. Lewis as Chairperson
------------------------------------------------------------------
Bank of America Corp. shareholders called for new leadership and
greater accountability as 50.3% voted in favor of a resolution
forcing Kenneth D. Lewis to resign as Chairman of the Board during
the bank's annual shareholder meeting.

"Today, we saw a vote of no confidence in Ken Lewis who has
overseen record losses in stock value and whose short-sited
business plans have put personal gain ahead of shareholders and
the long-term health of the company," said SEIU Master Trust
Chairman Andy Stern.  SEIU Master Trust is a consortium of funds
that has total assets of more than $1.3 billion and is an active
proponent of sound corporate governance as a vital means to
protect and enhance shareholder value.

"Boards operate independently from management for good reason --
to ensure proper oversight, to balance the inherently biased views
of staff, and to provide the long view," continued Mr. Stern.  "As
shareholders, we're pleased that Bank of America has acted swiftly
to implement the by-law change and we're hopeful that the new
Chair will bring independent leadership, protect the interests of
shareholders and get the bank back on track."

The vote follows more than three years of SEIU Master Trust
advocacy and engagement with Bank of America to improve its
corporate governance practices.  In what is the first time ever
that shareholders have been able to amend the corporate by-laws in
a proxy vote of an S&P 500 company, the SEIU Master Trust
resolution required that the Board of Directors appoint an
independent Chairman to its board.  Before filing this year's
successful resolution, the SEIU Master Trust filed a similar
resolution last year winning 38 (37.6) percent support from
shareholders.

"Bank of America investors are calling for swift, fundamental
reform of a bank that has lost its way.  Appointment of a new
Chair is just the first step; in coming weeks, Bank of America
must make fundamental changes to restore shareholder trust and to
build a banking governance model that will succeed over the long
term," concluded Mr. Stern.

At a meeting of the Board of Directors, after a recommendation
from the Governance Committee, Dr. Walter E. Massey was elected
chairman.  Mr. Lewis will be president and CEO. The board
unanimously expressed its support for Mr. Lewis to continue in
that role.

All 18 directors were elected to the board by comfortable margins.
In addition, management proposals regarding executive compensation
and the retention of PricewaterhouseCoopers LLC as the Company's
independent accounting firm were approved.

Seven shareholder proposals were not approved.  An eighth
shareholder proposal to change the company's by-laws to require an
independent chairman was narrowly approved.

Mr. Massey is president emeritus at Morehouse College in Atlanta.
He served as president of Morehouse from August 1995 to June 2007.
He has been a director of the board since 1998 and is a member of
the board's Audit Committee.  He was a director of BankAmerica
Corporation from 1993 to 1998 and currently also serves as a
director of McDonald's Corporation.  Mr. Massey formerly was also
a director of Delta Airlines, Motorola, BP PLC.

Prior to Morehouse, Mr. Massey held a range of administrative and
academic positions.  He is former director of the National Science
Foundation, a position to which he was appointed by former
President George H.W. Bush.  The Foundation is the government's
lead agency for support of research and education in mathematics,
science and engineering.  Mr. Massey also served as vice president
for research and professor of physics at the University of
Chicago, as director of the Argonne National Laboratory, dean of
the College and professor of physics at Brown University and as
assistant professor of physics at the University of Illinois.

Immediately prior to Morehouse, Mr. Massey was provost and senior
vice president for academic affairs at the University of
California.  In this position, the second most senior position in
the UC system, he was responsible for academic and research
planning and policy, budget planning and allocations, and
programmatic oversight of the three national laboratories the
University manages for the Department of Energy: Lawrence
Livermore National Laboratory, Los Alamos National Laboratory and
Lawrence Berkeley Laboratory.

After earning a bachelor of science in physics and mathematics in
1958 from Morehouse, Mr. Massey received his master's and
doctorate in physics in 1966 from Washington University in St.
Louis, Missouri Mr. Massey's research has involved the study of
quantum liquids and solids.  His written work has also addressed
science and math education, the role of science in a democratic
society, and university-industry interactions and technology
transfer in national and international settings.

Active with a range of organizations, Massey is a past chair of
the Secretary of Energy Advisory Board (SEAB) and was a member of
the President's Council of Advisors on Science and Technology.
The recipient of more than 30 honorary degrees from institutions
such as Yale University, Northwestern University, Amherst and the
Ohio State University, Massey's leadership in education includes
his service as a member of the Gates Millennium Scholars Advisory
Council and the National Commission on Mathematics and Science
Teaching for the 21st Century.

He is a fellow and past president of the American Association for
the Advancement of Science, a fellow and past vice president of
the American Physical Society, and a member of the American
Academy of Arts and Sciences, the American Philosophical Society
and the Council on Foreign Relations.

During the meeting, Mr. Lewis said the company's long-term vision
for profitable growth is being advanced by the acquisitions of
Merrill Lynch & Co. and Countrywide Financial Corp. despite the
challenging economic environment.

"We are building this company and managing for the long term,"
Lewis told shareholders at the company's annual meeting.  "I
continue to believe we have built the best financial company in
the industry, and that our results over the long term will bear
that out.  Let me acknowledge that 2008 was a very difficult year
for the economy, for the financial services industry and for our
company in particular.  Our company's shareholders have carried a
heavy burden recently.  We are doing everything within our power
every day to fight through today's adversity and drive toward
tomorrow's promise."

"Merrill will help the company move toward its goal of developing
stronger, deeper and more profitable customer relationships over
the long term through its leading positions in capital markets and
wealth management," Mr. Lewis said.  "Countrywide helped Bank of
America gain a high-quality franchise and customer base along with
significant market share in mortgages -- a cornerstone financial
product," he added.

"My strong feeling is that organizational integration -- and a
renewed focus on organic growth -- will be the almost exclusive
focus of our efforts in the coming years," Mr. Lewis said.

Bank of America Chief Financial Officer Joe Price told
shareholders the company's core strengths in its business become
more evident in challenging economic times.

"Our broad customer and client reach and geographic diversity form
a powerful engine for revenue generation and earnings," Mr. Price
said.  "Our business diversity is equally important, providing
balance as some businesses perform well while others are
confronted with challenges."

With the earnings power added from recent acquisitions including
Countrywide, Merrill, LaSalle Bank and MBNA, along with the cost
savings opportunities, Mr. Price said although he can't predict
future results, he believes the company has the potential to
produce approximately $30 billion in annual net income under more
normal economic conditions.

"As demonstrated by our history of revenue and earnings, and
despite today's challenges, the model we have built is working,
and we expect it to be even more powerful in the future," Mr.
Price said.

    Items of Business Voting Final Results

                    Directors               % For        % Against
    William Barnet, III                     93.19           6.81
    Frank P. Bramble, Sr.                   78.32          21.68
    Virgis W. Colbert                       85.64          14.36
    John T. Collins                         93.32           6.68
    Gary L. Countryman                      87.33          12.67
    Tommy R. Franks                         93.43           6.57
    Charles K Gifford                       92.58           7.42
    Kenneth D. Lewis                        67.33          32.67
    Monica C. Lorenzo                       75.34          24.66
    Walter E. Massey                        92.72           7.28
    Thomas J. May                           93.32           6.68
    Patricia E. Mitchell                    87.92          12.08
    Joseph W. Prueher                       85.69          14.31
    Charles O. Rossotti                     86.37          13.63
    Thomas M. Ryan                          84.06          15.94
    O. Temple Sloan                         62.60          37.40
    Robert L. Tillman                       75.66          24.34
    Jackie M. Ward                          71.79          28.21

               Management Proposals         % For        % Against
    Ratification of Accounting Firm         96.70           3.30
    Executive Compensation (non-binding)    71.28          28.72

              Shareholder Proposals         % For        % Against
    Government Employment Disclosure         7.81          92.19
    Executive Compensation Advisory Vote    40.08          59.92
    Cumulative Voting                       37.78          62.22
    Special Stockholder Meetings            49.35          50.65
    Independent Board Chairman              50.34          49.66
    Credit Card Practices                   33.38          66.62
    Healthcare Reform Principles             7.52          92.48
    Limits on Executive Compensation        26.77          73.23

                          Bank of America

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

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

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

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


BASIC ENERGY: Moody's Assigns 'Ba1' Ratings on Tranche B
--------------------------------------------------------
Moody's assigned a Ba1 and LGD 2 (the point estimate is changing
from 19% to 23%) rating to Basic Energy Services, Inc.'s Tranche B
of the company's amended secured revolving credit facility, while
affirming the Ba1 rating of the Facility's Tranche A.  Moody's
also affirmed Basic's Ba3 Corporate Family Rating and the Ba3
Probability of Default Rating and the B1, LGD 5 rating on the
senior unsecured notes (though the point estimate is changing from
74% to 77%).  The outlook has changed to negative from stable.

The $225 million first lien revolving credit facility is being
separated into two tranches.  Since part of the facility, Tranche
B (between $135 million and $157 million), will be pari passu with
Tranche A but extended to 2012, Moody's are assigning a Ba1 rating
to it.  Moody's have also affirmed the Ba1 rating on the remaining
part, Tranche A ($68 million and $90 million) that will keep its
December 2010 maturity.  In addition, the covenants are being
amended to increase the leverage ration (net Debt/EBITDA) to 3.75x
from the existing 3.25x and the amended facility will also permit
the prepayment of up to $50 million of unsecured debt.

"The negative outlook reflects the underlying weak fundamentals of
the North American services business and the impact this will have
on the company's operating performance over the next 12 to 18
months" said Moody's Vice President Ken Austin.

Although BAS is amending its leverage ratio and has a significant
amount of cash on hand ($111 million at 12/31/08), which keeps net
leverage within a reasonable range Moody's believes the company
could see a material decline in EBITDA which in turn will result
in an increase in gross leverage (Debt/EBITDA) that is beyond the
3.5x expectations of the Ba3 CFR.  Given the significant weakness
in capital spending by the E&P sector, Moody's believe this
downcycle could extend into 2010 and keep BAS' leverage on the
higher end for the rating.

Despite the company's aggressive cost cutting measures, with
workover rig utilizations down below 50% and pricing having
declined by as much as 25% in some markets, Moody's believe BAS'
2009 EBITDA could fall by more than 50% for 2009 compared to 2008.
While Moody's would expect the workover business to stabilize and
possibly recover later this year, the timing and pace are not
clear.  In addition, the company still has significant exposure to
more volatile drilling related activity.  Moody's estimates that
approximately 50% of BAS' 2008 revenues and EBITDA were generated
from drilling/completion related activity, which is down
considerably in North America as evidenced by the Baker Hughes rig
count having declined by nearly 60% since August of 2008.

While BAS is well positioned in the North American well services
industry with a company estimated 11% market share, this business
has been hit extraordinarily hard this downcycle compared to
previous downcycles.  Typically, the well services/workover
business is considered to be more durable in the downcycle than
most oilfield services businesses as E&P companies would continue
to focus on maintaining existing production or even increase
production through more cost effective workover methods compared
to drilling new wells.  However, the capital and liquidity
pressure facing many E&P companies due to lower commodity prices
and capital markets volatility is resulting in much lower workover
business.  In addition, the current costs to the producer still
make the incremental economics challenging at this time to pursue
workover activity, which may put additional pressure on Basic's
and its competitor's ability to hold prices from further declines.
Further, with commodity prices still pressured, particularly
natural gas, and the prospect of further borrowing base reductions
facing many producers in the coming fall season, Moody's believes
that this business could see sustained weakness throughout 2009.

Basic's liquidity profile is adequate to cover its cash needs over
the next four quarters.  The company had $111 million of cash on
hand at 12/31/08.  Moody's expects this cash balance to rise as
the slowdown of activity since year-end should result in a
liquidation of much of its working capital.  This cash, along with
EBITDA in the range of $85 million to $95 million and
approximately $29 million available under the revolving credit
facility, should be sufficient to cover its planned capex of about
$40 million, interest costs of about $29 million and lower working
capital needs for 2009.  The amended credit facility will allow
for additional covenant room for the company as it is increasing
the debt/EBITDA covenant from 3.25x to 3.75x.  It is important to
note that the covenant is measured on a net debt basis, which
provides cushion against volatility in its EBITDA given the cash
balances expected, should provide the company with flexibility in
meeting the amended covenant in the event

The last rating action for Basic was on July 16, 2008, when
Moody's confirmed the company's ratings.

Basic Energy Services is headquartered in Midland, Texas.


BEARINGPOINT INC: Obtains Final OK to Use Lenders' Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted BearingPoint, Inc., and its affiliated debtors final
authority to use cash collateral of Wells Fargo Bank, N.A., as
agent for itself and the secured lenders, in accordance with a
previously approved budget.

Along with the cash collateral, the lenders hold first-priority
liens on substantially all of the Debtors' property and a pledge
of 65% of the stock in certain of BearingPoint's first-tier
foreign subsidiaries.

As adequate protection, to the extent of any diminution in the
value of their interest in the pre-petition collateral, the Agent,
on behalf of the secured lenders, is granted adequate protection
liens equivalent to a lien granted under Section 364(c) of the
Bankruptcy Code in substantially all of the assets of the Debtors
in existence prior and subsequent to the commencement of the
Debtors' bankruptcy filing, excluding avoidance actions, subject
only to the Carve Out and any prior liens.

In addition to the adequate protection liens, the Agent, on behalf
of the secured lenders, is also granted an adequate superpriority
claim under Sections 503(b)(1), 507(a), and 507(b) of the
Bankruptcy Code.

As additional adequate protection, the Debtors will pay to the
Agent, on behalf of the secured lenders, cash payment of interest
at the non-default rate at the times required under the Credit
Agreement, including, without limitation, the reasonable fees and
expenses of Paul, Hastings, Janofsky & Walker, LLP, Lazard Freres
& Co., LLC, and any other professional fees to the extent provided
for under the Credit Agreement.

A copy of the initial approved budget is available for free at:

      http://bankrupt.com/misc/BE.InitialApprovedBudget.pdf

As reported on the Troubled Company Reporter on April 8, 2009, the
Bankruptcy Court adjourned to April 15, 2009, at 2:00 p.m., the
final hearing on BearingPoint, Inc., et al.'s request for the
contined use of its lender's cash collateral.  The Debtor
rescheduled the final hearing by about two weeks after
its official committee of unsecured creditors conveyed objections
to the proposal.  The panel said that while all parties agree that
cash collateral is necessary to fund operations, it balks at a
suite of provisions -- the hair-trigger budget controls, default
conditions, automatic stay relief grants, and confirmation
milestones -- designed to lock in a plan favorable to the senior
lenders and thereby control the reorganization.

According to Bloomberg's Bill Rochelle, although the hearing was
reset for March 30 as requested, some of the objectionable
provisions in the cash-use arrangement were modified.  Among them,
the lenders can't cut off use of cash without 24 hours' notice and
can't exercise any remedies unless the bankruptcy court modifies
the so-called automatic stay.

                      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.


BERNARD L MADOFF: Castor Pollux Wins Market-Making Business
-----------------------------------------------------------
The trustee for Bernard L. Madoff Investment Securities
Inc. said April 28 that Castor Pollux Securities LLC won the
auction for the market-making business, according to a report by
Bloomberg's Bill Rochelle.

Bloomberg relates that with three bidders at the auction, Castor
Pollux made the best proposal with an offer of $1 million in cash
to be paid at closing plus as much as another $24.5 million based
on gross revenue through December 2013.

Irving Picard, the liquidating trustee, previously signed a deal
to sell the Madoff market making operations to Castor Pollux for
$500,000 cash plus another $15 million based on a percentage of
gross revenue through 2012, but the offer was still subject to
competing bids at an auction on April 27.

Castor Pollux's original offer was worth $15,500,000, computed as
(i) $500,000 as Closing Payment; plus (ii) certain additional
payments totaling up to $3,000,000 as Revenue Earn-Out Payments,
plus (iii) certain additional payments (the "Trading Earn-Out
Payments") in an amount determined in accordance with and pursuant
to the APA.  Caster was to receive a $15,000 break-up fee in the
event the Trustee terminates the APA.

                  About Bernard L. Madoff

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

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

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

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

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


BCBG MAX: S&P Raises Corporate Credit Rating to 'B-' From 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Los Angeles-based BCBG Max Azria Group Inc. to
'B-' from 'SD.'  The outlook is negative.

At the same time, S&P raised its issue-level rating on the
existing senior secured first-lien debt issue to 'B' from 'D'.
The recovery rating on this issue remains at '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of payment default.

The upgrade follows the conclusion of S&P's review of the
company's new capital structure following the recent settlement of
BCBG's two Dutch auctions whereby the company borrowed additional
second-lien debt to repurchase first-lien debt below par.  The
company has indicated it will not hold a third auction.  S&P
viewed these auctions as tantamount to default given the
distressed financial condition of the company.  The post-exchange
capital structure reflects approximately $516 million in total
debt-a net reduction of about $21 million as a result of the two
Dutch auctions.

Prior to the debt exchange, BCBG amended its credit agreement to
include spreading out its $20 million March 2009 and March 2010
term loan amortization payments over the respective year, as well
as the receipt of less stringent financial covenants for both BCBG
and Max Rave.  In addition, the company received approximately
$30 million of additional second-lien funds to be used for general
liquidity purposes.

"The result is an improved liquidity position for the company,
including approximately $36 million of available cash and revolver
borrowing availability as of mid-April 2009," said Standard &
Poor's credit analyst Jackie E. Oberoi.  In addition, S&P expects
the company to maintain approximately 15% EBITDA cushion over its
financial covenant throughout fiscal 2009.


BIG 10 TIRES: Sun Capital to Buy Stores Using Secured Debt
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a sale process under which Big 10 Tire Stores Inc. will
be sold to an affiliate of its owner Sun Capital Partners Inc.,
Bloomberg's Bill Rochelle says.  Sun Capital's bid is subject to
higher offer at a June 15 auction.

Bill Rochelle notes that originally, Big 10 wanted other bids by
May 11.  The court-approved schedule is one month later, with
other bids due June 11 and the sale-approval hearing on June 19.

According to Bloomberg, rather than using cash, the Sun Capital
affiliate will pay for the business using its pre-bankruptcy
secured loans totaling almost $25 million and as much as
$3 million in secured financing provided for the Chapter 11
effort.

As reported by the Troubled Company Reporter on April 20, the
Bankruptcy Court has allowed Big 10 Tire Stores and its debtor-
affiliates to access, on an interim basis, $1 million of
postpetition financing under a credit agreement with Sun BT
Finance Holdings LLC, as administrative and collateral agent.
Proceeds of the loan will be used to fund the Debtors' business
operations and preserve the value of the Debtors' assets,
including the payment of amounts owed to employees, vendors,
suppliers and customers.

The DIP facility provided under the Credit Agreement consists of
(i) a $3 million senior revolving credit facility with $1 million
available immediately upon closing and up to an additional
$2 million available; (ii) tranche A term loan in an amount equal
to the obligations outstanding under the prepetition senior credit
agreement; and (iii) a tranche B term loan in an amount equal to
the obligations outstanding under the prepetition junior credit
agreement.  The loans are expected to terminate 120 days after the
Debtors' bankruptcy filing.

Pre-bankruptcy, Sun Finance provided a $5.4 million senior
revolving line of credit and a $17.5 million term loan to the
Debtors under a the credit agreement dated Dec. 18, 2006.  As of
their bankruptcy filing, the Debtors owe $12.8 million under the
agreement.  On the one hand, Cratos Capital Management LLC also
provided $12 million under the second lien credit agreement dated
Dec. 18, 2006, to the Debtors.  The Debtors owe $12 million under
the second lien agreement as of their bankruptcy filing.

Headquartered in Mobile, Alabama, Big 10 Tires Stores Inc. --
http://www.big10tires.com/-- offers an array of tire products
consists of performance, light truck and sport utility and all-
season touring tires in Alabama, Georgia and Florida.  The Company
and three of its affiliates filed for protection on April 2, 2009
(Bankr. D. Del. Lead Case No. 09-11173).  Chad A. Fights, Esq.,
and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million in their filing.


BOMBARDIER INC: Fitch Affirms Issuer Default Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and senior
unsecured debt rating for Bombardier Inc. at 'BB+'.  The Rating
Outlook is revised to Negative from Stable.
Fitch affirms these:

  -- IDR at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Preferred stock at 'BB-'.

The ratings affect outstanding debt and preferred stock of
approximately $4.3 billion of as of Jan. 31, 2009.

The Negative Outlook reflects concerns about the impact of a sharp
decline in demand for business jets on BBD's aerospace business
and free cash flow.  Although BBD has the capacity to weather a
temporary downturn, a sustained downturn could hurt the company's
financial performance beyond fiscal year 2010.  BBD currently
plans to reduce business jet deliveries by 25% in FY2010 compared
to FY2009.  Fitch calculates that business jet production at BBD
will decline by a larger amount than deliveries, due to the
carryover of business jets completed but not sold in FY2009 as a
result of cancellations.  Business jets accounted for slightly
more than one-quarter of BBD's revenues in FY2009, but Fitch
estimates that they accounted for a higher percentage of profits.

The Negative Outlook recognizes the uncertainty surrounding
conditions in the business jet market including future orders,
cancellations and deferrals, and the impact on services revenues.
It also takes into account global economic weakness that could
have a negative impact on BBD's overall business.  In addition,
orders for regional jets have slowed due to lower passenger
traffic and financial difficulties at the airlines, and BBD plans
to reduce production of regional jets late in FY2010 to a
sustainable rate until demand improves.  Concerns about the
business jet market are partly offset by an increase in planned
deliveries of commercial aircraft in FY2010, particularly the
fuel-efficient Q400, which has experienced solid demand.

Free cash flow after dividends in FY2009 declined to $141 million
compared to $1.9 billion in FY2008.  The change was driven by
higher inventories, lower advances, and higher capital
expenditures.  Free cash flow in FY2010 is likely to be pressured
by lower business jet deliveries, growing inventories of used
aircraft, ongoing pension contributions estimated at $400 million
in FY2010, and higher capital expenditures to support new product
development for key programs, especially the CSeries, NextGen and
Learjet 85 aircraft.  Expenditures for other programs will be
closely controlled, however, given the difficulties that face
BBD's aerospace business.  Furthermore, BBD has taken steps to
reduce the number of employees by 14% at an estimated cost of $30
million.

By comparison, BBD's transportation business, Bombardier
Transportation, has generated steady results, including positive
free cash flow.  Its high backlog could support favorable results
in FY2010.  However, budget pressures at BT's major customers, or
challenges faced by customers in obtaining financing, could
potentially limit the amount of support provided by BT to BBD's
total free cash flow.

Other rating concerns include inherent risks pertaining to new
aircraft launches, project risk on Transportation contracts, the
effect of currency exchange rate volatility on financial results
and planning, and large pension contributions.  Contingent
liabilities related to past aircraft financing represents another
concern.  However, these contingencies are spread out over time.
Furthermore, BBD's direct customer financing has declined
significantly and the company expects to provide little, if any,
such financing in the foreseeable future.

The ratings could be downgraded if demand for business jets
remains depressed for a sustained period, if BBD's transportation
markets are affected significantly by market conditions, or if
cash deployment for capital expenditures or other uses contributes
to higher leverage or a reduction in BBD's liquidity.  On the
other hand, the Rating Outlook could return to Stable if
conditions in BBD's aerospace markets stabilize and begin to
improve or if BBD is able to reduce its cost structure
sufficiently to rebuild its free cash flow.

BBD is better positioned than in the past to adjust to the
difficult operating environment due to previous debt reduction and
high cash balances (BBD does not have a bank credit facility).
The ratings are further supported by a large backlog, business
diversification, leading market positions and a gradual
improvement in operating performance through most of FY2009.
Despite a gradual increase in profit margins at both the Aerospace
and Transportation segments, margins are still lower than those of
some of BBD's peers.  The company remains focused on building a
stronger capital structure and further reducing leverage, which
would help reduce its cost of funds and improve the company's
financial and strategic flexibility.  Economic challenges are
likely to prevent much improvement in the short term, however.
Total debt has declined by over $1 billion during the past two
years.

At Jan. 31, 2009, BBD maintained approximately $3.5 billion of
unrestricted cash balances, not including $777 million of
restricted cash related to its letter of credit facilities.
Restricted cash balances are not available for liquidity purposes
or for the benefit of unsecured bondholders.  Bombardier's
unrestricted cash balances are the company's sole source of
liquidity as it does not have a bank facility available. Credit
facilities are restricted to the issuance of LOCs.  BBD's
liquidity benefits from a debt structure in which there are few
maturities until 2012.  BBD's credit protection measures at Jan.
31, 2009 included Debt/EBITDA of 2.0 times (x) and FFO Interest
Coverage of 5.5x.

Cash deployment is primarily directed toward capital expenditures
that are concentrated on new aircraft.  One of BBD's most
important programs is the CSeries which is scheduled to enter
service in 2013 and is targeted at the low end of the 100-149-seat
range.  Expenditures estimated at $3.2 billion will be shared
among BBD, suppliers and various governments.  BBD should be able
to fund its portion using internally generated cash or cash
balances.  In March 2009 BBD announced firm purchase orders valued
at $3 billion from two customers, Deutsche Lufthansa AG and Lease
Corporation International.  Risks related to the program include
normal challenges surrounding execution of the development and
certification plan, potential financing of deliveries by
Bombardier Aerospace, market demand and potential competitor
responses.


BERRY PETROLEUM: Moody's Confirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings for Berry
Petroleum Company including the B1 Corporate Family Rating, the B1
Probability of Default Rating and Berry's B3 (LGD 6, 91%) changed
from (LGD 6, 90%) senior subordinated notes rating.  This
concludes the review for possible downgrade initiated on 02/02/09.
Berry's Speculative Grade Liquidity Rating was upgraded to SGL-3
from SGL-4.  The outlook is negative.

The confirmation of the B1 CFR reflects the company's liquidity
position, which has been solidified through asset sales and
additional credit facilities following the announcement of a new
$140 million senior secured second lien revolving credit facility
and the confirmation of the newly re-determined $1.05 billion
senior secured first lien revolving credit facility.  These
measures should provide some cushion against continued weakness in
its cash flows from lower production and commodity prices and has
enabled the company to reduce debt.  In addition, the confirmation
reflects the company's replacement of its California heavy oil
production sales contracts with new contracts that should further
assist the company in its efforts to further reduce debt
throughout 2009.

The confirmation of the B1 CFR also reflects the company's overall
profile which is in-line with the B1 rated peer group and the
company's ongoing transition from a pure California heavy oil
player to a midsize Rocky Mountain and East Texas natural gas
producer.  Despite year-end 2008 negative reserve revisions based
on lower year end commodity prices and widening California
differentials, the company was still able to demonstrate an
increase in scale and diversification.  Berry's proved reserves of
246 MMBoe at 12/31/08 is amongst the highest in the B1 ranked peer
group and compares favorably with 250 MMBoe median proved reserves
for the Ba3 peer group coupled with the durable nature of its
assets consisting of long-lived California reserves needing low
levels of capital spending to sustain production.  Berry's heavy
exposure to oil provides a good balance to the weaker natural gas
economics it is facing in its Rocky Mountain and E.  Texas
properties.

The negative outlook reflects the expectation that Berry's
production will decline over the next 12 months as the reduced
capital spending program will be insufficient to keep production
at least flat. This lower spending will also likely result in
lower reserves additions as the company has ceased drilling its
Piceance properties and has drastically reduced drilling in the E.
Texas area, acquired in 2008.  In spite of improved oil prices and
a narrower heavy oil differential since year-end that could result
in the re-booking of reserves that were negatively revised in
2008, the significantly reduced spending plan is unlikely to fund
full replacement of production for the year.

Like many other high yield E&P companies, Berry is facing lower
cash flows from the drop in commodity prices on its unhedged
production and prospect of lower cashflows on its future
production.  As a result Berry has curtailed its capital
expenditure budget for 2009 to $100 million, which Moody's believe
is below replacement needs.  While the company is spending below
the level needed to keep production flat, Berry is expected to
complete its current inventory of drilled but yet to be completed
wells in its Piceance basin which should help slow the production
decline over the course of the year.  However, in the long run the
capital spending shortfall in 2009 will inevitably lead to weaker
operational metrics both in terms of production and its ability to
replace reserves while generating competitive returns at year end
2009 and may continue its course throughout 2010.  While the
company still compares favorably to the B1 peer group, if
production and reserves trends deteriorate further than
anticipated or Berry fails to commence improving it operations
metrics during 2010, a downgrade would be considered.

The negative outlook also reflects the challenges that Berry has
experienced while transitioning from a pure California heavy oil
producer to also becoming a Rocky Mountain region and East Texas
natural gas producer in a weak commodity price and tightening
credit markets environment.  Berry's diversification strategy has
been accomplished through several sizeable debt funded
acquisitions.  The rating also takes into account Berry's reserves
and cost structure, including a very high (45%) component of
proven undeveloped reserves which requires a significant amount of
capital to develop and can lead to further increases in leverage
as the firm funds drilling and development on its high proportion
of PUD reserves.  Moody's estimates pro-forma leverage on the PD
reserve for the recently completed DJ asset diversification at
December 31, 2008 to be approximately $8.84/boe compared to
$4.55/boe at year end 2007.  Although higher, this leverage is
still in-line with the B1 peer group.

To achieve a stable outlook Berry must demonstrate that its
production and reserves replacement trends have stabilized and
that has sufficiently lower operating and a sustaining capital
costs structure for cash flow to cover leveraged full-cycle costs
by a comfortable margin.  Furthermore, Berry must also demonstrate
that it is at least meeting it debt repayment targets for 2009,
with momentum for further debt reduction in 2010.  Future
acquisition and extensive PUD development costs should be funded
with adequate equity portions while Berry continues with its
original strategy of acquisition debt repayment.

The upgrade of the SGL rating to SGL-3 reflects the expectation
that overall liquidity will be adequate over the next twelve
months following the placement of the $140 million second lien
revolving credit facility.  The first lien secured credit facility
has a borrowing base of $1.05 billion, most of which was
outstanding.  However, with the proceeds from the new second lien
facility, combined with the proceeds from the DJ Basin asset sale,
Berry will have pro forma availability of about $275 million.  The
SGL-3 also reflects the expectation that the company will be cash
flow positive in 2009 and reduce debt by approximately $60 million
more throughout the rest of 2009.  The amended credit facility and
the new facility have an increased leverage maintenance covenant
of Debt/EBITDA less than 4.75x for 2009 which steps down to 4.5x
in 2010 and 4.0x in 2011.  Moody's expects Berry will remain in
compliance with those ratios, thus ensuring accessibility.  The
SGL-3 could be pressured if Berry's next borrowing base re-
determination process in October 2009 results in a lowering of the
borrowing base.

Moody's last rating action for Berry dates from February 2, 2009,
at which time Moody's placed the ratings for Berry on review for
possible downgrade.  The ratings affected were Berry's B1
Corporate Family Rating, B1 Probability of Default Rating, and
Berry's B3 (LGD 6, 90%) senior subordinated notes rating.

Berry Petroleum Company based in Denver, Colorado, is an
independent energy company engaged in the exploration,
development, production, acquisition, and exploitation of crude
oil and natural gas.  The company's reserves and production are
located in California, the Rocky Mountain, and Mid- Continent.


BERRY PLASTICS: Moody's Changes Default Rating to 'B3'
------------------------------------------------------
Moody's Investors Service revised Berry Plastics Corp.'s
probability of default rating to B3 from Ca/LD and changed ratings
on the company's debt securities consistent with Moody's LGD (loss
given default methodology) following a distressed exchange and a
limited default.

The probability of default rating was lowered to Ca/LD on April 23
after the company disclosed it agreed to repurchase approximately
$415 million in principal amount of Berry Plastics Group, Inc.
senior unsecured term loan due 2014 by the end of fiscal 2009.
The company also disclosed it repurchased $24 million principal of
its 10.25% senior subordinated notes.  The open market
transactions were at a significant discount to par and constitute
a distressed exchange and a limited default by Moody's definition.
Moody's practice is to remove the limited default designation
approximately three days after the initial rating action and apply
the LGD methodology to the company's remaining debt instruments
based on a pro forma capitalization structure that takes into
account announced debt repurchases.

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

  -- Corporate Family Rating affirmed at B3;

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

  -- $1,200 million senior secured term loan due in 2015 revised
     to B1 (LGD 3, 31%) from B1 (LGD 2, 27%);

  -- $680 million first priority senior secured floating rate
     notes due 2015 revised to B1 (LGD 3, 31%) from B1 (LGD 2,
     27%);

  -- $525 million second priority senior secured notes due 2014
     revised to Caa1 (LGD 4, 69%) from Caa1 (LGD 4, 63%);

  -- $225 million second priority senior secured notes due in 2014
     revised to Caa1 (LGD 4, 69%) from Caa1 (LGD 4, 63%);

  -- $265 million senior subordinated notes due 2016 revised to
     Caa2 (LGD 6, 90%) from Ca (LGD 5, 71%)

Speculative Grade Liquidity Rating affirmed at SGL-3

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

  -- $500 million senior unsecured term loan due 2014 revised to
     Caa2 (LGD 6, 96%) from Ca (LGD 4, 68%).

The rating outlook is negative.

Moody's last rating action on Berry Plastics Corp occurred on
April 23, 2008 when Moody's lowered the company's PDR to Ca/LD,
changed ratings outlook to negative and SGL rating to SGL-3.

Based in Evansville, Indiana, Berry Plastics Corporation is a
supplier of rigid and flexible plastic packaging products, serving
customers in the food and beverage, healthcare, household
chemicals, personal care, home improvement, and other industries.
Net sales for the twelve months ended December 31, 2008 totaled
approximately $3.6 billion.


BEST BRANDS: Moody's Changes Outlook on 'Caa3' Ratings to Positive
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Best
Brands Corporation to positive from negative, based on the
execution of amendments to its credit facilities.  The company's
ratings were affirmed, including its corporate family and
probability of default ratings at Caa3.

Ratings affirmed, and LGD assessments adjusted:

  -- Corporate family rating at Caa3

  -- Probability of default rating at Caa3

  -- $25 million first lien asset based revolving credit agreement
     expiring December 2012 and $111 million first lien term loan
     maturing December 2012 at Caa2 (LGD3); LGD% to 35% from 34%

  -- $80 million second lien term loan maturing June 2013 at Ca
      (LGD5); LGD% to 83% from 81%

The change in outlook to positive reflects receipt of amendments
that set the revolving credit commitment at $25 million and
revised financial covenants.  With the receipt of the amendments,
Best Brands was no longer in default.  Moody's anticipates that
the revolving credit facility will be sufficient to fund peak
working capital needs, and that cushion under financial covenants
will be comfortable.

The affirmation of the Best Brands' ratings with a positive
outlook incorporates Moody's expectation that price increases and
cost savings will result in improved profitability and better
credit metrics.

Moody's most recent rating action on November 25, 2008 confirmed
Best Brands' ratings with a negative outlook.

Headquartered in Minnetonka, Minnesota, Best Brands Corporation is
a manufacturer and distributor of specialty bakery products in the
U.S., specializing in frozen laminated dough, frozen baked cakes,
frozen muffins and bakery mixes, as well as other value-added
services sold to in-store bakeries and institutional baking
clients.  Revenues for the twelve months ending December 27, 2008
were approximately $576 million. Its parent company is Value
Creation Partners, Inc.


BIRMINGHAM-JEFFERSON CIVIC: Moody's Raises Bond Ratings from 'B3'
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Aa3 from B3 the rating
on the Birmingham-Jefferson Civic Center Authority's Special Tax
Refunding Bonds, Series 2002.  The upgrade reflects the
fulfillment of the county's obligation to remit a portion of its
Occupational License Tax to secure the bonds; the bonds are now
solely secured by the City of Birmingham's (G.O. rated Aa3)
Occupational License Tax collections.  The rating reflects the
overall credit strength of the city, strong legal provisions, and
the strong coverage from collected revenues.

The upgrade to Aa3 reflects a change in the security of the bonds.
The original security for the bonds included Jefferson County's
(G.O. rated Caa1) annual remittance of $10 million of the
Occupational License Tax collected by the county as well as $3
million of Occupational License Tax annually collected by the City
of Birmingham.  The county's obligation was fulfilled with its
last required payment at the end of 2008 and the bonds are now
solely secured by the city's annual remittance of the tax,
pursuant to the Trust Indenture and Pledge and Appropriation
Agreement between the city and the BJCCA.

The issue has strong legal provisions that include a first lien on
the city's collections of the tax.  The Trust Indenture also
substantially limits the amount of future debt under the proposed
security structure.  Aside from any debt refunding, the authority
has covenanted not to issue any additional debt under the
indenture.  In addition to the closed-lien provisions included in
the indenture, the pledged revenue stream from the city expires in
conjunction with the maturity of the debt.  In the absence of the
closed-lien indenture provisions, any additional debt issued or
extended beyond the maturity of the current issue (2013) would
require the city to extend their pledge of a primary revenue
source which Moody's believes is unlikely.  The convention center
debt remains subject to an additional bonds test and a rate
covenant of 1.5 times.

The city's tax is a license fee levied at 1.0% of the gross
receipts of each person engaged in or following a trade,
occupation or profession within the city.  The city's tax
collections have grown at an average annual rate 3.6% since 2003,
although fiscal 2008 collection growth slowed considerably in
fiscal 2008, growing a modest 0.8% to $76.9 million.  Although
Moody's expects a likely drop in the tax for fiscal 2009, current
collections provide very strong debt service coverage of over 25
times, allowing ample coverage even in the case of significant
decreases in collections.

The last rating action was on September 24, 2008 when the issue
was downgraded to B3.


BOYD LOGISTICS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Boyd Logistics, Inc.
        P.O. Box 960728
        El Paso, TX 79996

Bankruptcy Case No.: 09-30895

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Email: budkirk@aol.com

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

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

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

The petition was signed by Keith Boyd, sole shareholder and
director of the Company.


BROADRIDGE FINANCIAL: S&P Raises Counterparty Rating From 'BB+/B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Broadridge Financial Solutions Inc.
(Broadridge) to 'BBB-/A-3' from 'BB+/B'.  The outlook on the long-
term rating is positive.

"The rating action follows our full annual review of the company's
financial performance, competitive position, and enterprise risk-
management policies and procedures.  The rating action takes into
account the company's consistently stable operating profitability
and focus on debt reduction, as well as its thus-far successful
navigation of the challenging market environment," said Standard &
Poor's credit analyst Robert Hansen.

The rating also reflects management's increased emphasis on the
firm's risk-management practices and policies as they relate to
approving and monitoring potential exposures, notably at its
regulated broker-dealer, Ridge Clearing & Outsourcing Solutions
Inc.  However, S&P believes that there is room for further
improvement in Broadridge's risk management and corporate
governance, which S&P will continue to evaluate.  The ratings also
reflect the company's strong interest coverage and relatively
modest credit risk.

S&P thinks the company's financial profile is strong for the
rating.  Specifically, S&P views its operating cash flows as
relatively stable, aided by the high proportion of revenue within
the investor communications segment considered recurring (that is,
repeated annually under long-term contracts).  S&P expects
operating cash flows will significantly exceed dividends and share
repurchases, and contribute to management's focus on debt
repayment.

The counterparty credit ratings on Broadridge reflect its very
strong and well-established competitive position in the industry
despite its limited history as a public, stand-alone company.
Consolidation within the financial services industry could present
modest risks to its client base, given the company's significant
customer concentration.  In this context, S&P views favorably the
fact that its profitability has not been substantially affected by
the loss of Lehman Brothers, a major client, which was largely
offset by a renewed contract with Barclays PLC (which acquired
Lehman) and the addition of investment management firm Neuberger
Berman Inc. as a client.

"The positive outlook reflects our opinion that the rating could
be raised in the next few months if Broadridge's financial
performance stays consistent, and if it continues to improve its
risk management policies and procedures.  S&P expects operating
profitability to remain satisfactory in fiscal 2009, bolstered by
its continued strength in investor communications services.  On
the other hand (but not, in S&P's opinion, likely), S&P could
lower the rating if its profitability declines, its leverage
increases materially, or the credit risk increases materially in
its clearing business," Mr. Hansen added.


BRODER BROS: Amends Terms of Exchange Offer for 11.25% Sr. Notes
----------------------------------------------------------------
Broder Bros., Co., has amended certain of the terms of its pending
exchange offer for all of its 11.25% senior notes due 2010 to,
among other things, change the consideration payable to holders
who validly tender their Existing Notes and deliver their consents
to become a party to the mutual release and the proposed
amendments to the indenture governing the Existing Notes on or
prior to the consent time such that the holders will now receive
an amount in cash equal to $20.00 per $1,000 principal amount of
the Existing Notes tendered, of which $10.00 will be paid on the
early settlement date and $10.00 will be paid on October 1, 2009.

Prior to the amendment, the consent payment for each $1,000 in
principal amount of Existing Notes tendered prior to the consent
time consisted of $10.00 in cash and $10.00 in principal amount of
additional exchange notes, in each case payable on the early
settlement date.

The consent time is currently scheduled to occur upon the earlier
of (i) 5:00 p.m., New York City time, on April 30, 2009, and (ii)
5:00 p.m., New York City time, on the date on which at least
$220,500,000 in aggregate principal amount of the Existing Notes
have been tendered, subject to extension.  Tenders of Existing
Notes may be withdrawn and agreements to be bound by the mutual
releases and consents may be revoked at any time before the
consent time, but not thereafter.

The Company has distributed to eligible holders a supplement to
its offering memorandum and mutual release and consent
solicitation statement, dated April 17, 2009 and the accompanying
letter of transmittal, mutual release and consent that describes
all of the amendments to the exchange offer.  Other amendments
include:

  (i) changing the expiration time of the exchange offer from
      5:00 p.m., New York City time, on May 14, 2009, to
      11:59 p.m., New York City time, on that date and

(ii) permitting natural persons who are "accredited investors"
      within the meaning of Rule 501(a)(5) and (6) under the
      Securities Act of 1933, as amended, to participate in the
      exchange offer and mutual release and consent solicitation.

In connection with the amendments, the Company and the lenders
under the revolving credit facility have amended the revolving
credit facility to permit the October portion of the consent
payment if the Company is in compliance with certain conditions of
the revolving credit facility.

Except as set forth in the supplement, the terms of the exchange
offer, mutual release and consent solicitation remain the same as
set forth in the Offering Documents previously distributed to
eligible holders.  D.F. King & Co., Inc., is serving as exchange
agent and information agent for the exchange offer and may be
contacted at (800) 8598508 or (212) 2695550.

The new securities issued pursuant to the exchange offer have not
been and will not be registered under the Securities Act or any
state securities laws.  Therefore, the new securities may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.

                     About Broder Bros., Co.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co. --
http://www.broderbrosco.com/,http://www.broderbros.com/,
http://www.alphashirt.com/and http://www.nesclothing.com/-- owns
and operates "Broder," "Alpha" and "NES", three brands in the
imprintable sportswear industry.  The Company supplies imprintable
apparel and accessories to screenprinters, embroiderers,
promotional products distributors, athletic dealers, and other
businesses.

                           *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Broder Bros. to 'SD' from 'CC'.  S&P also lowered the
ratings on the Company's $225 million 11.25% senior notes due
2010 to 'D' from 'C'.  The recovery rating on these notes remains
at '6', indicating expectations for negligible (0% to 10%)
recovery in the event of payment default.  As of December 31,
2008, S&P estimates Broder had about $375 million in reported debt
outstanding.

The TCR said March 6, 2009, that Moody's Investors Service
downgraded Broder's Probability of Default and Corporate Family
Ratings to Ca from Caa3.  Moody's also lowered the rating on the
Company's senior unsecured notes to 'C' from 'Ca'.  The rating
outlook remains negative.


BRUNO'S SUPERMARKETS: Workers Push For Buyer That Would Keep Jobs
-----------------------------------------------------------------
Members of United Food and Commercial Workers Local 1657 joined
elected officials, concerned shoppers, and community leaders at
Kelly Ingram Park in Birmingham in a rally to address the
importance of selling Bruno's Supermarkets, LLC's stores to a
Company that will protect good jobs.  Speakers called for sale of
the stores to a company that would preserve living wages and fair
benefits for thousands of Bruno's employees.  The rally came after
the U.S. Bankruptcy Judge Benjamin Cohen's decision to reject
Bruno's motion to void the contract between the Company and its
hourly employees.

"Judge Cohen's decision was not only the right legal decision, it
was the right decision for Alabama and Florida," said Elaise Fox,
president of UFCW Local 1657, at the rally.  "We've seen Bruno's
in the hands of good owners and bad.  The only decision left to be
made is what kind of new employer this community wants in its
neighborhoods."

UFCW Local 1657 members were joined at the rally by religious
leaders, allied workers, and elected officials.  UFCW Local 1657
represents more than 3,500 grocery and health care workers in
Alabama and Florida.

"The Bruno's name is one respected and loved by many in this
community," said Sheila Smoot, Jefferson County Commissioner for
District 2.  "The employees who built this company from the ground
up have earned the right to be partners in Bruno's revival.  The
citizens of Birmingham look forward to a new owner of Bruno's that
will make a long-term commitment to this city and these workers."

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 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 Chapter 11
protection from its creditors, it listed assets and debts of
between $100 million and $500 million each.


BURLINGTON COAT: S&P Changes Outlook to Stable; Keeps 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Burlington Coat Factory Warehouse Corp. to stable from negative.
Concurrently, S&P affirmed the 'B-' corporate credit rating on the
company.

"The outlook change reflects our belief that BCF's cushion over
financial covenants of its senior term loan will be a minimum of
13% over the next year," said Standard & Poor's credit analyst
Diane Shand, "despite the leverage covenant becoming more
restrictive in the fourth quarter of 2009 at May 29, 2009."  The
cushion is higher than our previous forecast as BCF's
profitability improved in its fiscal third quarter as a result of
its cost-cutting initiatives.  The company projects its cost
structure will decrease $60 million during the third and fourth
quarters of 2009.  The majority of the expense reduction was due
to lower labor costs.  The company has implemented strategies to
match labor needs with store volumes and has also reduced head
count.  "Standard & Poor's believes the company will be successful
with reducing sales, general and administrative expenses over the
next year or so," added Ms. Shand.


CAPITAL GROWTH: Receives State Approval for Financial Closing
-------------------------------------------------------------
Capital Growth Systems, Inc. has received all the state and
federal regulatory approvals deemed necessary to finalize the
technical closing of the acquisition of Vanco Direct USA, LLC,
through its wholly-owned subsidiary, Capital Growth Acquisition,
Inc.

On November 20, 2008, the Company and CGAI completed the Financial
Closing phase of its acquisition of all of the outstanding
membership interests of Vanco Direct.  The certificate for the
Interests was placed in escrow to be transferred to CGAI upon the
date of transfer of ownership of the Interests to CGAI.

The Final Closing was to occur upon the approval by the FCC and
the state regulatory commissions -- in charge of state licensure
for Vanco Direct telecommunications operations -- of the change in
beneficial ownership of Vanco Direct to the Company.  The Company
received all necessary regulatory approvals effective April 14,
2009, and the certificate for the Interests was released from
escrow.  In conjunction with the regulatory approval, there will
also be an official name change of Vanco Direct to Global Capacity
Direct, LLC.

The Company has delayed the filing of its annual report on Form
10-K for the year ended December 31, 2008.  Management cited
several key factors that have contributed to the delay.

"One factor revolves around the intricacies of the technical
accounting for the Company's complex debt instruments -- which is
compounded by the fact that the Company is still subject to the
application of the challenging pronouncements that required it to
originally adopt variable accounting," Patrick Shutt, the
Company's Chief Executive Officer, said at a conference call on
April 15.  "In addition, as the public is aware, the Company
entered into an acquisition of Vanco Direct USA in November 2008.
This transaction required Global Capacity to file two years of
audited statements for the previously unaudited Vanco entity,
prior to commencing the audit of the 2008 consolidated financial
statements.  The last major factor contributing to the delay was
the need to bring the new independent accountants retained for
2008 up to speed with the complexity of the Company.  All of these
factors contributed to the delay (which is the Company's first
ever miss on its compliance calendar) and, as stated earlier, the
Company is committed to completing the audit and publishing its
financial statements as soon as possible."

                   About Capital Growth Systems

Based in Chicago, Illinois, Capital Growth Systems Inc. (OTC BB:
CGSY) doing business as Global Capacity Group Inc., delivers
telecom integration services to systems integrators,
telecommunications companies, and enterprise customers worldwide.
It provides an integrated supply chain management system that
streamlines and accelerates the process of designing, building,
and managing customized communications networks.  The company also
provides connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Ill., expressed substantial doubt
about Capital Growth Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses, negative cash flows
from operations and net working capital deficiency.

Capital Growth Systems, Inc., posted a $6,236,000 net loss for the
three months ended September 30, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $34,820,000 and total liabilities of $60,411,000,
resulting in total shareholders' deficit of $25,591,000.


CAPMARK FINANCIAL: Going Concern Cues Moody's to Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Capmark Financial Group Inc. to Caa1 from B2.  The ratings
remain under review for possible downgrade.

The rating action reflects the explanatory note in Capmark's 10-K
filing in which its auditors raise doubt about the company's
ability to continue as a going concern, as well as the still
unresolved nature of Capmark's efforts to modify the terms of its
bridge loan agreement and senior credit facility, which could have
implications for its liquidity and funding.  Capmark's business
has been under increasing pressure due to the frozen debt capital
markets, which have hindered the ability of its borrowers to
refinance maturing obligations as well as the company's ability to
originate new loans and generate related fees and income.
Furthermore, commercial real estate fundamentals are deteriorating
and Moody's expects Capmark will be challenged with increasing
credit-related losses and other operating pressures throughout
2009. Capmark has indicated that unless the lenders of the bridge
loan agreement and senior credit facility continue to waive or
eliminate the leverage covenant ratio beyond May 8, 2009 and
further extend the maturity of the bridge loan, the company will
be in default under these agreements.  Should the lenders then
demand payment, the default could accelerate other debt
obligations, including $2.5 billion of senior notes.

At year-end 2008, Capmark had readily available cash and U.S.
Treasury securities classified as trading (excluding restricted
cash and cash held by Capmark Bank) of about $1.7 billion and
$10.1 billion of debt (excluding $7.1 billion of debt at Capmark
Bank).

Moody's ratings review will monitor the progression of Capmark's
discussions with its lenders, its liquidity outlook in light of
borrower refinancing difficulties, as well the prospects for its
earnings and franchise.

Moody's indicated that a return to stable outlook would be
predicated upon Capmark resolving its discussions with lenders and
obtaining modification in terms to its bank facility and bridge
loan agreements so that it has adequate operating flexibility and
cushion within its financial covenants going forward.  The stable
outlook would also necessitate maintenance of adequate liquidity.
A downgrade would occur, possibly by multiple notches, if the debt
holders were to declare an event of default or if Capmark were to
experience further liquidity pressures.

These ratings were downgraded and remain under review for possible
downgrade:

* Capmark Financial Group Inc. -- senior unsecured debt to Caa1
  from B2.

Moody's last rating action with respect to Capmark Financial Group
was on April 7, 2009 when Moody's downgraded the company to B2
from Ba2.  The ratings remained under review for possible
downgrade.

Capmark Financial Group Inc., formerly known as GMAC Commercial
Holding Corp., is an industry leader in the commercial real estate
finance, investments and services, with 55 offices worldwide.  It
is headquartered in Horsham, Pennsylvania, USA.

Capmark Financial Group'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 Capmark's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


CESAR O. DIEGO: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Cesar O. Diego
               Joy Lina Diego
                 aka Joy Lina C. Diego
                 aka Edna Lina Diego
               467 Tiller Lane
               Redwood Shores, CA 94065

Bankruptcy Case No.: 09-31084

Chapter 11 Petition Date: April 28, 2009

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

Judge: Thomas E. Carlson

Debtors' Counsel: Craig V. Winslow, Esq.
                  Law Offices of Craig V. Winslow
                  630 N San Mateo Dr.
                  San Mateo, CA 94401
                  Tel: (650) 347-5445
                  Email: CVWinslow@aol.com

Total Assets: $1,508,241

Total Debts: $2,427,449

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

             http://bankrupt.com/misc/canb09-31084.pdf

The petition was signed by the Joint Debtors.


CHARTER COMMUNICATIONS: Disclosure Statement Hearing on May 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has moved the hearing to consider approval of the disclosure
statement explaining Charter Communications Inc. and its
affiliates' plan of reorganization to May 5, 2009.

The Disclosure Statement hearing was originally scheduled for
April 29, 2009.

At the hearing, the Court must determine whether the Disclosure
Statement contains adequate information as required under Section
1125 of the Bankruptcy Code.  A disclosure statement must contain
information concerning the assets, liabilities, and business
affairs of the debtor sufficient to enable a hypothetical creditor
to make an informed judgment about the debtor's plan.

Meanwhile, Diana G. Adams, the United States Trustee for Region 2,
has objected to the Disclosure Statement.  Bankruptcy Law360
reports that the U.S. trustee has criticized the Disclosure
Statement as "deficient" and has asked the Court to withhold
approval.

As reported by the Troubled Company Reporter on March 30, 2009,
Charter Communications and certain of its subsidiaries filed for
bankruptcy with a bankruptcy plan in hand aimed at reducing
company debt by roughly $8 billion.

On February 12, 2009, the Company reached agreements-in-principle
with members of a committee of certain of the Company's debt
holders.  The agreements-in-principle contemplate the investment
by members of the Bondholder Committee of more than $3 billion,
including up to $2 billion in equity proceeds, $1.2 billion in
roll-over debt and $267 million in new debt to support the overall
refinancing.  Charter expects the proposed restructuring to
position the Company to generate positive free cash flow through
significant interest expense reductions.  The Company worked
closely with the Bondholder Committee to finalize a pre-arranged
plan of reorganization and related documents and agreements based
upon the agreements-in-principle.

Consistent with the terms of the agreements-in-principle, Charter
filed its Pre-Arranged Plan and Chapter 11 petitions with the
Court.  Charter's Pre-Arranged Plan is supported by Paul G. Allen
and affiliates of Paul G. Allen and by the Bondholder Committee
consisting of (a) parties holding approximately 73% in principal
amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC
and (b) parties holding approximately 52% in principal amount of
the 10.25% Senior Notes due 2010 and 2013 of CCH II, LLC.  Paul G.
Allen will continue as an investor, and will retain the largest
voting interest in the Company.

Trade creditors are to be paid in full under Pre-Arranged Plan.
The Plan calls for the reinstatement of the current debt of
Company subsidiaries CCO Holdings, LLC and Charter Communications
Operating, LLC.  The Company has paid, and intends to continue to
pay, on a current basis in accordance with existing terms on the
secured debt.  The unsecured notes at CCO Holdings, LLC will
continue to accrue interest that will be paid upon emergence.

A full-text copy of the Restructuring Agreement is available for
free at http://ResearchArchives.com/t/s?3996

A full-text copy of the Commitment Letter is available for free at
http://ResearchArchives.com/t/s?3997

A full-text copy of the Term Sheet For Proposed Joint Chapter 11
Plan of Reorganization, filed with the Securities and Exchange
Commission in February, is available for free at
http://ResearchArchives.com/t/s?3998

Aside from filing for bankruptcy by April 1, 2009, the
Restructuring Agreements and Commitment Letters require the
Debtors to obtain:

   -- approval of a disclosure statement reasonably acceptable to
      Charter and the holders of a majority of the CCH I Notes
      held by the ad-hoc committee of certain Noteholders by the
      50th day following the bankruptcy petition date; and

   -- confirmation of a bankruptcy plan reasonably acceptable to
      Charter and the Requisite Holders by the 130th day after
      the Bankruptcy petition date.

                   About Charter Communications

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

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

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

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

A committee of certain of the Company's debt holders is
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as
legal counsel, and its financial advisors are Houlihan Lokey
Howard & Zukin Capital, Inc., and UBS Securities LLC.

Charter also appointed Gregory L. Doody as its Chief Restructuring
Officer, to help oversee the financial restructuring process.

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


CHARTER COMMUNICATIONS: Gets New Objections to Plan Terms
---------------------------------------------------------
Charter Communications Inc. is facing objections from "both sides"
to the disclosure statement explaining its Chapter 11 plan, which
is based on the reinstatement of $11.8 billion in debt, Bill
Rochelle at Bloomberg News reported.

The U.S. Bankruptcy Court for the Southern District of New York is
schedule to hold a hearing on May 5 to consider whether the
disclosure statement contains adequate information necessary for
creditors to make an informed judgment of the Chapter 11 plan.

According to the Bloomberg report, an ad hoc committee of holder
of $2 billion of the first-lien debt slated for reinstatement,
argued in an April 27 court filing that the bankruptcy judge
should slow down the process of approving the disclosure statement
until litigation concludes on whether the debt may be kept in
place.  The first-lien lenders, according to the report, point to
how the plan accomplishes a "purely financial reorganization"
where the business isn't being restructured, liquidation is
"unlikely" and jobs aren't at risk.

On the other hand, an indenture trustee for $479 million in 6.5%
convertible senior notes filed papers on April 27 also opposing
the disclosure statement, although for different reasons.  Law
Debenture Trust Co., as indenture trustee for the so-called
CCI noteholders, says the disclosure statement is deficient for
not shedding light on a transaction in October 2008 in which a
solvent subsidiary transferred $97 million to the holding company.
Instead of holding the funds for the CCI noteholders, the holding
company instead committed what the indenture trustee calls a
"fraudulent transfer."  The Law Debenture papers say the holding
company used $99 million to buy notes "at nearly full value" that
are to be paid less than 1 percent under the plan.  The indenture
trustee complains that the $24 million slated for payment to the
CCI noteholders isn't as lucrative a result as the ability to
pursue claims against solvent affiliates.

According to Mr. Rochelle, the U.S. Trustee already filed an
objection to the proposed explanation of the prepackaged
reorganization, saying the plan would improperly cut off claims
against third-party individuals, including claims for securities
law violations.

                        Pre-Negotiated Plan

Charter filed for Chapter 11 on March 27 with a previously
negotiated plan designed to cancel $8 billion in debt, reduce
annual interest expense by $830 million and reinstate $11.8
billion in debt obligations. The plan would be funded with $2
billion in new equity, a $1.2 billion refinancing and $276 million
generated from the sale of new notes. Microsoft Corp. Founder Paul
G. Allen, who currently holds 49% of the equity on a fully
converted basis, would see his interest reduced to 35 percent
while all other shareholders would be wiped out.  Charter designed
the plan specifically to avoid a change in control that would
require repricing its loans from JPMorgan Chase & Co.

As reported by the Troubled Company Reporter on February 19, 2009,
Charter reached an agreement in principle with holders of certain
of its subsidiaries' senior notes holding roughly $4.1 billion in
aggregate principal amount of notes issued by subsidiaries CCH I,
LLC and CCH II, LLC.  In addition to the Restructuring Agreements,
the Noteholders entered into commitment letters with Charter,
pursuant to which they have agreed to exchange and purchase, as
applicable, certain securities of Charter.

A full-text copy of the Restructuring Agreement is available for
free at http://ResearchArchives.com/t/s?3996

A full-text copy of the Commitment Letter is available for free
At http://ResearchArchives.com/t/s?3997

A full-text copy of the Term Sheet For Proposed Joint Chapter 11
Plan of Reorganization, filed with the Securities and Exchange
Commission in February, is available for free at
http://ResearchArchives.com/t/s?3998

Aside from filing for bankruptcy by April 1, 2009, the
Restructuring Agreements and Commitment Letters require the
Debtors to obtain:

   -- approval of a disclosure statement reasonably acceptable to
      Charter and the holders of a majority of the CCH I Notes
      held by the ad-hoc committee of certain Noteholders by the
      50th day following the bankruptcy petition date; and

   -- confirmation of a bankruptcy plan reasonably acceptable to
      Charter and the Requisite Holders by the 130th day after
      the Bankruptcy petition date.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Panel Wants to Intervene in JPMorgan Suit
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Charter Communications Inc. is asking the U.S.
Bankruptcy Court for the Southern District of New York for
permission to intervene in a lawsuit filed by JPMorgan Chase &
Co., as administrative agent for the Debtors' prepetition lenders.

The Committee said its interests would be significantly impaired
if it is denied participation in the lawsuit, Bankruptcy Law360
reports.

                           JPMorgan Lawsuit

As reported by the Troubled Company Reporter, JPMorgan, on behalf
of itself and as administrative agent for certain prepetition
first-lien secured prepetition lenders, filed a complaint against
Charter Communications Operating, LLC, and CCO Holdings, LLC,
seeking declaratory judgment that there have been events of
default under the parties' Amended and Restated Credit Agreement,
dated as of March 18, 1999.

Because the plan of reorganization proposed in CCO and CCO
Holding's bankruptcy cases purports to leave the Prepetition
Lenders' legal, contractual and equitable rights under Prepetition
Credit Agreement unimpaired under Section 1124 of the Bankruptcy
Code, the disputes between JPMorgan and the Defendants over the
Events of Default are ripe for adjudication, Bruce D. Angiolillo,
Esq., at Simpson Thacher & Bartlett LLP, in New York, said on
JPMorgan's behalf.

Beginning March 18, 1999, CCO borrowed a total of over
$8.2 billion from the Prepetition Lenders under the Prepetition
Credit Agreement.  CCO Holdings guaranteed CCO's obligations under
the Prepetition Credit Agreement, and undertook various other
obligations under that agreement.

While CCO is the Borrower under the Prepetition Credit Agreement,
CCO's business is fundamentally affected by the financial
condition of its several affiliates, Mr. Angiolillo said.  Because
of the close interrelationship between CCO and its affiliates,
JPMorgan specifically negotiated for, and the Defendants agreed
to, the inclusion of defaults and Events of Default in the
Prepetition Credit Agreement based upon the financial condition of
certain affiliates, defined as "Designated Holding Companies" in
the Prepetition Credit Agreement.

The parties agreed that a Default and an Event of Default under
the Prepetition Credit Agreement would occur if any of the
Designated Holding Companies will "be unable to . . . pay its
debts as they become due."  Relatedly, the parties agreed to
restrict the Defendants' right to upstream amounts to Designated
Holding Companies through dividends, distributions and repayment
of intercompany indebtedness.

From October 2 through November 5, 2008, CCO borrowed additional
funds totaling $750 million from the Prepetition Lenders in four
separate borrowing requests.  On each borrowing date, CCO obtained
additional credit based on its representations to the Prepetition
Lenders, among other things, that no Default or Event of Default
will have occurred, and based on similar representations by CCO
Holdings under the Prepetition Credit Agreement.

However, the representations were false at the time they were
made, Mr. Angiolillo said.  He asserted that at the time of
borrowings, two Designated Holding Companies, namely, Charter
Communications Holdings, LLC, and CCH I Holdings, LLC, were unable
to pay their debts as they would become due.  Accordingly, there
were Defaults and Events of Default under the Prepetition Credit
Agreement.

                       Charter Explains Side

As reported by the Troubled Company Reporter on April 15, 2009,
the Debtors have asked Bankruptcy Judge James Peck to dismiss the
complaint.

Under the terms of its prearranged plan of reorganization, Charter
Communications seeks to reinstate approximately $11.8 billion in
senior debt instruments, including a credit agreement to which
JPMorgan, serves as administrative agent, the Debtors' proposed
counsel, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New
York, said.  He argued that because the Plan is contingent on
reinstatement, Charter's ability to reinstate its senior debt
instruments under Section 1124 of the Bankruptcy Code will be a
critically important aspect of the confirmation hearing scheduled
for late July.

"Instead of complying with the ordinary bankruptcy rules and
procedures for objecting to a proposed plan, JPMorgan has launched
a preemptive strike in the form of a three count adversary
complaint," Mr. Cieri said.  "The entire purpose of this complaint
is to obtain declaratory relief that might block reinstatement and
derail confirmation," he argued.

Mr. Cieri said the "gravamen of the complaint," or the allegations
on which all JPMorgan's claims rise or fall, is that two
designated holding companies, Charter Communications Holdings,
LLC, and CCHI Holdings, LLC, supposedly violated Section 8(g)(v)
of the Amended and Restated Credit Agreement, dated as of
March 18, 1999, which requires that the Designated Holding
Companies "shall be able . . . to pay their debts as they become
due."

Because JPMorgan refuses to consent to the entry of final orders
or judgment by the Court, the Debtors seek a determination that
the adversary complaint falls within the Court's core
jurisdiction, and is a core proceeding because it will have a
significant impact on the administration of the Debtors'
bankruptcy estates and on Plan confirmation.  The Debtors also
seek dismissal of the complaint because all of the issues raised
in the complaint will be fully and fairly addressed at the Plan
confirmation.

JPMorgan should not be permitted to circumvent the ordinary rules
and procedures for objecting to confirmation by filing an
unnecessary and improper adversary proceeding, Mr. Cieri argued.
He said the complaint fails to state a claim on which relief can
be granted, and is defective on its face because JPMorgan has not
alleged a violation of the Credit Agreement.

There is no dispute, as the complaint's allegations confirm, that
the Designated Holding Companies have paid their debts as they
have become due, Mr. Cieri said.  He pointed out that JPMorgan
instead seeks to bind the Designated Holding Companies to an
obligation that is not imposed under the Credit Agreement -- to
have sufficient funds available at all times to pay their debts
"as they would become due" at some unspecified future point.
Because that allegation is not consistent with the Credit
Agreement and because JPMorgan's alleged interpretation is
untenable, the Debtors maintain that the Court should dismiss the
complaint with prejudice.

                   About Charter Communications

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

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

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

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

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


CHEMTURA CORP: Creditors Oppose $400 Million DIP Financing
----------------------------------------------------------
The official committee of unsecured creditors of Chemtura Corp.
has asked the U.S. Bankruptcy Court for the Southern District of
New York to deny the proposed $400 million in secured financing
for Chemtura, Bloomberg's Bill Rochelle reported.

Chemtura is seeking to access a $250 million term loan and a $63.5
million revolving credit from lenders led by Citibank NA as agent
The DIP facility includes $86.5 million of prebankruptcy debt that
would be converted into a post-bankruptcy secured loan.

According to Bloomberg, quoting from Chemtura's own papers, the
Creditors Committee argues that the lenders are unsecured by
almost $133 million -- the shortfall resulting from the loan
agreement, which prohibits the lenders from having secured debt
larger than 10% of tangible net assets.  Were the secured debt
larger, other creditors would have been entitled to have their
claims secured by the same collateral on an equal basis, the
report relates.

In addition, the Creditors Committee says it is prepared to file a
lawsuit challenging the validity of the security interest the
lenders were given within 90 days before bankruptcy in return for
a waiver of breaches in the loan agreement.  The Committee says
the recently given security interest is voidable as a so-called
preference.  According to Mr. Rochelle, a preference can occur if
previously unsecured debt is covered by a security interest within
90 days of the bankruptcy filing.

                         Liquidity Crisis

Chemtura and its debtor affiliates have told the Court they are in
dire need of liquidity.  The Debtors said they currently have
$6 million cash on hand to operate their businesses.  Absent
access to immediate financing, the Debtors said their estates will
deteriorate at a rapid pace.

Since February 2009, the Debtors retained Lazard Freres & Company
LLC to explore potential sources of immediate liquidity.  Lazard
approached several potential lenders.  Initial discussions though
revealed that the Debtors had limited options for financing.
Upon analysis, the Debtors determined that the proposal from
Citibank was the most favorable.  Citibank is also the agent
under the Debtors' Prepetition Credit Facility.

Although the DIP Facility included a partial roll-up of the
Debtors' prepetition debt, it could be available without further
diligence by the Prepetition Lenders, M. Natasha Labovitz, Esq.,
at Kirkland & Ellis LLP, in New York, the Debtors' proposed
counsel, pointed out.  Subsequently, the Debtors and the DIP Agent
finalized a DIP Loan Agreement and commenced these Chapter 11
cases on the same day, March 18, 2009.

The salient terms of the Proposed DIP Facility are:

Borrower:         Chemtura Corporation

Guarantors:       All Debtors

DIP Agent:        Citibank, N.A.

Sole Lead
Arranger:         Citigroup Global Markets Inc.

Lenders:          Citibank and other lenders party

Committed
Facilities:       A $400 million senior secured superpriority
                   credit facility, which will consist of a term
                   facility and a rollup and a non-rollup
                   revolving credit facility.

Term:             The earlier of:

                   -- one year after the DIP Loan Effective Date,
                   -- effective date of a reorganization plan, or
                   -- termination of the DIP Loan commitments.

Use of Proceeds:  The Non-Rollup Revolving Credit Facility and
                   the Term Facility will be used to (i) :

                    -- refinance the Existing Receivables
                      Facility, and

                    -- pay costs and expenses in connection with
                       the refinancing and the Chapter 11 cases.

                   The Non-Rollup Revolving Credit Facility will
                   also be used to provide financing for working
                   capital, letters of credit, capital
                   expenditures and other general corporate
                   purposes of the Debtors.

                   The Term Facility will also be used to repay
                   or convert the Non-Rollup Revolving Credit
                   Advances previously made under the Interim
                   Order.

                   The Rollup Revolving Credit Facility will be
                   used to refinance the Debtors' prepetition
                   secured debt and for other general corporate
                   purposes.

Interest Rates:   Base Rate.  The higher of (a) 4% per annum and
                   (b) a fluctuating interest rate per annum
                   equal to the higher of (i) the rate of
                   interest announced publicly by Citibank in New
                   York, New York, from time to time, as
                   Citibank's base rate, and (ii) 1/2 of 1% per
                   annum above the Federal Funds Rate.

                   Eurodollar Rate.  The higher of (a) 3% per
                   annum and (b) the rate per annum obtained
                   by dividing the LIBOR rate by a percentage
                   equal to 100% minus the Eurodollar Rate
                   Reserve Percentage for that period.

Default Interest: On an Event of Default, the Debtors will pay
                   interest on the unpaid principal amount of
                   each Advance owing to each Lender, at a rate
                   per annum equal at all times.

Fees:             * Commitment Fees.  At 1.5% per annum on the
                     average daily unused portion of each of (a)
                     the Unused Non-Rollup Revolving Credit
                     Commitment and (b) the Unused Rollup
                     Revolving Credit Commitment.

                   * Initial Lender Fees.  At 3% of the Term
                     Facility, 3% of the Non-Rollup Revolving
                     Credit Facility and other fees as may be
                     agreed among the Loan Parties.

                   * Letter of Credit Fees.  At a rate equal to
                     each Lender's Pro Rata Share of the average
                     daily Available Amount per month of all
                     Rollup Letters of Credit and Non-Rollup
                     Letters of Credit outstanding.

                   * Exit Fees for Roll Up Revolving Credit
                     Lenders.  Equal to 2% of any amount of the
                     Rollup Revolving Credit Commitments so
                     reduced or terminated.

                   * Exit Fees for Term Lenders and Non-Rollup
                     Revolving Credit Lenders.  Equal to 3% of
                     any amount of Rollup Revolving Credit
                     Commitments so reduced or terminated.

Covenants:         The Debtors are required to maintain
                   consolidated EBITDA for each of these periods
                   of not less than the stated amounts:

                     Month Ending        Minimum EBITDA
                     ------------        --------------
                     March 2009           ($15,000,000)
                     April 2009            ($8,000,000)
                     May 2009               $3,000,000
                     June 2009             $30,000,000
                     July 2009             $53,000,000
                     August 2009           $77,000,000
                     September 2009        $93,000,000
                     October 2009         $107,000,000
                     November 2009        $125,000,000
                     December 2009        $150,000,000
                     January 2010         $171,000,000
                     February 2010        $193,000,000

                   Minimum Availability should also not be less
                   than $40 million on any business day after the
                   Final Term Advance Date.

DIP Liens:         The Debtors seek to grant these liens as
                   collateral securing all DIP Loan Obligations,
                   subject to the Carve-Out:

                   -- First priority liens on all Unencumbered
                      Property of the Debtors

                   -- Junior Liens on property of the Debtors
                      that are subject to valid and perfected
                      liens in existence on the Petition Date

                   -- Priming Liens on all of the Debtors'
                      property that presently secure the
                      Prepetition Secured Debt.

                   The DIP Collateral includes all property and
                   assets of the Debtors and their estates,
                   including all causes of action.  It does not,
                   however, include actions for preferences,
                   fraudulent conveyances, and other avoidance
                   power claims under Sections 544, 545, 547,
                   548, 550, and 553 of the Bankruptcy Code.

                   The DIP Liens are first priority and superior
                   to any security, interest or lien or claim to
                   the DIP Collateral, subject only to the
                   Carve-Out, certain permitted prior liens, and
                   liens expressly permitted under the DIP Loan
                   Documents.

                   The DIP Liens are senior in priority to any
                   and all adequate protection liens of the
                   Prepetition Lenders.

                   The DIP Obligations are also granted an
                   allowed administrative expense claim with
                   priority, subject and subordinate to the
                   Carve-Out, under sections 364(c)(1) and
                   507(b) of the Bankruptcy Code.

Carve Out:         Refers to:

                   -- all fees required to be paid to the
                      Clerk of the Bankruptcy Court and to the
                      U.S. Trustee under Section 1930(a) of the
                      Judiciary Procedures Code,

                   -- professional fees of the Debtors and the
                      Committee that are incurred prior to an
                      Event of Default, and

                   -- professional fees in an aggregate amount of
                      $8,000,000 incurred after the occurrence of
                      an Event of Default.

Events of Default:  Customary Events of Default, including the
                    failure of the Debtors to pay outstanding
                    debt as it comes due.

A full-text copy of the DIP Credit Agreement is available for
free at: http://bankrupt.com/misc/Chemtura_DIPCreditPact.pdf

                       About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: Task Force Deadline for Fiat Alliance Today
---------------------------------------------------------
Chrysler LLC is facing a deadline today to form an alliance with
Fiat SpA, to be able to qualify for further U.S. aid and avert
bankruptcy.

Chrysler in the past week accomplished certain of the goals set by
the U.S. Treasury, including cost-saving labor agreements with its
unions and a tentative agreement with lenders to resolve the vast
majority of its bank debt.

Bloomberg says the agreement with the bank lenders has a sticking
point that may lead to a bankruptcy filing.  Mike Ramsey at
Bloomberg notes that some of Chrysler's 46 lenders may balk at
exchanging their $6.9 billion in debt for $2 billion in cash.  If
one of them does, it may force Chrysler to seek court protection,
Mr. Ramsey says.

On April 29, Bloomberg cited President Barack Obama as saying that
he is "hopeful" that Chrysler will come up with a solution that
will let a merger with Fiat go through and keep the automaker in
business.  According to the report, details of a deal aren't
finished.  If Chrysler has to go through bankruptcy, it will be a
"quick" process, he said.

              Chrysler Won't Liquidate in Chapter 11

The option preferred by Chrysler, Fiat and the U.S. is to avoid
bankruptcy, Mark Ramsey at Bloomberg News said, citing people
familiar with the talks.  However, Chrysler has not yet reached a
deal on an alliance with Fiat.  The Treasury has said it will lend
Chrysler $6 billion on top of the $6 billion it already loaned if
Chrysler forms an alliance with Fiat.

If the alliance can't be accomplished, Chrysler would be put into
bankruptcy and quickly purchased by a new company formed by the
government that would have an ownership structure similar to that
envisioned without a bankruptcy filing, Bloomberg stated, citing
one of the people familiar with the matter.

Fiat will form an alliance with Chrysler even if the Company goes
into bankruptcy, Bloomberg said, citing people familiar with the
talks.

"It is increasingly clear that Chrysler will be restructured and
avoid liquidation," Brian Johnson, a Barclays Capital analyst
based in Chicago, wrote in a note to investors April 28, Bloomberg
said.

According to the Washington Post, the Obama administration's plan
to send Chrysler into bankruptcy -- in the event the deal with
Fiat fails to push through -- includes replacing Robert Nardelli
as chief executive.  The report relates that while government
officials hope that bankruptcy can be averted, the administration
ahs drawn up a detailed court strategy in which the ownership of
Chrysler would be dramatically reordered, the U.S. and Canadian
governments would contribute billions more, and the leadership of
Italian automaker Fiat would take over management.

Meanwhile, Mike Ramsey at Bloomberg reports that General Motors
Corp. said in a regulatory filing that it is considering a
bankruptcy process that would be very similar to the one
contemplated for Chrysler LLC should GM's out-of-court
restructuring fail: The government would form a new company and
buy GM's best assets from the bankrupt entity.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler

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


CHURCH & DWIGHT: S&P Assigns 'BB' Initial Senior Debt Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BB' senior unsecured debt rating (one notch below the
'BB+' corporate credit rating) and preliminary 'BB-' subordinated
debt rating (two notches below the corporate credit rating) to
Princeton, New Jersey-based Church & Dwight Co. Inc.'s Well-Known
Seasoned Issuer shelf registration.  The outlook on the company is
stable.  Total reported debt as of Dec. 31, 2008, was about
$856.1 million.

The shelf registration covers senior unsecured and subordinated
debt, as well as common and preferred stock.  The company expects
to use drawings under the new shelf for general corporate
purposes, including working capital, acquisitions, repurchases of
common stock, capital expenditures, and the repayment of
indebtedness.

The preliminary shelf ratings assume that additional indebtedness
issued at the senior unsecured level would likely result in
Standard & Poor's lowering the current subordinated debt rating to
the 'BB-' level.  However, if the company issues additional
secured debt, or refinances and pays off existing secured debt,
Standard & Poor's would reevaluate all existing and preliminary
issue-level ratings.

                           Ratings List

                     Church & Dwight Co. Inc.

     Corporate credit rating                   BB+/Stable/--

                         Ratings Assigned

           Senior Unsecured Shelf (prelim)           BB
           Subordinated Shelf (prelim)               BB-


CITIGROUP INC: Sumitomo Mitsui to Acquire Some Nikko Operations
---------------------------------------------------------------
Yuka Hayashi at The Wall Street Journal reports that Sumitomo
Mitsui Financial Group has agreed to acquire a large chunk of
Citigroup Inc.'s Japanese operations, which includes Nikko Cordial
Securities and some Nikko Citigroup operations.

According to WSJ, people familiar with the matter relates that
details of the deal would be disclosed later this week.  WSJ
states that it wasn't clear how much Sumitomo Mitsui had agreed to
pay for the Citigroup operations.  The report says that the amount
is likely to be a fraction of the JPY1.6 trillion that Citigroup
paid for Nikko Cordial in a series of deals completed in 2008.

WSJ relates that Sumitomo Mitsui prevailed over Japanese banks,
Mitsubishi UFJ and Mizuho Financial Group, in the bidding for
Nikko Cordial, Japan's second-largest brokerage firm in terms of
customer assets after Nomura Securities.  WSJ states that Nikko
Cordial reported that it has 2.4 million client accounts and about
JPY24.9 trillion in client assets as of December 2008.

Citigroup, says WSJ, will maintain its presence in Japan through
its commercial-banking unit and part of the investment-banking
operations.

                         About Citigroup

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

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


CITIGROUP INC: Wants to Free Phibro from Restrictions on Bonuses
----------------------------------------------------------------
Citigroup Inc. has sought the U.S. Treasury Department's
permission to pay special bonuses to many key employees, David
Enrich and Ann Davis at The Wall Street Journal report, citing
people familiar with the matter.  WSJ states that the Treasury is
poised to become Citigroup's largest shareholder in May, owning as
much as 36% of its common stock.

According to WSJ, Citigroup CEO Vikram Pandit made the case for
the stock-based bonuses during a meeting with Treasury Secretary
Timothy Geithner.  Citing people familiar with the matter, WSJ
states that executives are describing the bonuses as "retention"
awards designed to perk up employees' morale.  The sources said
that Citigroup is worried that its workers, whose past bonuses
were wiped out by the collapse of Citigroup's share price, would
leave the Company for rival firms, according to WSJ.

WSJ relates that people at Citigroup's energy-trading unit Phibro
are threatening to leave due to pay caps tied to the U.S. bailout
of Citigroup.  WSJ states that Phibro has been Citigroup's source
of hundreds of millions of dollars in profits and has paid out
hefty compensation to its workers, including a $100 million
windfall in 2008 for the unit's leader, Andrew Hall.  Phibro
employees, WSJ says, are paid based on how much revenue they
produce, but the government's pay restrictions put a ceiling on
that compensation.  Sources said that Citigroup is seeking to free
Phibro from the federal restrictions, including a spinoff of the
unit, the report states.  According to the report, sources said
that Mr. Hall has been considering leaving Phibro to avoid pay
curbs.

WSJ, citing people familiar with the matter, reports that
Citigroup is discussing plans to either spin off Phibro into an
independent hedge fund or open it to outside investors.  Phibro
currently invests Citigroup's capital, says the report.

According to WSJ, sources said that top Citigroup executives
including Mr. Pandit and John Havens -- who runs Citigroup's
investment-banking division -- have been briefing managers on the
possible one-time bonuses, but the Company hasn't settled on a
specific bonus plan, with several possibilities currently being
discussed.

                         About Citigroup

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

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


CLICO BAHAMAS: Seeks Recognition of Insolvency Case in Bahamas
--------------------------------------------------------------
Clico (Bahamas) Limited filed for bankruptcy protection under
Chapter 15 of the U.S. Bankruptcy Code before the U.S. Bankruptcy
Court for the Southern District of Florida (Miami).

Chapter 15 allows a company to seek protection from creditors in
the United States while its primary bankruptcy case is pending in
another country.  If the U.S. court grants the Chapter 15
petition, the assets in the U.S. can be liquidated or reorganized
through the foreign proceeding.

According to Dawn McCarty at Bloomberg, Clico is asking the Miami
Court to recognize the insolvency proceedings pending before the
Commercial Division of the Supreme Court of the Bahamas as the
"foreign main proceeding."

The Company listed assets and debt of as much as $500 million
each.  The Company, Bloomberg said, citing court papers, loaned
more than $70 million to affiliated companies which Clico's
liquidator "believes has found its way into real estate
developments."

Craig A. Gomez was appointed by the Bahamian court as liquidator
of Clico, Bloomberg reported, citing court documents.

Clico (Bahamas) Limited is a Bahamian company that was involved in
life and health insurance, pensions and annuities.


CONQUEST VACATIONS: Files for Bankruptcy in Toronto
---------------------------------------------------
Chris Sorensen at TheStar.com reports that Conquest Vacations has
filed for bankruptcy in Toronto, Canada, after closing its
business on April 15, 2009.

TheStar.com states that Conquest Vacations listed $21.5 million in
liabilities, many of which owed to unsecured creditors like travel
agencies and hotels. Conquest Vacations, according to the report,
listed $2 million in assets.

According to TheStar.com, Conquest Vacations blamed its collapse
on a tough market and credit card processing companies'
"unreasonable demands."

Jefrey Carhart, the lawyer representing the trustee, said that two
days after Conquest Vacations shut operations, CanJet Airlines
secured a court injunction that froze the Company's Canadian
assets, TheStar.com relates.  Court documents say that CanJet's
claims are listed as just $1, but that figure is meant to be a
placeholder in the proceedings and doesn't include any amount that
may be received through litigation.

A "major objective" of Conquest's bankruptcy is to "facilitate
members of the public claiming refunds for trips booked but not
received," Ira Smith, the trustee in Conquest Vacations'
bankruptcy, said in a statement.

Conquest Vacations is a packaged holiday business.


CRESCENT RESOURCES: Weak Credit Metrics Cue S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Crescent Resources LLC to 'CCC+' from 'B'.  At the same
time, S&P lowered the rating assigned to the senior secured bank
loan to 'CCC+' from 'B+' and revised the related recovery rating
to '3' from '2'.  In addition, S&P placed the ratings on Crescent
on CreditWatch with negative implications.

"The downgrades anticipate further deterioration in Crescent's
already weak credit metrics, given our opinion that the current
economic recession will continue to weigh on the company's
transaction-driven revenues," said Standard & Poor's credit
analyst George Skoufis.  "We also believe Crescent's liquidity may
be strained because of potentially weaker cash flow, the company's
historically heavy revolver use, difficult credit markets, and the
capital-intensive nature of Crescent's business."

The CreditWatch placements further reflect a lack of recent
financial information on the company (its year-end financials are
due by the end of April), potential covenant pressures, and the
possibility that Crescent may need to amend or restructure its
rated bank loan agreement.

S&P is concerned that the severity of the current recession,
difficult credit markets, and weak consumer confidence will
continue to pressure cash flow and liquidity and could potentially
result in a covenant violation or render the company unable to
meet its debt service obligations.  S&P expects to resolve the
CreditWatch placements over the next few weeks pending receipt of
year-end financials and a management update on the company's
operational and financial performance.  Potential outcomes of the
CreditWatch listing include an affirmation of the current ratings,
a further downgrade, or a withdrawal of the ratings if additional
information is not forthcoming.


CRUSADER ENERGY: Forest Claims Recoupment Right
-----------------------------------------------
Forest Oil Corp. says that it has the right to the first
$4 million from the proceeds of several wells in Texas that it
jointly owns with Crusader Energy Group, Inc.

According to Bill Rochelle at Bloomberg News, Denver-based Forest
says that it shares with Crusader Energy, 50-50 joint ownership,
development and operating interests in several Texas wells.  Under
Texas law, Forest says it has the right to "recoup" the $4 million
for operating expenses before Crusader may receive any proceeds
from the wells' production.

Mr. Rochelle relates that ordinarily in bankruptcy, the "automatic
stay" prevents a creditor from collecting a debt without
bankruptcy court permission.  However, he notes, if Texas laws
bestows a right of recoupment, the automatic stay doesn't apply
and Forest could collect what it's owed without court permission.

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

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


DEREK M. LARSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Derek M. Larson
          dba Coldwell Banker - Larson Realty
        1151 S. 4th Avenue
        PO Box 108
        Park Falls, WI 54552

Bankruptcy Case No.: 09-12739

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin

Judge: Thomas S. Utschig

Debtor's Counsel: James T. Runyon, Esq.
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  Email: runyonlawoffices@verizon.net

Total Assets: $3,110,318

Total Debts: $1,424,027

According to its schedules of assets and liabilities, $1,176,195
of the debt is owing to secured creditors, $65,800 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A full-text copy of Mr. Larson's petition, including his list of
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb09-12739.pdf

The petition was signed by Mr. Larson.


DORIS PANOS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Teresa Novellino at National Jeweler reports that Doris Panos
Designs, Ltd., has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Eastern District of New York.

Court documents say that on April 17 indicate that Doris Panos
listed $1 million to $10 million in assets, and $1 million to
$10 million in debts owed to 50 to 99 creditors.  According to
National Jeweler, a list of Doris Panos' top 20 unsecured claims
include two loans -- one in the name of its parent company for
$310,413 and another for $150,000 owed to trustee Joseph Rosen in
New York.  According to court documents, trade debt listed in the
voluntary petition includes:

       -- $296,173 owed to Erol Jewelry of New York,

       -- $286,469 owed to diamond dealer I. Morgenstein of New
          York, and

       -- $143,855 owed to Chopard USA, which is listed as a
         landlord claim.

Melville, New York-based Doris Panos Designs, Ltd., is a jewelry
manufacturer.  It filed for Chapter 11 bankruptcy protection on
April 17, 2009 (Bankr. E.D. N.Y. Case No. 09-72685).  Richard G.
Gertler, Esq., at Thaler & Gertler LLP represents the Company in
its restructuring efforts.


DREIER LLP: Marc Dreier to Plead Guilty to Money Laundering
-----------------------------------------------------------
Chad Bray at The Wall Street Journal reports that Gerald L.
Shargel, Marc Dreier's lawyer, said his client will plead guilty
to all the charges in a superseding indictment unsealed in March -
- conspiracy, securities fraud, money laundering, and five counts
of wire fraud -- on May 11.

As reported by the Troubled Company Reporter on March 30, 2009,
Mr. Dreier, the New York law firm founder charged with defrauding
hedge funds, was accused of money laundering in a newly unsealed
indictment.  Mr. Dreier sold more than $700 million in phony
promissory notes to at least 13 hedge funds and three individuals.
Victims lost more than $400 million, according to the charges.

Citing Mr. Shargel, WSJ relates that Mr. Dreier will plead guilty
without a deal in place with the government.

WSJ states that the U.S. District Judge Jed S. Rakoff in Manhattan
denied on Monday a motion by Mr. Dreier to dismiss the securities-
fraud charge.

Mr. Dreier has been charged with selling more than $700 million in
phony notes to at least 13 hedge funds and three individuals.

According to Bankruptcy Law360, Mr. Dreier's counsel, Gerald
Shargel, Esq., told the U.S. District Court for the Southern
District of New York on Monday that his client would be pleading
guilty to all counts.  Bankruptcy Law360 says Mr. Dreier will
leave his fate "in the hands of a judge who must decide whether to
throw the book at or show mercy to the tarnished New York attorney
who allegedly defrauded investors of more than $100 million."

The Troubled Company Reporter, citing a report by Bloomerg News,
said on April 1, 2009, that Mr. Dreier pleaded not guilty to a
charge that he laundered $700 million as part of the alleged
scheme.

The money-laundering charge was added to the criminal case against
Dreier on March 17.  Bob Van Voris of Bloomberg said Mr. Dreier
previously pleaded not guilty to conspiracy, securities fraud and
wire fraud.

Source says that in a hearing in federal court in New York, U.S.
District Judge Jed Rakoff set a June 15 trial date in the case.
Mr. Shargel has said he expects his client to plead guilty before
trial.

                         About Dreier LLP

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

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

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

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


DRUG FAIR: Gets Court Approval for Sale of 31 Stores to Walgreen
----------------------------------------------------------------
Drug Fair Group Inc. won authorization from the U.S. Bankruptcy
Court for the District of Delaware to sell 31 stores for about
$54 million to drugstore chain Walgreen Co.

Walgreen Co. has almost 6,700 stores generating $59 billion in
revenue in 2008.

Drug Fair returns to bankruptcy court today, April 30, for
approval of a $476,000 incentive and severance program for two top
executives and non-management workers.

According to Mr. Rochelle, Drug Fair said that Walgreen Co., the
lead bidder for 32 stores, will pick up $175,000 of the cost of
the severance program.  The report notes that the executive
bonuses won't be paid until the assets are sold to Walgreen or
another buyer and the first-lien debt is paid in full.

Drug Fair signed a deal last month to sell 32 stores in central
and northern New Jersey to a unit of Deerfield, Illinois-based
Walgreen Co. for about $54 million.  Walgreen's offer may rise to
as much as $65.1 million, depending on a valuation of the stores'
inventory.  Walgreen's offer was open to competing bids, if any,
at an auction on April 24.

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

                       About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc. operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

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


E*TRADE FINANCIAL: Posts $233 Million First Quarter Net Loss
------------------------------------------------------------
E*TRADE FINANCIAL Corporation has released results for its first
quarter ended March 31, 2009, reporting a net loss of
$233 million, or $0.41 per share, compared with a net loss of
$276 million, or $0.50 per share, in the prior quarter and a net
loss of $91 million, or $0.20 per share, a year ago.

The Company reported total DARTs of 194,000 in the first quarter,
an 8% year-over-year increase, although a 10% decrease from the
record levels of the prior quarter.  The Company added 63,000 net
new brokerage accounts during the period.  At quarter end, E*TRADE
reported a record 4.5 million customer accounts, which included a
record 2.7 million brokerage accounts.  Customer net new assets
were $3.5 billion during the quarter.  Total customer cash and
deposits increased $2.1 billion, in part due to the continued
growth of the Complete Savings Account despite a 1.56 percentage
point drop in annual percentage yield during the quarter.  Margin
receivables declined from $2.8 billion to $2.4 billion.

"E*TRADE's growth in net new brokerage accounts and customer
assets was the result of a renewed focus on our core investor
base, strong activity by existing customers across a full range of
products, and a gain in market share versus traditional brokerage
firms," said Donald H. Layton, Chairman and CEO, E*TRADE FINANCIAL
Corporation.  "Transaction volumes were also strong in the first
quarter on continued volatility and late-quarter rising markets."

Commissions, fees and service charges, principal transactions and
other revenue for the first quarter were $202 million, which
compared with $224 million in the fourth quarter.  This reflects
lower revenue from the decline in DARTs from last quarter's record
levels, fewer trading days in the quarter and lower revenue from
principal transactions, partially offset by an increase in average
commission per trade.

The Company reported net interest income of $279 million, an
increase from $274 million in the fourth quarter, as a result of
maintaining the level of interest earning assets and a slight
increase in the interest income spread to 234 basis points.  Total
operating expense declined by $27 million to $294 million from the
prior quarter and declined by $60 million year over year.

The Company continued to make progress during the first quarter in
reducing balance sheet risk, shrinking its bank loan portfolio by
approximately $1 billion from last quarter, of which approximately
$700 million was related to prepayment or scheduled principal
reductions.

In the home equity portfolio, which represents the Company's
greatest exposure to loan losses, special mention delinquencies
(30-89 days) decreased 25%in the quarter, while "at risk"
delinquencies (30-179 days) declined five percent.  Total special
mention delinquencies for the Company's loan portfolio, which also
includes one- to four-family and consumer and other loans,
declined by 10%in the quarter.

"We continue to believe that E*TRADE's loan portfolio is further
advanced in the credit cycle than the broader industry," said Mr.
Layton.  "Our home equity portfolio is showing signs of improving
performance, with declines in special mention delinquencies in
each month of the quarter; however, continued deterioration in the
one- to four-family and consumer and other portfolios necessitated
further reserve building this quarter."

First quarter provision for loan losses decreased $59 million from
the prior quarter to $454 million.  Total allowance for loan
losses increased $120 million to $1.2 billion, or five%of gross
loans receivable, as the Company increased its one- to four-family
and consumer and other portfolio reserves.  Total net charge-offs
in the quarter were $334 million, an increase of $27 million from
the prior quarter.

The Company reported Bank Tier-1 and risk-based capital ratios of
5.63%and 11.85 percent, respectively.  The Bank had excess Tier-1
capital of $288 million and excess risk-based capital (i.e., above
the level regulations define as well-capitalized) of $451 million
as of March 31, 2009.  The Company noted that subsequent to the
end of the quarter, it injected an additional $150 million of
capital into the Bank.

"Given the uncertainties of the current environment, we believe
that it is necessary to further improve the Company's capital
position," said Mr. Layton.  "We have been increasing our efforts
to reduce the size of the Bank's balance sheet and the associated
risk, to deleverage the Parent company's capital structure, and
also to generate additional capital to inject into the Bank."  The
Company noted that such efforts would involve public market
issuance and/or private investors and would create significant
dilution to current shareholders; deleveraging of the Parent would
also substantially reduce its interest expense.

The Company also noted that its primary banking regulator, the
Office of Thrift Supervision, has advised the Company to address
these capital requirements in the near term, including both
raising new capital for E*TRADE Bank and reducing the leverage of
the Parent holding company.  One alternative that the Company
continues to pursue is the U.S. Treasury's TARP Capital Purchase
Program which, if it is made available, would likely have
additional conditions that would also produce significant
dilution.  The Company can not predict when or if its application
will be acted upon.

         E* TRADE FINANCIAL CORPORATION AND SUBSIDIARIES
                  Consolidated Statement of Loss
             (In thousands, except per share amounts)
                           (Unaudited)
                                     Three Months Ended
                          ----------------------------------------
                          March 31,    December 31,    March 31,
                             2009          2008           2008
                          ----------  --------------  ------------
Revenue:
Operating interest
  income                  $ 486,637    $    540,204   $ 699,591
Operating interest
  expense                  (207,975)       (266,107)   (373,220)
                           --------       ---------    --------
      Net operating
       interest income      278,662         274,097     326,371
                           --------       ---------    --------
Commission                 125,626         141,548     122,255
Fees and service
  charges                    46,715          44,441      54,941
Principal transactions      17,642          25,336      20,490
Gain (loss) on loans
  and securities, net        16,507         (11,410)     (8,567)
Other revenue               12,191          12,421      13,604
                           --------       ---------    --------
      Total non-interest
       income               218,681         212,336     202,723
                           --------       ---------    --------
      Total net revenue     497,343         486,433     529,094
                           --------       ---------    --------
Provision for loan
losses                     453,963         512,874     233,871
Operating expense:
Compensation and
  benefits                   84,172          80,531     123,128
Clearing and servicing      42,671          47,970      44,885
Advertising and market
  development                43,591          44,684      57,448
Communications              21,561          24,169      25,094
Professional services       19,630          27,814      23,645
Occupancy and equipment     19,541          23,100      20,498
Depreciation and
  amortization               20,274          19,876      21,653
Amortization of other
  intangibles                 7,436           7,764      10,910
Facility restructuring
  and other exit
  activities                   (112)            977      10,566
Other                       35,220          44,564      16,506
                           --------       ---------    --------
      Total operating
       expense              293,984         321,449     354,333
                           --------       ---------    --------
Loss before other income
(expense), income tax
benefit and
discontinued
operations                (250,604)       (347,890)    (59,110)
Other income (expense):
Corporate interest
  income                        424           1,591       2,426
Corporate interest
  expense                   (87,315)        (87,898)    (95,241)
Gain (loss) on sales of
  investments, net             (433)         (4,537)        502
Loss on early
  extinguishment of
  debt                       (2,999)              -      (2,851)
Equity in income (loss)
  of investments and
  venture funds              (3,129)         (6,608)      4,699
                           --------       ---------    --------
      Total other income
       (expense)            (93,452)        (97,452)    (90,465)
                           --------       ---------    --------
Loss before income tax
benefit and
discontinued
operations                (344,056)       (445,342)   (149,575)
Income tax benefit         (111,371)       (169,117)    (56,648)
                           --------       ---------    --------
Loss from continuing
operations                (232,685)       (276,225)    (92,927)
Discontinued operations,
net of tax:
Income from
  discontinued
  operations                      -               -       1,734
Gain on disposal of
  discontinued
  operations                      -             662           -
                           --------       ---------    --------
      Income from
       discontinued
       operations, net
       of tax                     -             662       1,734
                           --------       ---------    --------
Net loss                  $(232,685)   $   (275,563)  $ (91,193)
                           ========       =========    ========
Basic loss per share
from continuing
operations               $   (0.41)   $      (0.50)  $   (0.20)
Basic earnings per share
from discontinued
operations                       -            0.00        0.00
                           --------       ---------    --------
Basic net loss per share  $   (0.41)   $      (0.50)  $   (0.20)
                           ========       =========    ========
Diluted loss per share
from continuing
operations               $   (0.41)   $      (0.50)  $   (0.20)
Diluted earnings per
share from discontinued
operations                       -            0.00        0.00
                           --------       ---------    --------
Diluted net loss per
share                    $   (0.41)   $      (0.50)  $   (0.20)
                           ========       =========    ========
Shares used in
computation of per
share data:
      Basic                 567,833         548,638     460,857
      Diluted(1)            567,833         548,638     460,857

            E* TRADE FINANCIAL CORPORATION AND SUBSIDIARIES
                       Consolidated Balance Sheet
                  (In thousands, except share amounts)
                              (Unaudited)
                                        March 31,     December 31,
                                           2009           2008
                                      ------------  --------------
                  ASSETS
Cash and equivalents                  $ 4,492,306   $ 3,853,849
Cash and investments required to be
segregated under federal or other
regulations                            1,900,235     1,141,598
Trading securities                         46,309        55,481
Available-for-sale mortgage-backed and
investment securities                 11,823,392    10,806,094
Margin receivables                      2,436,611     2,791,168
Loans, net                             23,271,969    24,451,852
Investment in
Federal Home Loan Bank stock             183,863       200,892
Property and equipment, net               321,934       319,222
Goodwill                                1,952,326     1,938,325
Other intangibles, net                    378,699       386,130
Other assets                            2,639,232     2,593,604
                                       ----------    ----------
     Total assets                     $49,446,876   $48,538,215
                                       ==========    ==========
   LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits                              $27,641,485   $26,136,246
Securities sold under agreements to
repurchase                             6,946,160     7,381,279
Customer payables                       4,181,332     3,753,332
Other borrowings                        4,083,033     4,353,777
Corporate debt                          2,752,673     2,750,532
Accounts payable, accrued and other
liabilities                            1,384,042     1,571,553
                                       ----------    ----------
     Total liabilities                 46,988,725    45,946,719
                                       ----------    ----------
Shareholders' equity:
Common stock, $0.01 par value, shares
authorized: 1,200,000,000; shares issued
and outstanding: 572,051,743 at March 31,
2009 and 563,523,086 at December 31,
2008                                       5,721         5,635
Additional paid-in-capital              4,084,643     4,064,282
Accumulated deficit                    (1,078,452)     (845,767)
Accumulated other comprehensive loss     (553,761)     (632,654)
                                       ----------    ----------
     Total shareholders' equity         2,458,151     2,591,496
                                       ----------    ----------
     Total liabilities and shareholders'
      equity                          $49,446,876   $48,538,215
                                       ==========    ==========
Segment Reporting
                              Three Months Ended March 31, 2009
        -------------------------------------------------------
               Trading     Balance
                 and        Sheet
             Investing   Management    Eliminations(2)       Total
            ---------- ----------  -------------------  ----------
Revenue:                               (In thousands)
Operating
  interest
  income     $ 259,626  $ 444,292    $   (217,281)       $ 486,637
Operating
  interest
  expense      (97,951)  (327,305)        217,281        (207,975)
              --------   --------       ---------  ----   --------
   Net operating
    interest
    income     161,675    116,987               -          278,662
              --------   --------       ---------  ----   --------
Commission    125,626          -               -          125,626
Fees and
  service
  charges       45,055      1,660               -           46,715
Principal
  transactions  17,642          -               -           17,642
Gain (loss) on
  loans and
  securities,
  net             (22)     16,529               -           16,507
Other revenue   8,894      3,297               -           12,191
              --------   --------       ---------  ----   --------
   Total
    non-interest
    income     197,195     21,486               -          218,681
              --------   --------       ---------  ----   --------
   Total net
    revenue    358,870    138,473               -          497,343
              --------   --------       ---------  ----   --------
Provision for
loan losses         -    453,963               -          453,963
Operating
expense:
Compensation
  and benefits  69,643     14,529               -           84,172
Clearing and
  servicing     20,776     21,895               -           42,671
Advertising and
  market
  development   43,586          5               -           43,591
Communications 21,462         99               -           21,561
Professional
  services      12,908      6,722               -           19,630
Occupancy and
  equipment     19,673       (132)              -           19,541
Depreciation
  and
  amortization  17,705      2,569               -           20,274
Amortization of
  other
  intangibles    7,436          -               -            7,436
Facility
  restructuring
  and other exit
  activities       (87)       (25)              -            (112)
Other          23,618     11,602               -           35,220
              --------   --------       ---------  ----   --------
   Total
    operating
    expense    236,720     57,264               -          293,984
              --------    --------       ---------  ----  --------
Segment income
(loss)      $ 122,150  $(372,754)   $          -
$(250,604)
              ========   ========       =========  ====   ========
                            Three Months Ended December 31, 2008
         -------------------------------------------------------
              Trading     Balance
                and        Sheet
            Investing   Management    Eliminations(2)       Total
           ----------  ----------  -------------------  ----------
Revenue:                               (In thousands)
Operating
  interest
  income     $ 319,679  $ 483,290    $   (262,765)       $ 540,204
Operating
  interest
  expense    (134,621)  (394,251)        262,765         (266,107)
              --------   --------       ---------  ----   --------
   Net operating
    interest
    income     185,058     89,039               -          274,097
              --------   --------       ---------  ----   --------
Commission    141,484         64               -          141,548
Fees and
  service
  charges       44,238        203               -           44,441
Principal
  transactions  25,336          -               -           25,336
Loss on loans
  and
  securities,
  net              (57)   (11,353)              -         (11,410)
Other revenue   9,186      3,243              (8)          12,421
              --------   --------       ---------   ---   --------
   Total
    non-interest
    income
    (loss)     220,187     (7,843)             (8)         212,336
              --------   --------       ---------   ---   --------
   Total net
    revenue    405,245     81,196              (8)         486,433
              --------   --------       ---------   ---   --------
Provision for
loan losses         -    512,874               -          512,874
Operating
expense:
Compensation
  and benefits  62,809     17,722               -           80,531
Clearing and
  servicing     22,957     25,021              (8)          47,970
Advertising and
  market
  development   44,684          -               -           44,684
Communications 23,791        378               -           24,169
Professional
  services      15,709     12,105               -           27,814
Occupancy and
  equipment     22,135        965               -           23,100
Depreciation
  and
  amortization  16,441      3,435               -           19,876
Amortization of
  other
  intangibles    7,764          -               -            7,764
Facility
  restructuring
  and other exit
  activities       141        836               -              977
Other          36,122      8,442               -           44,564
              --------   --------       ---------  ----   --------
   Total
    operating
    expense    252,553     68,904              (8)         321,449
              --------   --------       ---------   ---   --------
Segment income
(loss)      $ 152,692  $(500,582)   $          -       $(347,890)
              ========   ========       =========  ====   ========

                              Three Months Ended March 31, 2008
         ------------------------------------------------------
              Trading     Balance
                and        Sheet
             Investing   Management    Eliminations(2)       Total
           ----------  ----------  -------------------  ----------
Revenue:                               (In thousands)
Operating
  interest
  income     $ 416,684  $ 590,121    $   (307,214)       $ 699,591
Operating
  interest
  expense     (209,378)  (471,056)        307,214        (373,220)
              --------   --------       ---------  ----   --------
   Net operating
    interest
    income     207,306    119,065               -          326,371
              --------   --------       ---------  ----   --------
Commission    121,669        586               -          122,255
Fees and
  service
  charges       50,877      4,064               -           54,941
Principal
  transactions  20,376        114               -           20,490
Loss on loans
  and
  securities,
  net               (2)    (8,565)              -          (8,567)
Other revenue   9,753      3,867             (16)          13,604
              --------   --------       ---------   ---   --------
   Total
    non-interest
    income     202,673         66             (16)         202,723
              --------   --------       ---------   ---   --------
   Total net
    revenue    409,979    119,131             (16)         529,094
              --------   --------       ---------   ---   --------
Provision for
loan losses         -    233,871               -          233,871
Operating
expense:
Compensation
  and benefits  90,932     32,196               -          123,128
Clearing and
  servicing     20,347     24,554             (16)          44,885
Advertising and
  market
  development   57,444          4               -           57,448
Communications 24,102        992               -           25,094
Professional
  services      14,852      8,793               -           23,645
Occupancy and
  equipment     19,640        858               -           20,498
Depreciation
  and
  amortization  16,910      4,743               -           21,653
Amortization of
  other
  intangibles   10,910          -               -           10,910
Facility
  restructuring
  and other exit
  activities       182     10,384               -           10,566
Other          30,637    (14,131)              -           16,506
              --------   --------       ---------  ----   --------
   Total
    operating
    expense    285,956     68,393             (16)         354,333
              --------   --------       ---------   ---   --------
Segment income
(loss)      $ 124,023  $(183,133)   $          -       $ (59,110)
              ========   ========       =========  ====   ========

                    About E*Trade Financial

E*Trade Financial Corp. -- https://www.etrade.com/ -- is a
global financial services company, offering a range of financial
solutions to customers under the brand E*TRADE FINANCIAL.  Its
financial solutions include a suite of trading, investing,
banking and lending products.  Its primary retail products and
services consist of trading and investing, banking and lending
products.  Trading and investing includes automated order
placement and execution of United States and international
equities, currencies, futures, options, exchange-traded funds,
mutual funds and bonds.  Banking includes checking, savings,
sweep, money market and certificates of deposit products that
offer online bill pay, quick transfer, unlimited automated
teller machines transactions on eligible accounts and wireless
account access.  Lending includes mortgage, home equity, margin
and credit card products that offer online loan status and quick
transfer.  The company's primary institutional product is market
making.

As reported by the Troubled Company Reporter on December 26, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term
counterparty credit rating on E*TRADE Financial Corp. and its
'BB-' long-term counterparty credit rating on E*TRADE Bank, which
had been on CreditWatch Negative since November 13, 2007, were
placed on CreditWatch with developing implications pending the
outcome of the company's application to the U.S. Treasury's
Troubled Asset Relief Program and a review of the overall health
of the franchise.

As reported by the TCR on November 10, 2008, Moody's Investors
Service lowered E*TRADE Financial Corporation's long-term senior
debt rating to B2 from Ba3, and also lowered the long-term deposit
rating of its lead thrift subsidiary, E*TRADE Bank, to Ba3 from
Ba2.  E*TRADE Bank's short term deposit rating and rating on other
short-term senior obligations were affirmed at Not Prime, and the
thrift's Bank Financial Strength Rating (BFSR) was downgraded to
D- from D.  The outlook for all long-term ratings at E*TRADE and
E*TRADE Bank, including the BFSR, remains negative.


ENRON CORP: Arthur Andersen Settles for $16 Million
---------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Recovery Corp. asks Judge Arthur J. Gonzalez of
the U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement and mutual release it entered into
with Arthur Andersen.

Under the settlement, Arthur Andersen will pay to Enron
$16,000,000 and the parties will mutually release each other from
all claims.

In December 2003, the Official Committee of Unsecured Creditors of
Enron Corp. filed a complaint, on behalf of Enron, against Arthur
Andersen alleging that certain of its former officers needed the
approval of Arthur Andersen, as Enron's former independent auditor
and financial advisor, to engage in gross misconduct and breaches
of their fiduciary duties in the form of misstating and
manipulating Enron's financial condition for the former
executives' own benefit.  The Complaint also alleged that the
accounting firm failed to fully and candidly apprise Enron's Board
of Directors with respect to certain high risk transactions
orchestrated by the former Enron officers and failed to fulfill
its obligations to Enron, the Board, and its Audit Committee by
placing the firm's own interests ahead of Enron's and by acceding
to the inappropriate transactions designed by the Enron Insiders.

According to the Complaint, Arthur Andersen was involved in
virtually every aspect of Enron's financial operations and
internal control structure, giving rise to their own fiduciary
duties of loyalty, utmost good faith and candor, honest dealing,
and full disclosure.  In addition, the Complaint alleges that
Arthur Andersen was paid more than $180 million in fees between
1997 and 2001.

The Committee further alleged that Arthur Andersen breached these
duties by, among other things:

   (a) placing its own financial interests ahead of Enron's;

   (b) failing to provide objective, impartial and truthful
       advice to Enron;

   (c) issuing audit opinions of Enron's financial statements
       that Arthur Andersen was negligent in failing to know
       contained material misstatements and omissions;

   (d) failing to recognize that ever increasing sophisticated
       and complex transactions entered into by Enron had little
       to do with the nature of Enron's business and everything
       to do with the Enron Insiders' attempt to achieve
       financial statements that did not reflect the reality of
       the company's performance or the results of the
       transactions itself; and

   (e) destroying evidence.

Arthur Andersen has denied, and continues to deny, each and all
claims and allegations of wrongdoing made against it and has
maintained that it has meritorious defenses.

Enron asserts that the settlement will clearly benefit its estate.
Enron points out that the settlement will result in a substantial
payment to the estate and will adequately compensate the estate
for its claims against Arthur Andersen given the costs and
uncertainties of litigation.

Bloomberg's Bill Rochelle says the Court is scheduled to convene a
hearing on the settlement on May 14.

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.

Bloomberg relates that distributions to Enron creditors exceed
50%, some three times more than early estimates of the probably
recovery.

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: Gets Interim OK to Access Prepetition Lenders' Cash
------------------------------------------------------------------
The Hon. Charles G. Case, II, of the U.S. Bankruptcy Court for the
District of Arizona authorized, on an interim basis, Eurofresh,
Inc. and affiliate Eurofresh Produce Ltd. to:

   a) use cash securing repayment of prepetition creditors loan
      until May 29, 2009; and

   b) grant adequate protection to prepetition secured parties.

The prepetition lenders have agreed to the Debtors' use of cash
collateral, provided, among other things, that an agreed budget is
followed, and the Debtors file a reorganization plan by May 25.

Prior to Eurofresh's petition date, (i) the Debtors, the
administrative agent and SPCP Group LLC as lender entered into
certain agreements pursuant to which SPCP Group LLC made loans and
extended credit and other financial accommodations to the Debtors,
including, without limitation, that certain credit and guaranty
agreement, dated as of March 25, 2008, and other related credit
documents including, without limitation, the forbearance agreement
dated April 2, 2009, and executed and delivered by the Debtors in
respect of the prepetition loan documents and (ii) EFI as lessee
and SP Eurofresh LLC as lessor entered into certain agreements
pursuant to which the lessor separately leased and subleased
certain real and personal property to EFI, including, without
limitation, that certain lease agreement dated as of March 25,
2008, and related other operative documents.

SPCP Group LLC has sold, assigned, syndicated or otherwise
transferred to affiliates or other managed funds of Silver Point
Capital and Wells Fargo Foothill the credit and other financial
accommodations made by SPCP Group LLC to the Debtors under the
prepetition loan documents.

As of April 17, 2009, the Debtors owe the Administrative Agent and
Prepetition Lenders amounts totaling $54,490,855 plus accrued
interest, fees, costs and other charges and that the Debtors have
no offset, defenses or counterclaims to the prepetition loan
obligations.

As of April 17, 2009, the Debtors relate that Eurofresh, Inc., is
indebted to the lessor $14,494,500 for fixed rent, not less than
$536,006 for variable rent plus accrued interest, fees, costs and
other charges and that the Debtors have no offset, defenses or
counterclaims to the prepetition capital lease obligations.

To secure the repayment of the prepetition loan obligations, the
Debtors granted to the collateral agent for the ratable benefit of
itself, a security interest in and lien upon all of Debtors'
property.

The Debtors maintain an account at Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. in order to have cash accessible
for the payment of certain obligations originating overseas that
require payment in foreign currency.

In order to stabilize the business and move towards a Plan of
Reorganization, the Debtors engaged in significant prepetition
negotiations with a group of senior noteholders representing more
than 66-2/3% in amount of the senior notes and subordinated
noteholders representing in excess of a majority in amount of the
subordinated notes, and on April 20, 2009, a term sheet was
executed by the Debtors, the signing noteholder and Johan Van Den
Berg.  The noteholder term sheet provides for the conversion of
approximately $210 million in debt to equity, along with the
infusion of $10 million in new money, $7.5 million of which will
go to pay down the amounts owing to the prepetition creditors.

     Summary of Key Terms of Consensual Use of Cash Collateral

From the petition date until May 29, 2009, the Debtors will use
$20,613,000 of cash collateral consistent with the 13-week cash
flow.

The Prepetition Lenders have agreed to the use of their cash
collateral, on an interim basis, for the Debtors to have
sufficient liquidity to operate their business while negotiating a
plan of reorganization and disclosure statement, subject to the
entry by the Court of a stipulated interim order that contains the
these provisions:

   1. The Debtors will pay to the prepetition creditors an amount
      equal to (i) interest on the prepetition loan obligations on
      a weekly basis at the non-default rate plus any letter of
      credit fees, (ii) an amount equal to fixed rent and variable
      rent due under the prepetition capital lease documents, and
      (iii) an amount equal to reasonable postpetition fees and
      expenses of the administrative agent and prepetition
      creditors incurred in connection with the cases or the
      prepetition credit obligations or in the protection of the
      prepetition lenders' rights and interests in the collateral
      and the prepetition credit documents; the rights of the
      administrative agent, prepetition creditors, Debtors and
      other parties in interest are reserved with respect to the
      adequate protection payments.

   2. The Debtors grant, assign and pledge to the collateral
      agent for the benefit of the secured parties additional or
      replacement liens upon and a security interest in all of the
      assets of the Debtors and their estates and all the proceeds
      thereof, excluding avoidance actions and the proceeds
      thereof.

   3. The replacement liens granted will be subject and
      subordinate in priority to goods properly consigned to the
      Debtors or goods subject to valid and enforceable purchase
      money security interests.

   4. In the event of a diminution in the value of the
      collateral, including the cash collateral, from and after
      the petition date, in excess of the value of the replacement
      liens granted herein, then the prepetition lenders will have
      an administrative expense claim with priority over all other
      administrative expense claims.

   e. The Debtors will the provide the collateral agent and
      prepetition creditors with all inspection rights and
      collateral reports as required by the prepetition credit
      documents.

The Debtors' authority to use cash collateral will immediately
terminate upon:

   a) the use of cash collateral not authorized by this Order;

   b) the appointment of a Chapter 11 trustee or examiner with
      expanded powers in the case;

   c) conversion of the case to one under Chapter 7 of the
      Bankruptcy Code;

   d) the occurrence of a material adverse event that materially
      impairs the value of the collateral;

   e) the failure to file a plan of reorganization and disclosure
      statement by May 25, 2009; and

   f) without the prior consent of the collateral agent, the entry
      of an order authorizing the Debtors to grant to a party
      other than one or more of the secured parties a security
      interest in and lien upon the Collateral that has priority
      which is senior to, or equal with, the prepetition or
      replacement liens and security interests of the secured
      parties in the collateral.

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

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

                       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.
Eurofresh Inc. listed $50 million to $100 million in assets and
$100 million to $500 million in debts in its bankruptcy petition.


EUROFRESH INC: Wants Alvarez & Marsal N.A. as Financial Advisor
---------------------------------------------------------------
The Hon. Charles G. Case, II, of the U.S. Bankruptcy Court for the
District of Arizona authorized, on an interim basis, Eurofresh,
Inc. and Eurofresh Produce Ltd. to employ Alvarez & Marsal North
America, LLC, as financial advisor.

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

A&M-NA is expected to:

   a) assist in the preparation of the Debtors' revised business
      plan and operating plan and cash flow forecast and
      presentation of the plan and forecast to the Debtors'
      executives, board of directors and creditors;

   b) assist in the identification of cost reduction and cash
      conversion opportunities;

   c) assist in the development of a revised cash management
      process;

   d) assist in the development and implementation of a plan of
      reorganization;

   e) assist in creditor and customer issues including assistance
      in preparation of reports and liaison with creditors,
      creditor advisors, customers and key vendors;

   f) assist with bankruptcy reporting and filing requirements;
      and

   g) provide other services as are approved by the Debtors'
      executives or requested by the board of directors.

Emmett O. Bergman, director of A&M-NA, told the Court that his
hourly rate is $650 and the hourly rates for other professionals
working on the Chapter 11 cases are:

     Managing Directors            $625-$850
     Directors                     $475-$625
     Associates                    $325-$475
     Analysts                      $225-$300

Mr. Bergman added that A&M-NA received a $175,000 prepetition
retainer.  A&M-NA will retain all remaining amounts of the
retainer in trust during the pendency of the Chapter 11 cases.

For the year prior to Eurofresh's petition date, the Debtors paid
A&M-NA $426,904 for pre-petition services rendered.  A&M-NA has
been fully compensated for all fees and expenses incurred prior to
the petition date after applying $61,214 from the retainer,
leaving the Debtors with a net unapplied retainer balance of
$113,785 held by A&M-NA as of the petition date.

Mr. Bergman assured the Court that A&M-NA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       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.
Eurofresh Inc. listed $50 million to $100 million in assets and
$100 million to $500 million in debts in its bankruptcy petition.


EUROFRESH INC: Wants to Hire A&M Sec. for Reorganization/Financing
------------------------------------------------------------------
The Hon. Charles G. Case, II, of the U.S. Bankruptcy Court for the
District of Arizona authorized, on an interim basis, Eurofresh,
Inc. and affiliate Eurofresh Produce Ltd. to employ Alvarez &
Marsal Securities, LLC, as investment banker.

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

A&M-S is expected to:

   i. review the Debtors' business, operations, financial
      projections, business plans and strategies, asset and
      business value and financial position;

  ii. analyze existing direct and contingent liabilities of the
      Debtors, including debt obligations and other liabilities;

iii. assist the Debtors in ascertaining the debt servicing
      capability of the Debtors and any additional funding
      requirement;

  iv. assist with the formulation, evaluation and implementation
      of various options for a capital structure restructuring,
      financing, reorganization, merger, or sale of the Debtors,
      or their assets or businesses, including, in the case of a
      restructuring, the value of securities, if any, that may be
      issued to certain creditors or equity holders thereunder;

   v. assist the Debtors in the preparation of solicitation
      materials with respect to a restructuring and any securities
      to be issued in connection therewith;

  vi. assist the Debtors in negotiations with creditors,
      bondholders, shareholders and other appropriate parties-in-
      interest;

vii. provide investment banking services to the Debtors in
      connection with developing, seeking approval for, a
      restructuring Plan, which may be a Plan under Chapter 11 of
      the Bankruptcy Code;

viii. if the Debtors pursue a sale transaction, A&M will:

      (a) if necessary, assist in preparing an offering memorandum
          for distribution and presentation to prospective
          purchasers;

      (b) advise the Debtors on any proposed purchase price and
          form of consideration;

      (c) assist in soliciting interest in a transaction among
          prospective purchasers;

      (d) assist in evaluating proposals received from
          prospective purchasers;

      (e) advise the Debtors as to the structure of the sale
          transaction, including valuation of any non-cash
          consideration;

      (f) assist in negotiating the financial terms and structure
          of a sale transaction; and

      (g) provide other investment banking services reasonably
          necessary to accomplish the foregoing and consummate a
          sale transaction;

   ix. if the Debtors pursue a financing transaction A&M will:

      (a) if necessary, assist in preparing a private placement
          memorandum and management presentation for distribution
          and presentation to prospective Investors;

      (b) assist in identifying and contacting prospective
          investors well as in soliciting indications of interests
          in a financing transaction among prospective investors;

      (c) assist in evaluating indications of interest received
          from prospective investors;

      (d) assist in negotiating the financial terms and structure
          of a financing transaction; and

      (e) provide other investing banking services reasonably
          necessary to accomplish the foregoing and consummate a
          financing transaction.

The Debtors propose to pay A&M-S on these terms:

   (a) A&M-S will receive a monthly fee of $200,000;

   (b) In addition to the other fees to be paid A&M-S, the

       Debtors will pay A&M-S these transaction fees:

       (i) Restructuring Transaction Fee equal to $1,050,000 less,
           $75,000 times the number of Monthly Fees paid in cash
           to A&M-S;

      (ii) Financing Transaction Fee equal to: (x) 1.5% of the
           aggregate principal amount of all secured financing,
           plus; (y) 3.0% of the aggregate amount of all unsecured
           and subordinated debt, raised or committed, plus; (z)
           5.0% of the aggregate amount of equity and equity-
           linked securities, including convertible securities,
           securities with attached, detachable or other warrants
           or other equity-linked features and preferred stock,
           placed or committed.

   (c) A&M-S will be reimbursed for its reasonable out-of-pocket
       expenses incurring in connection the provision of its
       services. In addition, A&M-S will be reimbursed for the
       reasonable fees and expenses of its counsel incurred.

   (d) A&M-S received a prepetition retainer of $33,333.

Prior to Eurofresh's petition date, the Debtors paid A&M-S
$706,907 for prepetition services rendered inclusive of the
retainer. Upon information and belief, A&M-S has been fully
compensated for all fees and expenses incurred prior to the
petition date, leaving the Debtors with a net unapplied retainer
balance of $33,333 held by A&M-S as of the petition date.

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

                       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.
Eurofresh Inc. listed $50 million to $100 million in assets and
$100 million to $500 million in debts in its bankruptcy petition.


FAIRPOINT COMMUNICATIONS: Bank Debt Sells at Almost 51% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications Inc. is a borrower traded in the secondary market
at 49.06 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 2.50
percentage points from the previous week, the Journal relates.
The loan matures March 31, 2015.  The Company pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and S&P's B rating.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc., provides a full range of communications
services to residential and business customers including local and
long distance voice, data, Internet, television and broadband.
FairPoint Communications is traded on the New York Stock Exchange
under the symbol FRP.  FairPoint operates 32 local exchange
companies in 18 states.  With roughly 1.9 million access line
equivalents, FairPoint is the eighth largest telecommunications
company in the United States.


FLEETWOOD ENTERPRISES: To Sell Oregon Travel Trailer Plant
----------------------------------------------------------
According to Bloomberg's Bill Rochelle, Fleetwood Enterprises Inc.
has signed a deal for the sale of a plant in La Grande, Oregon for
$1.8 million to Arbutus RV & Marine Sales Ltd., the largest
recreational-vehicle dealer in British Columbia.

The Debtor will further market test the plant through an auction.

Mr. Rochelle reports that Arbutus insists, however, on completing
the purchase by May 15 to produce travel trailers for the summer
season.  Consequently, Fleetwood is proposing a truncated sale
process, under which, competing bids are due by May 8, and the
auction would occur at a May 13 hearing for approval of the sale.

Fleetwood has earlier said that it will seek to consummate
strategic sales of assets, including its manufactured housing and
motor home divisions.

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

Fleetwood has an $80 million in Debtor-in-Possession from lenders,
led by Bank of America, N.A. as agent.

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  The Company has 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., at Gibson, 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.


FLORIDA DEVELOPMENT: S&P Gives Negative Outlook on 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised the rating outlook
on Florida Development Finance Corp.'s revenue bonds, issued on
behalf of Palm Bay Academy Inc. Charter School, to negative from
stable due to operating pressures placed on financial operations
related to decreasing enrollment levels; the school expects it
could need to use some trustee-held reserves in order to make debt
service payments next year.  With debt service expected to reach
near maximum annual debt service levels in the next few years,
additional pressure likely will be placed on the school to add and
maintain enrollment; the uncertainty of Florida school funding
fluctuations adds to this pressure.  Standard & Poor's has
affirmed its 'BB-' long-term rating on the bonds.

"The negative outlook reflects our view of the considerable
challenges facing the school regarding enrollment, which has a
direct impact on its financial position," said Standard & Poor's
credit analyst Jane Hudson Ridley.  "If enrollment goals are met,
and maintained, and structural balance is maintained, the outlook
could be revised to stable.  If enrollment levels negatively
affect financial position and special reserves are needed to fund
operations, the rating could be revised downward," she noted.

The rating reflects a need, in Standard & Poor's view, to continue
to increase student count in order to generate sufficient revenues
to make debt service payments on the bonds; a recent midyear loss
of enrollment that the school attributes to the troubled Florida
economy, but that has resulted in lower enrollment figures this
year and the sapping of the school's waiting list; a need to
increase enrollment in grades Standard & Poor's views as more of a
challenge to fill, such as middle school and the upper grades of
the immersion program (grades one and two); and a trend of
revising enrollment projections downward over time.  Additional
rating factors include the lack of a formal business plan to guide
and ground decisions and expansion plans, without which the future
direction and plans of the school appear likely to change from the
current course; dependence on the founder and head of the school
to continue to guide and operate the facility, which could be
exacerbated by the addition of programs and campuses; a critical
need, in Standard & Poor's view, to retain students in new
curriculum-specific classes (specifically language immersion)
where filling classes in the grades three to five could prove
challenging; and the inherent uncertainty associated with charter
renewals given that the final maturity of the bonds exceeds the
time horizon of the existing charter.

Offsetting factors include the length of the charter through 2012
following a 10-year renewal in 2002; good student demand,
particularly in the lower grades; above-average test scores that
are among the highest in the state; and adequate legal provisions,
although the school can issue subordinate debt with a MADS test of
1x.

A pledge of loan repayments by the borrower, Palm Bay Academy Inc.
Charter School, secures the bonds. Securing the loan payments is a
general full faith and credit pledge of the academy, including
pledged revenues (fees, rentals, charges, and other income), with
a first-lien mortgage on the property as additional security.  A
debt service reserve fund has been funded at the standard three-
prong test.  A separate restricted reserve was also established
and funded with bond proceeds; it can be used for debt service.
Per-pupil operating revenues flow through the county to the school
before being remitted to the trustee for payment on the bonds.
The school's operating revenues are based on 100% of the per-pupil
revenues for the Brevard County schools, minus a 5% holdback fee
kept by the district for administration of the school's charter.

Palm Bay Academy was established in 1998 with an initial three-
year charter granted by Brevard County Board of Education.  The
charter was renewed for a 10-year term in 2002 and runs through
the 2012 school year.  Palm Bay's focus is an academically
rigorous alternative to the local public schools, and test scores
demonstrate significant strengths in student achievement.
Enrollment has grown to 505 students across grades K-8 in the
2008-2009 school year from 100 students in grades K-3 in the 1998-
1999 school year.

Approximately $12 million in debt is affected.


FLUID ROUTING: Court OKs Corporate Name Change to Carolina Fluid
----------------------------------------------------------------
The U.S. Bankuptcy Court for the District of Delaware has granted
the motion of Fluid Routing Solutions Intermediate Holding Corp.
and its debtor-affiliates for the change of their corporate names:

        From                                  To
        ----                                 ----
  Fluid Routing Solutions         Carolina Fluid Handling
    Intermediate Holding Corp.      Intermediate Holding Corp.

  Fluid Routing Solutions, Inc.   Carolina Fluid Handling, Inc.

  Fluid Routing Solutions         Carolina Fluid Handling
    Automotive, LLC                 Automotive, LLC

The Court also ordered that the caption of the Debtors' Chapter 11
cases be modified to reflect the foregoing corporate name changes.

In its motion, the Debtors told the Court that the corporate name
changes are necessary as a result of the approval and closing of
the sale of substantially all of the assets of the Debtors' hose
extrusion and fuel assembly service business to FRS Holding Corp.
pursuant to an Asset Purchase Agreement dated as of February 6,
2009.  The sale closed on March 27, 2009.  FRS Holding offered to
pay $11,000,000, subject to adjustments, for the fuel systems
business.

The Fluid Reouting Debtors have amended their certificates of
incorporation and bylaws as necessary to comply with this name
change requirement.

As reported in the Troubled Company Reporter on April 1, 2009,
Fluid Routing Solutions completed the sale of its fuel systems and
hose extrusion operations to an affiliate of Sun Capital Partners,
Inc.  To facilitate the restructuring process and allow for a sale
of the ongoing business, an affiliate of Sun Capital agreed to
provide a debtor-in-possession loan facility to FRS upon the
bankruptcy filing.

The DIP financing allowed FRS to continue to pay employees and
vendors, thus providing operational and financial stability as it
proceeded with the sale process of the fuel and hose extrusion
businesses.  An affiliate of Sun Capital served as the stalking
horse bidder for the fuel and hose extrusion assets under Section
363 of the U.S. Bankruptcy Code, won the auction, and the
Bankruptcy Court approved the sale on March 24, 2009.  The fuel
and hose business will retain the FRS name.

                     About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com/-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).
Judge Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisor.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of $50 million to
$100 million.


FLUID ROUTING: Gets Final Nod to Borrow $8MM from Customer Group
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Fluid Routing Solutions Intermediate Holding Corp., and its
affiliated debtors authority, on a final basis, to obtain post-
petition financing of up to $8 million from General Motors
Corporation, Chrysler LLC, on behalf of itself and Chrysler Motors
LLC, Chrysler Canada Inc., and Ford Motor Corporation (each a
"Customer" and collectively the "Customer Group"), to fund the
operations and administration of the Debtors' estates.

Absent a written extension, the post-petition financing will be
due and payable on the earliest of: (a) July 31, 2009; (b) the
occurrence of an Event of Default; (c) the closing of a sale of
all or substantially all of the Debtors' Fluids Business; or (d)
the effective date of any confirmed plan of reorganization for the
Debtors.

As reported previously, the Bankruptcy Court for the District of
Delaware granted the Debtors permission, on an interim
basis, to obtain up to $3.7 million under the Interim Agreement
with the Customer Group, dated March 30, 2009.

As security for the post-petition financing, the Customer Group is
granted a first and senior security interest in the inventory on
hand on the Fuel Business closing date loaned against using the
proceeds of the post-petition financing, a first and senior
security interest in all other assets acquired after the closing
date, and a security interest in all other assets of the Debtors
acquired prior to the closing date, which shall be junior and
subordinate to DIP Lender Sun Fluid Routing Finance LLC's senior
and first priority lien on said assets.

The Customer Financing will bear interest at the rate of 15% p.a.

In exchange for providing the financing, the Customer Group has
requested certain accommodations from the Debtors and Sun Fluid
Routing Finance which are set forth in the Interim Agreement,
dated as of March 30, 2009.

The Debtors relate that on March 27, in conjunction with the
approval and closing of the sale of the Fuel Business, the Sun FR
DIP Facility expired.  At the same time, Sun FR swept all cash of
the Debtors and informed the Debtors that all amounts received by
them representing payment of the accounts should be paid to Sun
FR.  On March 30, 2009, the Debtors shut down the operations of
the Fluids Business due to inadequate financing.

On March 27, 2009, the sale of the Fuel Business to FRS Holding
Corp. closed.  On March 30, 2009, the Debtors shut down the
operations of the Fluids Business due to inadequate financing.

A copy of the budget is available for free at:

         http://bankrupt.com/misc/FluidRouting.Budget.pdf

A copy of the Interim Agreement is available at:

          http://bankrupt.com/misc/FluidRouting.IFA.pdf

                     About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com/-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).
Judge Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisor.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of $50 million to
$100 million.


GENERAL MOTORS: Magna International Presents Offer for Opel
-----------------------------------------------------------
Gregory Corcoran posted on The Wall Street Journal blog that Magna
International has submitted an offer for General Motors Corp.'s
Adam Opel.

According to Mr. Corcoran, Magna is apparently interested in
investing alongside Fiat SpA.

Mr. Corcoran states that Opel has said it needs $5.3 billion to
get through the economic crisis and that any move depends on GM.
The Associated Press relates that GM CEO Fritz Henderson said that
he is negotiating with potential parties over Opel's future and
that a decision could come at the end of May.

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.


GEORGIA GULF: Bank Debt Trades at 38% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf is a
borrower traded in the secondary market at 61.67 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 1.97 percentage points
from the previous week, the Journal relates.   The loan matures on
October 3, 2013.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's CCC rating.

                        About Georgia Gulf

Georgia Gulf Corporation is a manufacturer and international
marketer of two integrated chemical product lines, chlorovinyls
and aromatics.  The Company's primary chlorovinyls products are
chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins
and vinyl compounds.  Its aromatics products are cumene, phenol
and acetone.  The Company has four business segments:
chlorovinyls; window and door profiles, and moldings products;
outdoor building products, and aromatics.

As of December 31, 2008, the Company's balance sheet showed total
assets of $1.61 billion and total liabilities of $1.75 billion
resulting in total stockholders' deficit of $139.92 million.  As
of December 31, 2008, the Company had $90 million of cash on hand
as well as $143 million of borrowing capacity available under its
revolving credit facility.  The Company reduced net debt by
$83 million during 2008 and was in compliance with its debt
covenants for the quarter ended December 31, 2008.

                           *     *     *

On March 16, 2009, Georgia Gulf entered into a fifth amendment to
its senior secured credit facility provided by a syndicate of
banks and other financial institutions led by Bank of America,
N.A., as administrative agent.  The Credit Facility Amendment
became effective on March 17, 2009.  The Credit Facility Amendment
permits the Company prior to September 30, 2009, to exchange
certain equity or debt securities for its 7-1/8% and 9.5% senior
notes and its 10.75% senior subordinated notes.


GOODY'S LLC: Again Attempts Auction for Trademarks and Trade Names
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
for the second time, procedures for auctioning off for Goody's
LLC's trademarks and trade names.  According to Bloomberg's Bill
Rochelle, bids will be due May 27, an auction will be held June 2,
and the sale hearing will be held June 4.

Bloomberg relates that Goody's LLC was initially authorized in
February to sell trademarks and trade names.  The Company
requested and received a postponement of the auction to give it
more time for marketing the intellectual property.

Once a moderately priced family apparel retailer with 282 stores,
Goody's filed under Chapter 11 again in January, only three months
after confirming a reorganization plan.  Goody's liquidated after
the new filing by conducting going-out-of-business sales.

Prentice Capital Management bought the chain in January
2006 and kept all the stock in the previous reorganization in
exchange for the second- and third-lien loans. The new petition
listed assets of $206 million against debt of $202 million.
In the second Chapter 11 case, debt for the Knoxville,
Tennessee-based company includes a $29 million secured revolving
credit along with second-, third- and fourth-lien term loans for
$10 million, $20 million and $15 million, respectively.
The first case is In re Goody's Family Clothing Inc., No.
08-11133, and the new case is Goody's LLC, 09-10124, both in
U.S. Bankruptcy Court, District of Delaware (Wilmington).

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.


GREGORY ABBETT: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gregory W. Abbett
        110 Hollyann Dr
        Folsom, CA 95630

Bankruptcy Case No.: 09-28058

Chapter 11 Petition Date: April 27, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Walter R. Dahl, Esq.
                  2304 N St.
                  Sacramento, CA 95816-5716
                  Tel: (916) 446-8800

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Denise Abbett                    unstated            $275,036
Guardian Ad Litem
Miles Abbet Trust &
Morgan Abbett Trust
28 Eucalyptus Rd.
Belvedere CA 94210

Jeffrey B Abbett                Personal Loan         100,000
16 SCinnamon Teal
Novato CA

Dep't. of Child                  Child Support         38,390
Support Services
PO Box 989067
West Sacramento, CA

Dep't. of Child                  Child Support         26,672
Support Services

Douglas N. Akay                  Legal Services        12,500

Zuckerman & McQuiller            Legal Services         4,678


HARTMARX CORPORATION: U.S. Trustee Amends Committee Members
-----------------------------------------------------------
William T. Neary, United States Trustee for Region 11, amended the
members of the Official Committee of Unsecured Creditors of
Hartmarx Corporation and its debtor-affiliates.

The members of the revamped Committee are:

  1) Deutsche Bank National Trust Company
     Attn: Jeffrey J. Powell
     222 South Riverside Plaza, 25th Floor
     Chicago, IL 60606-5808

  2) GMAC Commercial Finance LLC
     Attn: Arthur Brown
     1290 Ave. Of the Americas
     New York, NY 10104

  3) Hibernian Direct, LLC
     Attn: Patrick Duggan
     One North LaSalle, Suite 2151
     Chicago, IL 60602

  4) Pacific Garment USA
     Attn: Ken Yager
     Morris Anderson & Assoc
     719 South Los Angeles St., #708
     Los Angeles, CA 90014

  5) Pension Benefit Guaranty Corporation
     Attn: John Holland Ginsberg, Esq.
     Office of the Chief Counsel
     1200 K. Street, N.W., Suite 320
     Washington, D.C. 20005

  6) Teklink International, Inc.
     Attn: Pankaj Gupta
     823 Fieldcrest Drive
     Naperville, IL 60540

  7) Textile Import LLC
     Attn: Anthony Di Talia
     1410 Broadway 22nd Floor
     New York, NY 10018

  8) Trisula Center
     Attn: Herman Roup
     JL Linkar Luar Barat
     Blok A No. 1
     Rawa Buaya - Cengkareng
     Jakarta Barat 11740 Indonesia

  9) Warren Corp.
     Attn: Mark Radtke
     711 Fifth Avenue
     New York, NY 10022
     Chicago, IL 60610

10) Woo Yang Co.
     Attn: Tracy Klestadt
     Klestadt & Winters, LLP
     699-3 Banyea
     4 Dong, Haeundae - Gu
     Busan, Korea

The members of the Committee have been amended three times.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HARTMARX CORPORATION: Wants July 27 as Creditors' Claims Bar Date
-----------------------------------------------------------------
Hartmarx Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to set July
27, 2009, as deadline for creditors to file proofs of claim.

All original proofs of claim must be filed to:

Hartmarx Corporation Claims Processing
c/o Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245;

A hearing is set for May 5, 2009, at 2:00 p.m., to consider the
request.  Objections, if any, are due May 1.

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com/-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

Hartmarx and certain affiliates filed for bankruptcy protection on
January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046).
George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric
J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $483,108,000 in total
assets and $261,220,000 in total debts as of August 31, 2008.


HAWKER BEECHCRAFT: Bank Debt Sells at Almost 50% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 51.56 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 3.06 percentage points
from the previous week, the Journal relates.   The loan matures on
March 26, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services lowered its ratings on Hawker
Beechcraft Inc., including the corporate credit rating to 'B-'
from 'B+'.  The outlook is negative.  S&P also lowered its issue-
level ratings on senior secured and unsecured debt of Hawker
Beechcraft Acquisition Co. LLC, a wholly owned subsidiary of
Hawker Beechcraft and the borrower under the credit facility and
the issuer of notes.  S&P lowered the rating on the senior secured
debt to 'B', one notch higher than the corporate credit rating on
Hawker Beechcraft Inc., from 'BB'.  S&P revised the recovery
rating on this debt to '2' from '1', indicating expectations on
substantial (70%-90%) recovery of principal in the event of
payment default.  S&P lowered the issue-level rating on the senior
unsecured and subordinated debt to 'CCC' from 'B-'.  The recovery
rating on this debt remains '6', indicating expectations of
negligible (0%-10%) recovery.

The TCR related on April 6, 2009, that Moody's Investors Service
lowered Hawker Beechcraft Acquisition Company's Corporate Family
Rating to Caa2 from B3 and the Probability of Default to Caa2/LD
from B3.  The actions follow disclosure that the company acquired
in open market transactions at significant discounts to par some
$222 million of its debt obligations.  Moody's considers the event
to be a distressed exchange.  At the same time, the company's
Speculative Grade Liquidity rating was changed to SGL-3,
representing adequate liquidity.  The outlook was revised to
stable from negative.


HELLER EHRMAN: Committee Sues Bank of America for $58 Million
-------------------------------------------------------------
The official committee of unsecured creditors of Heller Ehrman
LLC, the San Francisco-based law firm that once had 730 attorneys,
sued Bank of America NA to recover $58 million paid to the lender
before and after bankruptcy on account of a secured claim that may
turn out to be defective, Bloomberg's Bill Rochelle said.

Bill Rochelle states that when the firm filed under Chapter 11 in
late December, the papers explained how Bank of America, the
secured lender, mistakenly terminated its financing statement in
October 2007, leaving the bank as an unsecured creditor at the
time.  The bank, according to Mr. Rochelle, discovered the mistake
a year later and filed another financing statement less than 90
days before bankruptcy, saying it was a continuation of the
earlier filing and that the termination of the previous financing
statement was a clerical error.

Given authority earlier this month by the bankruptcy court in San
Francisco, the Creditors Committee filed suit last week asking for
a declaration that the refiling was a "preference", which can be
invalidated under bankruptcy law, Bloomberg reported.
Mr. Rochelle relates that once the bank is reduced to the status
of an unsecured creditor, the Committee is asking for the return
of $6.6 million paid to the bank since the Chapter 11 filing and
$51.4 million paid in the 90 days before bankruptcy.

Heller Ehrman said it filed the Chapter 11 petition when it did in
December to preserve the preference claim against Charlotte, North
Carolina-based Bank of America, Bloomberg further reported.
According to Mr. Rochelle, the bank can defend the preference
claim by showing that that the law firm was solvent at the time it
filed the new financing statement. A preference claim can only be
made if the bankrupt company was insolvent when the transaction
took place.  The firm said it resorted to bankruptcy following the
departure of key partners, which caused a violation of the bank
loan agreement and ultimately led the firm to decide to dissolve
in September.

As reported by the TCR on April 21, 2009, Peter J. Benvenutti, a
member of the Company's Dissolution Committee, told the U.S.
Bankruptcy Court for the Northern District of California that the
negotiation between the Debtor and the Creditors Committee
regarding a liquidating plan cannot go forward until the report of
Development Specialists, Inc., is completed.  Mr. Benvenutti says
that it is the Debtor's hope that DSI's report will serve as a
common reference point for negotiation regarding the appropriate
contribution, if any, to be made by the shareholders of the
Debtor's partners to a consensual liquidating plan.  DSI was
employed by the Debtor and the Creditors Committee to perform a
series of investigative tasks, including among other
things the preparation of a written report identifying the
Debtor's point of insolvency.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HELLER EHRMAN: Former Staff Amend $32MM Suit to Include Partners
----------------------------------------------------------------
Bankruptcy Law360 reports that former workers at Heller Ehrman LLP
filed an amended complaint before the U.S. Bankruptcy Court for
the Northern District of California on Friday to include related
professional corporations and shareholder attorneys as defendants.

The report says the former Heller Ehrman staff seeks to recover
$32 million in vacation pay for those who were terminated when the
firm went belly up.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HELLER EHRMAN: Obtains Court Authority to Dispose Client Files
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has entered an order authorizing Heller Ehrman LLP, formerly
Heller Ehrman White & McAuliffe, LLP, to dispose of certain client
files remaining in its possession pursuant to certain file
disposition procedures.

Parties who believe that their files are in the possession of the
Debtor and desire to retrieve those files are requeted to follow
thes file disposition proceeds.

To retrieve a client file, the former client on whose behalf
services were render, a qualified agent of said client, or the
attorney formerly or presently responsible for the file, will
complete and return a File Retrieval Form, according to the
instructions contained therein, which form can be obtained by
contacting the Debtor at:

      Records Request@Hellerman.com or

      Heller Ehrman
      Attn: Records Request
      Tel: +1 (415) 772-6000
      Fax: +1 (415) 772-6268

Forms must be received by the Debtor by July 30, 2009.  If
adequate arrangements are not made for the retrieval of the files
by September 30, 2009, the files may be destroyed without further
notice.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HERITAGE GATEWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Heritage Gateway Center, LP
        2500 York Rd
        Jamison, PA 18929

Bankruptcy Case No.: 09-20595

Chapter 11 Petition Date: April 28, 2009

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

Judge: Gloria M. Burns

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

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

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

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

The petition was signed by Richard R. Carroll, Jr.


HERITAGE-MONTGOMERY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Heritage-Montgomery Center, LP
        2500 York Rd
        Jamison, PA 18929

Bankruptcy Case No.: 09-20593

Chapter 11 Petition Date: April 28, 2009

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

Judge: Gloria M. Burns

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

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

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

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

The petition was signed by Richard R. Carroll, Jr.


HERTZ CORP: Bank Debt Sells at Almost 20% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hertz Corp. is a
borrower traded in the secondary market at 80.80 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 decrease of 1.83 percentage points
from the previous week, the Journal relates.   The loan matures on
December 21, 2012.  The Company pays 150 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ba1
rating and S&P's BB- rating.

                       About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                           *     *     *

As reported by the Troubled Company Reporter on April 2, 2009,
Standard & Poor's Ratings Services lowered its ratings on Hertz
Corp., including lowering the long-term corporate credit rating to
'B' from 'BB-'.  All ratings were removed from CreditWatch, where
they were placed with negative implications on Dec. 22, 2008.  The
outlook is now negative.  S&P also lowered its issue-level rating
on the company's unsecured notes to 'CCC+' from 'B+'.  At the same
time, S&P revised the recovery rating on this debt to '6' from
'5', indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default, based upon S&P's
expectation that the current credit markets will continue to
require higher collateralization for secured vehicle facilities,
leaving less available for the unsecured lenders.  Also, a shift
by Hertz to a higher percentage of risk vehicles in its fleet,
combined with a soft automotive retail market, suggests that
unsecured recoveries would be lower in the event of a payment
default.


HOMEBANC MORTGAGE: Trustee Taps Counsel for Bear Stearns Suit
-------------------------------------------------------------
Bankruptcy Law360 reports George L. Miller, the Chapter 7 trustee
appointed to oversee HomeBanc Mortgage Corp.'s Chapter 7
liquidation, has asked the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Kaufman Coren & Ress PC as
special counsel.

The firm will assist the Chapter 7 Trustee in his litigation
against Bear Stearns Cos. Inc. over securities repurchase
agreements between Bear Stearns and HomeBanc.

Bankruptcy Law360 also reports that Judge Kevin J. Carey has
approved a settlement among HomeBanc, Fifth Third Bank and
JPMorgan Chase Bank NA over the alleged mishandling of certain
construction loans that were slated to be converted into
mortgages.

As reported by the Troubled Company Reporter on February 27, 2009,
the Court granted the Debtors' request to convert their Chapter 11
cases to Chapter 7 liquidation effective February 24, 2009,
despite the objections of Fifth Third Bank that liquidation would
jeopardize collection funds to which the bank says it is entitled.

In their motion, the Debtors told the Court that while their Plan
and Disclosure Statement have been filed, the hearing to approve
the Disclosure Statement has been continued several times to
resolve matters impacting whether the Plan is feasible.
Accordingly, the Debtors have not begun soliciting acceptances of
the Plan.

The Debtors also informed the Court that during the approximately
16 months that they have been in Chapter 11, they have conducted
an orderly liquidation of their assets to maximize the value of
their assets for the benefit of their creditors.  The wind-down
process, they stated, has been successful, and that they have sold
almost all of their assets.

The Debtors said they have also engaged in substantial and lengthy
discussions with their secured lenders and with the Official
Committee of Unsecured Creditors with regard to the viability and
feasibility of the Plan.  However, the Debtors subsequently
reached the conclusion, that, given their current resources, a
feasible, confirmable Chapter 11 Plan does not appear to be
achievable.

The Debtors related that while the Debtors have available cash on
hand to satisfy all administrative claims, and thus do not believe
these cases are administratively insolvent, their ability to pay
priority unsecured claims in full (which would be necessary to
confirm a Chapter 11 Plan), is uncertain, and will likely remain
so for some time.  In particular, the class action suit involving
the Warn Act assets claims in excess of $3 million, which, if
successful would result in substantial additional priority
unsecured claims against the Debtors' estates.

Further, while the Debtors believe that their secured prepetition
lenders have received sufficient value to render their secured
debt satisfied, the secured lenders continue to assert that they
are entitled to a substantial adequate protection claim, which, if
allowed, would result in even less funds being available to
satisfy the claims of priority unsecured creditors.  Despite best
efforts, the parties have been unable to reach a resolution of
such issues.

Because the Debtors will have liquidated or disposed of virtually
all of their non-cash assets, and have no ongoing business
operations, there is no reasonable likelihood of rehabilitation.
Moreover, given the issues, the Debtors are unable to effectuate a
feasible plan of reorganization at the current time and believe
that the interests of their estates would be best served by
converting these cases to Chapter 7 cases.

                       About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del.  Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  As reported in the Troubled Company Reporter, at
July 31, 2008, HomeBanc Mortgage Corporation and subsidiaries had
total assets of $16,850,000, total liabilities of $182,525,000,
minority interest of $64,000, and stockholders deficit of
$165,739,000.


HORNBECK OFFSHORE: Moody's Gives Stable Outlook; Keeps Ba3 Rating
-----------------------------------------------------------------
Moody's changed Hornbeck Offshore Services Inc.'s outlook to
stable from negative and affirmed the Ba3 CFR and the Ba3, LGD 4
(although the point estimate is changing to 66% from 55%) senior
unsecured note ratings.  The stable outlook reflects a reduction
in leverage to levels more consistent with current ratings driven
by increased cash flows as vessels from the new generation fleet
targeting the very active deepwater market complimented by the
company's newbuild program have been successfully placed into
service.  The stable outlook also reflects the anticipated
completion of the bulk of the newbuild program spending during
2009 with capital spending returning to more moderate levels in
2010 along with increased financial flexibility.

The Ba3 CFR reflects HOS's strong market position within its
business lines as it ranks among the top two providers for GOM
deepwater and ultra deepwater OSVs.  Though HOS is relatively
small in terms of total assets compared to its Ba-rated peers and
is geographically concentrated, the quality of the asset base and
its market position are above average for the Ba-rated peer group.
The Ba3 ratings also consider the high quality and versatility of
its fleet particularly as the company completes its newbuild
program, an increasing focus on international expansion and
diversification, and growing military work.  HOS's profitability
and returns rank high among its Ba-rated peer group as the
offshore drilling markets have experienced continued strong demand
even in the current low commodity price environment.  The TTB
segment's contribution to consolidated operating income has
declined to 8% for 2008 as the company focuses more on its OSV
operations, and will likely not be a significant factor in HOS's
overall rating going forward.

HOS has adequate liquidity to meet its cash needs over the next
twelve months.  With approximately $100 million of availability
under its $250 million senior secured borrowing base facility as
of March 31, 2009 and just over $20 million of cash on hand, the
company should have sufficient liquidity as it outspends cash flow
during 2009 to fund the tail end of its newbuild program.  After
the completion of the newbuild program, HOS intends to utilize
free cash flow generated by more moderate capital spending to
reduce revolver debt.  With only a portion of its fleet pledged as
collateral for the borrowing base facility, HOS would have the
option of selling vessels as a source of back-door liquidity.

The lack of notching between HOS's CFR and its senior unsecured
notes, despite the proportionally large senior secured borrowing
base facility reflects the collateral coverage available for
bondholders and the expectation that revolver borrowings will be
repaid over the next several quarters.  The senior secured credit
facility is collateralized by 24 OSVs, 4 ocean going tugs, and 4
tank barges, leaving the rest of the fleet (27 OSVs, 4 MPSVs, 12
tugs, and 17 tank barges) including the higher valued newbuilds,
as well as working capital unencumbered and available to
bondholders.  Moody's estimates the value of the unencumbered
fleet to be well over 2x the face value of all of the unsecured
notes in the company's capital structure.  However, in the event
the credit facility is upsized, or the asset profile changes
materially, Moody's would consider notching the notes below the
CFR.

The last rating action on HOS was on November 14, 2006, at which
time HOS's outlook was changed to negative from stable.

Hornbeck Offshore Services, Inc., a diversified marine service
company headquartered in Covington, Louisiana, is a leading
provider of technologically advanced, new generation OSVs
primarily in the GoM and select international markets, and is a
leading transporter of petroleum products through its fleet of
ocean-going tugs and tank barges primarily in the northeastern
U.S., the GoM and in Puerto Rico.  Hornbeck currently owns a fleet
of over 80 vessels primarily serving the energy industry.


HUNTSMAN CORP: Bank Debt Sells at 25% Discount in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 74.64 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 1.76 percentage points
from the previous week, the Journal relates.   The loan matures on
April 23, 2014.  The Company pays 150 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba1
rating and S&P's B+ rating.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.

As reported by the TCR on March 19, 2009, Standard & Poor's
Ratings Services said it lowered its ratings on Huntsman Corp.,
including its corporate credit rating to 'B' from 'BB-'.  The
ratings remain on CreditWatch with negative implications.  At the
same time, S&P assigned its '5' recovery rating, indicating the
expectation of modest recovery (10%-30%) in the event of a
default, to Huntsman International LLC's existing $300 million
senior unsecured notes. S&P also assigned a '6' recovery rating,
indicating the expectation of negligible recovery (0%-10%) in the
event of a default, to Huntsman International LLC's existing
subordinated notes aggregating $1.285 billion.


IDEARC INC: Bank Debt Sells at 60% Discount in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Idearc is a
borrower traded in the secondary market at 38.57 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 decrease of 1.85 percentage points
from the previous week, the Journal relates.   The loan matures on
November 17, 2014.  The Company pays 200 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P has assigned a default rating in view of
Idearc's bankruptcy filing.

Headquartered in DFW Airport, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- fka Verizon Directories Disposition
Corporation, provides yellow and white page directories and
related advertising products in the United States and the District
of Columbia.  Products include print yellow pages, print white
pages, Superpages.com, Switchboard.com and LocalSearch.com, the
company's online local search resources, and Superpages Mobile,
their information directory for wireless subscribers.

Idearch is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon
brand on their print directories in their incumbent markets, well
as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N. D. Tex. Lead Case No. 09-31828).  Toby
L. Gerber, Esq., at Fulbright & Jaworski, LLP represents the
Debtors in their restructuring efforts.  The Debtors propose
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.


INGLES MARKETS: S&P Changes Outlook to Stable; Puts 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook for
Ingles Markets Inc. to stable from negative.  This action reflects
S&P's expectation that the completion of Ingles Markets' proposed
refinancing plans would resolve near-term liquidity concerns.  At
the same time, Standard & Poor's assigned an issue-level rating of
'BB-' to the company's proposed $500 million senior unsecured note
issuance due 2017.  S&P rated the issue the same as the corporate
credit rating with a recovery rating of '4', indicating
expectations for average (30%-50%) recovery in the event of a
default.  S&P also affirmed the 'BB-' corporate credit rating on
the company.

Ingles Markets' proposed refinancing plans include the issuance of
$500 million of senior unsecured notes due 2017.  Proceeds of the
note issuance will also be used to fund:

  -- A tender offer for its existing roughly $350 million of
     8.875% senior subordinated notes due 2011;

  -- An additional $20 million of cash on its balance sheet;

  -- Repayment of around $72 million of notes payables; and

  -- Fees and other expenses.

In addition, the company's plans include refinancing its bank
facilities to include:

  -- A $125 million senior unsecured revolving credit facility due
     in 2012; and

  -- A total of $15 million in bank facilities with one-year terms
     that the company plans to rollover each year.

"Pro forma for the refinancing transaction, Ingles Markets will
have resolved S&P's near-term maturity concerns," said Standard &
Poor's credit analyst Stella Kapur, "and the company's next debt
maturity will not be until 2012."  Covenants under its new
$155 million revolving credit facility will include a maximum net
debt leverage covenant of 5.0x and a minimum EBITDAR interest
covenant of 1.1x.


INTELSAT JACKSON: Bank Debt Sells at 22% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings Ltd. is a borrower traded in the secondary market at
77.45 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 1.76
percentage points from the previous week, the Journal relates.
The loan matures on February 5, 2014.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and S&P's BB- rating.

Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd.  Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.

                           *     *     *

As reported by the Troubled Company Reporter on February 6, 2009,
Moody's Investors Service assigned a B3 rating to Intelsat Ltd.'s
new $400 million note issue (in the name of Intelsat's indirect,
wholly-owned subsidiary, Intelsat Subsidiary Holding Company,
Ltd.; terms and conditions of the new notes mirror those of an
existing senior unsecured 8.875% note issue that matures
January 15, 2015).  Moody's also adjusted Intelsat's probability
of default rating to Ca from Caa1.


IXI MOBILE: Chief Financial Officer Gil Steps Down
--------------------------------------------------
IXI Mobile, Inc., last week said Motti Gil, its Chief Financial
Officer, notified the Company on April 19 that he would leave his
position at the end of a 60-day notice period.

The Company expects to name a successor for this position prior to
Mr. Gil's departure.

In March 2009, IXI Mobile said Amnon Shachar has resigned as its
President.  Dr. Zion Hadad assumed the role as interim President
until a permanent successor is named.

                        About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                            *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.

The Company has yet to file its quarterly report on Form 10-Q for
the period ended September 30, 2008, and its annual report on Form
10-K for the year ended December 31, 2008.


JAMES FULLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James Fuller
        673 Central Avenue
        Needham, MA 01729

Bankruptcy Case No.: 09-13765

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Debtor's Counsel: George J. Nader, Esq.
                  Riley & Dever, P.C.
                  Lynnfield Woods Office Park
                  210 Broadway, Suite 101
                  Lynnfield, MA 01940-2351
                  Tel: (781) 581-9880
                  Fax : (781) 581-7301
                  Email: nader@rileydever.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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


JEFFERSON COUNTY: Failure to Make Payments Cue Moody's Junk Rating
------------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
rating on Jefferson County's (Alabama) $270 million in outstanding
general obligation debt and to Caa2 from Caa1 the rating on $86.7
million in outstanding lease revenue warrants issued through the
Jefferson County Public Building Authority; both ratings have been
removed from Watchlist and the outlooks have been revised to
negative.  At this time, Moody's has also confirmed the Caa3
rating on the county's approximately $3.2 billion in outstanding
sewer revenue debt, removed the rating from Watchlist and revised
the outlook to negative.  Moody's has also confirmed the B3 rating
on the county's $996.8 million in limited obligation school
warrants secured by sales tax revenues and the B3 rating on $40.86
million in debt issued by the Birmingham-Jefferson Civic Center
Authority secured by special revenues including a beverage tax and
lodging tax; both ratings have been removed from Watchlist and the
outlooks revised to negative.  Please see Moody's report dated
April 27, 2009 regarding the BJCCA's Special Tax Refunding Bonds,
Series 2002.

Moody's downgrade of the general obligation ratings reflects the
county's continued failure to make full principal payments on
general obligation Bank Warrants held by liquidity providers, the
first of which was due on September 15, 2008, constituting an
Event of Default under the Trust Indenture and the Liquidity
Facilities.  Based on the terms of repayment schedule outlined in
the Standby Warrant Purchase Agreement, the second such payment
was due on March 15, 2009, which the county failed to pay in full.
Although the liquidity banks have entered into and extended a
forbearance agreement with the county through June 20, 2009, in
exchange for partial principal payments, Moody's believes that,
given the continued lack of resolution of the county's fiscal
crisis, it is more likely that GO Bank Warrant holders will face
some loss of full repayment than at the time of Moody's last
rating action in September, 2009.  Moody's also believe that there
is still a heightened risk that the county will avail itself of
federal bankruptcy protection. For these reasons, Moody's have
downgraded the general obligation rating to Caa1.  The Caa2 rating
on the lease revenue bonds reflects the nature of the security,
which is subject to annual budget and appropriation of the county
and therefore is weaker than the general obligation rating.  Both
ratings have been removed from Watchlist and assigned negative
outlooks because it is not clear that a solution to the county's
financial crisis, either through successful negotiation with
creditors, bankruptcy or other means, will come within the
Watchlist timeframe.

Moody's has confirmed the Caa3 rating on the sewer revenue debt
and removed it from Watchlist as the county, the liquidity banks,
and bond insurers continue to actively negotiate terms of
repayment of the outstanding sewer debt, of which approximately
$800 million are in the form of variable rate demand obligations
held by liquidity banks as Bank Warrants; the remainder of the
sewer debt is in auction rate mode held by bondholders.  The
county has failed to make scheduled principal payments on the Bank
Warrants required every three months since April of 2008,
constituting an Event of Default under the Trust Indenture and the
Liquidity Facilities, although interest payments continue to be
made on all sewer debt.  The county and liquidity banks have
continued to extend forbearance agreements on the Bank Warrant
principal payments; the latest agreement extends the forbearance
through May 29, 2009.  In addition, counterparties have terminated
interest rate swaps associated with the county's sewer debt, for a
total notional amount of $5.2 billion, requiring termination
payments estimated of approximately $750 million.  Moody's has
removed the rating from Watchlist and assigned the negative
outlook because it is not clear that a solution to the county's
financial crisis, either through successful negotiation with
creditors, bankruptcy or other means, will come within the
Watchlist timeframe.

Moody's has confirmed the B3 ratings on the sales tax-secured
limited obligation school warrants and BJCCA debt secured by a
beverage tax and lodging tax and removed both ratings from
Watchlist, also reflecting the heightened risk that the county may
file for bankruptcy.  Given the lack of history of municipal
bankruptcy, it is unclear which county revenues, assets and debt
obligations could be affected by bankruptcy proceedings and that a
bankruptcy filing could weaken the county's ability to meet these
other debt obligations.  Moody's has not downgraded these ratings,
as it has with the general obligation ratings, because Moody's
believe there is a lower risk, in the case of a disruption of
payments to warrant holders due to a bankruptcy filing, that those
warrant holders will face the loss of full repayment.  While a
portion of the sales tax-secured debt is currently held by a
liquidity provider in the form of Bank Warrants, repayment of the
warrants under the standby bond purchase agreement is not
accelerated, reducing the risk of loss to warrant holders in the
event of default.  Given that the BJCCA debt is fixed rate,
Moody's believe that the risk of loss under a bankruptcy scenario
is also lower than the general obligation debt.


KARAWIA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Karawia Industries, Inc.
        3771 W. 242nd Street
        Torrance, CA 90505

Bankruptcy Case No.: 09-19846

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd. Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: rb@lnbrb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Strategic Outsourcing Inc.            -              $263,737
5260 Parkway Plaza Blvd.
#140 Charlotte, NC 28224

Prindle, Decker, Amaro                -               250,000

Cognisa Security                      -               160,000

ABM Security Services                 -               104,809

The Resource Collections Inc.         -                50,000

First Insurance Funding               -                27,331

CEBAsm fbo ISI                        -                26,071

Kaiser Foundation Health              -                24,936

Wright Express FLT Fuelin             -                24,390

Orange County Valet                   -                21,576

Dell Business Credit                  -                20,979

Star Protection Agency, LLC           -                17,086

Executive Car Leasing                 -                15,775

VP Security Services Inc.             -                12,564

U.S. Healthworks Medical Group, PC    -                11,778

Espy Security Patrol Inc.             -                11,339

Valiant Communications                -                 8,995

Royal Security Services, Inc.         -                 7,393


KENNETH W. FURRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Kenneth W. Furry
                 fdba Furry Enterprises, Inc.
                 dba Furry Enterprises (sole proprietorship)
               Lee E. Furry
               8610 Antique Road
               Du Quoin, IL 62832

Bankruptcy Case No.: 09-40715

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtors' Counsel: Jay B. Howd, Esq.
                  Bankruptcy Clinic
                  811 W Main St
                  Carbondale, IL 62901
                  Tel: (618) 549-0567
                  Email: notice@bankruptcy-clinic.com

Total Assets: $1,410,879

Total Debts: $1,348,069

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

            http://bankrupt.com/misc/ilsb09-40715.pdf

The petition was signed by the Joint Debtors.


KIRK ARGIRO: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kirk Argiro
        11617 Norbeck Farm Drive
        Olney, MD 20832

Bankruptcy Case No.: 09-17485

Chapter 11 Petition Date: April 28, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rrosenblatt@rosenblattlaw.com

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

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

A full-text copy of Mr. Argiro's petition, including his list of
12 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mdb09-17485.pdf

The petition was signed by Mr. Argiro.


LAS VEGAS SANDS: Bank Debt Sells at Almost 50% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 56.73 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 1.80 percentage points
from the previous week, the Journal relates.   The loan matures on
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

On the other hand, participations in a syndicated loan under which
Venetian Macau US Finance Co. LLC is a borrower traded in the
secondary market at 68.64 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 1.69 percentage points from the previous week, the
Journal relates.   The loan matures May 25, 2013.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and S&P's B- rating.

On April 15, 2009, Las Vegas Sands Corp., Las Vegas Sands, LLC, a
wholly-owned subsidiary of the Company, The Bank of Nova Scotia,
as administrative agent and Goldman Sachs Lending Partners LLC, as
auction manager, entered into a First Amendment to Credit and
Guaranty Agreement to amend its $5.0 billion senior secured credit
facility under the Company's Credit and Guaranty Agreement, dated
as of May 23, 2007, with Bank of Nova Scotia as administrative
agent, Goldman Sachs Credit Partners L.P., Lehman Brothers Inc.,
and Citigroup Global Markets, Inc., as joint lead arrangers, joint
bookrunners and syndication agents, and JPMorgan Chase Bank, N.A.,
as documentation agent.

The Amendment permits the Company from time to time to purchase
term loans of the Borrower outstanding under the Credit Agreement
pursuant to modified Dutch auctions conducted on the Company's
behalf by the Auction Manager.  The Amendment provides that any
term loans of the Borrower so purchased by the Company shall be
immediately forgiven and cancelled.  The Amendment further
provides that the aggregate stated principal amount of term loans
that can be repurchased shall not be more than $800.0 million and
all such repurchases shall close on or prior to September 30,
2010.  The Amendment also sets forth the terms and mechanics to be
utilized while conducting the modified Dutch auctions, including
providing for a minimum tender amount of $25.0 million in
aggregate stated principal amount per each modified Dutch auction.

As a result of the Amendment, the Company has the option to
repurchase outstanding term loans of the Borrower under the Credit
Agreement via one or more modified Dutch auctions.  There can be
no assurances that the Company will conduct any auctions or that,
if the Company does conduct one, the Company will be able to
successfully purchase outstanding term loans at a price less than
their aggregate stated principal amount.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LAS VEGAS SANDS: Venetian Macau Bank Debt Sells at 31% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
68.64 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 1.69
percentage points from the previous week, the Journal relates.
The loan matures May 25, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B- rating.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands is a borrower traded in the secondary market at 56.73
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 1.80
percentage points from the previous week, the Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and S&P's B- rating.

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEHMAN BROTHERS BANKHAUS: Voluntary Chapter 15 Case Summary
-----------------------------------------------------------
Chapter 15 Petitioner: Dr. Michael C. Frege
                       as insolvency administrator and
                       putative foreign representative

Chapter 15 Debtor: Lehman Brothers Bankhaus AG
                   Barckhausstr. 12-16
                   D-60325 Frankfurt
                   Germany

Chapter 15 Case No.: 09-12704

Type of Business: The Debtor offers financial services excluding
                  (i) mortgage backed lending, (ii) the business
                  of building societies, and (iii) the mutual
                  investment fund business.

Chapter 15 Petition Date: April 29, 2009

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Chapter 15 Petitioner's Counsel: David Farrington Yates, Esq.
                                 fyates@sonnenschein.com
                                 Sonnenschein, Nath & Rosenthal
                                 LLP
                                 1221 Avenue of the Americas
                                 24th Floor
                                 New York, NY 10020
                                 Tel: (212) 768-6700
                                 Fax: (212) 768-6800

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


LEHMAN BROTHERS: LBSF Unit Sues Metropolitan West to Recover $46MM
------------------------------------------------------------------
American Bankruptcy Institute reports that Lehman Brothers Special
Financing Inc. has filed a lawsuit against its credit default swap
partner, Metropolitan West Asset Management LLC.  LBSF accused
Metropolitan West Asset Management of illegally withholding $46
million from the specialty unit to offset an unrelated claim
against Lehman's bankrupt parent company, the report says.

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


MAGNA ENTERTAINMENT: Won't File Reports with SEC While in Ch. 11
----------------------------------------------------------------
Magna Entertainment Corp. filed its second bi-weekly default
status report under National Policy 12-203 of the Canadian
Securities Administrators, pursuant to which the Company announced
that it would not be filing its Annual Report on Form 10-K for the
fiscal year ended December 31, 2008, nor would it file quarterly
reports on Form 10-Q, with the U.S. Securities and Exchange
Commission or the Canadian securities regulators during the period
it continues to operate its business as a debtor-in-possession
under the United States Bankruptcy Code.

The filing of the status report occurred after the two-week period
following Magna Entertainment's previous status report pending its
agreement to terminate MI Development Inc.'s stalking horse bid to
acquire certain assets of the Company, and the final order of the
U.S. Bankruptcy Court approving the Company's debtor-in-possession
financing, all of which was announced by the Company on April 22,
2009.  Otherwise, Magna Entertainment reports that since
disclosing the original notice of default on March 26, 2009, and
filing its first default status report on April 7, 2009, there
have not been any material changes to the information contained
therein, nor any failure by the Company to fulfill its intentions
stated therein, and there are no additional defaults or
anticipated defaults subsequent to such announcement.  The Company
intends to file its next default status report on May 11, 2009.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MANITOWOC CO: Bank Debt Sells at 22% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 77.67 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 decrease 1.93 percentage points from
the previous week, the Journal relates.   The loan matures on
April 14, 2014.  The Company pays 350 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and S&P's BB+ rating.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a provider
of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.  The company has regional offices in Mexico and
Brazil.

In March 2009, Moody's Investors Service lowered the ratings of
Manitowoc Company's Corporate Family and Probability of Default
Ratings to Ba3 from Ba2.  The outlook is negative.


MEHDI RAVAN: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mehdi Ravan
        P.O. Box 6565
        Albany, CA 94706

Bankruptcy Case No.: 09-43424

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Duane L. Tucker, Esq.
                  Law Offices of Duane L. Tucker
                  27793 Tampa Ave.
                  Hayward, CA 94544
                  Tel: (510) 670-0668
                  Email: tucker@pacbell.net

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/canb09-43424.pdf

The petition was signed by Mr. Ravan.


METALDYNE CORP: Bank Debt Sells at Almost 90% Discount
------------------------------------------------------
Participations in a syndicated loan under which Metaldyne is a
borrower traded in the secondary market at 12.20 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 1.95 percentage points
from the previous week, the Journal relates.   The loan matures on
January 1, 2014.  The Company pays 500 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's CCC- rating.

Metaldyne Corporation is a wholly-owned subsidiary of Metaldyne
Holdings LLC, a Delaware limited liability company whose sole
member is Asahi Tec Corporation, a Japanese corporation.  The
Company is a leading global manufacturer of highly engineered
metal components for the global light vehicle market.  The
Company's products include metal-formed and precision-engineered
components and modular systems used in vehicle engine,
transmission, and chassis applications.


MGM MIRAGE: Lenders Extend Waiver Period Through June 30
--------------------------------------------------------
MGM MIRAGE has entered into an amendment to its senior credit
facility, including a waiver through June 30, 2009, of the
requirement that the Company comply with the senior credit
facility's financial covenants.

Under the terms of the amendment and waiver, the Company will be
able to fulfill its remaining equity contributions to CityCenter
through the issuance of an irrevocable letter of credit in the
amount of $224 million.  The Company is also permitted to enter
into revised completion guarantees related to CityCenter.

"Our company's ability to obtain this amendment and waiver
demonstrates the strong support of our lenders, and their belief
in the importance of completing CityCenter," said Jim Murren,
Chairman and Chief Executive Officer of MGM MIRAGE.  "We continue
to work with our advisors and lenders to reach a long-term
restructuring of MGM MIRAGE's indebtedness and those discussions
remain positive and constructive. Our next step will be to
finalize our restructuring plans and position MGM MIRAGE for
future growth and success."

Under the terms of the amendment, the Company repaid $100 million
under the senior revolving credit facility, which amount is not
available for re-borrowing without the consent of the requisite
lenders.  In addition, the Company has agreed to grant the lenders
security interests in the assets of Gold Strike Tunica and certain
undeveloped land on the Las Vegas Strip, subject to requisite
gaming and other approvals, to secure debt under the facility in
an amount up to $300 million.  MGM Grand Detroit, which is a co-
borrower under the senior credit facility, has agreed to grant the
lenders a security interest in its assets to secure its borrowings
under the facility, subject to gaming and other approvals.

The Company intends to work with its lenders to obtain additional
waivers or amendments prior to June 30, 2009, to address future
noncompliance with the senior credit facility; however, the
Company can provide no assurance that it will be able to secure
such waivers or amendments. If additional waivers or amendments
are not obtained, following expiration of the waiver on June 30,
2009, the Company will be subject to an event of default related
to any noncompliance with financial covenants under the senior
credit facility. Under the terms of the senior credit facility,
noncompliance with financial covenants is an event of default,
allowing the lenders (with a vote of lenders holding more than 50%
of the borrowings outstanding under the senior credit facility) to
exercise any or all of their remedies, including demanding
immediate repayment of all outstanding borrowings under the senior
credit facility.

In addition, MGM MIRAGE says there are provisions in the
indentures governing the Company's senior and senior subordinated
notes under which (a) the event of default under the senior credit
facility, or (b) the exercise of remedies under an event of
default under the senior credit facility, would cause an event of
default under the relevant senior and senior subordinated notes,
which would also allow holders of the senior and senior
subordinated notes to demand immediate repayment and decline to
release subsidiary guarantees.  If the lenders exercise any or all
such rights, the Company may determine to seek relief through a
filing under the U.S. Bankruptcy Code.

                        About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois. MGM MIRAGE reported a net loss of $1.14
billion on revenues of $1.62 billion for the three months ended
December 31, 2008.  MGM MIRAGE reported a net loss of $855.2
million on revenues of $7.20 billion for year 2008.  MGM MIRAGE
had $23.2 billion in total assets, including $1.53 billion in
total current assets; $3.0 billion in total current liabilities;
and $12.4 billion in long-term debt.  A full-text copy of the
Annual Report on Form 10-K is available at no charge at:

             http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MICHAEL BRET HOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Michael Bret House
               Kathryn Aline House
               7670 Jacaranda Bay St.
               Las Vegas, NV 89139

Bankruptcy Case No.: 09-16476

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Ambrish S. Sidhu, Esq.
                  Sidhu Law Firm
                  810 S. Casino Center Blvd.
                  Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 384-4436
                  Fax: (702) 384-4437
                  Email: asidhu@sidhulawfirm.com

Total Assets: $3,691,486

Total Debts: $7,296,404

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

            http://bankrupt.com/misc/nvb09-16476.pdf

The petition was signed by the Joint Debtors.


MICHAELS STORES: Bank Debt Sells at 34% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 65.93 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 3.87 percentage
points from the previous week, the Journal relates.   The loan
matures on October 31, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B rating.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MINDEN GATEWAY: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Minden Gateway Center, LLC
        1880 Meadowview Lane
        Reno, NV 89509-5217

Bankruptcy Case No.: 09-51269

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Series AGI Minden of             Proissory Note      $3,550,000
   Appian Grp
220 Montgomery St., Ste. 2100
San Francisco, CA 94104

Keith, Diane                          Loan              307,910
2857 Paradise Road
P.H. 2404
Las Vegas, NV 89109

Skywest Investments               Developer Fees        182,000
1880 Meadowview Lane                  Loan               15,000
Reno, NV 89509

Emerald Assets, LP                    Loan              135,000

Douglas County Treasurer              Tax                10,680

Douglas County Treasurer              Tax                 8,520

Lewis & Roca                        Legal Fees            7,950

Douglas County Treasurer               Tax                7,365

Douglas County Treasurer               Tax                6,245

Douglas County Treasurer               Tax                5,450

Douglas County Treasurer               Tax                3,855

Construction Design Services        Trade Debt            2,280

No. Nevada Fence Road               Trade Debt            1,631

Aspen Engineering                   Trade Debt              650

Black Eagle                         Trade Debt              544

MacWest Marketing                   Trade Debt              531

Town of Minden                      Trade Debt              240

Ferguson Enterprises, Inc.              -                Unknown


MORTON INDUSTRIAL: Section 341(a) Meeting Set for May 5
-------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
convene a meeting of creditors of Morton Industrial Inc. and its
debtor-affiliates on May 5, 2009, at 1:30 p.m., at J. Caleb Boggs
Federal Building, 5th Floor, Room 5209, in Wilmington, Delaware.

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

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

                      About Morton Industrial

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

MMC Precision, and Morton Industrial Inc. and other affiliates
filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Del.
Lead Case No. 09-10998).  Paul, Hastings, Janofsky & Walker LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to hire Paul N. Heath, Esq., at Richards, Layton &
Finger PA as co-counsel, AlixPartners, LLP as restructuring
advisors, Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent.  The Debtors listed assets of $50 million to
$100 million and estimated debts of $100 million to $500 million.


MORTON INDUSTRIAL: U.S. Trustee Forms Three-Member Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
members to serve on the Official Committee of Unsecured Creditors
of Morton Industrial Group Inc. and its debtor-affiliates.

The members of the Committee are:

   1) Deere & Company
      Attn: James J. Vandecasteele
      One John Deere Place
      Moline, IL 61265
      Tel: (309) 765-5855
      Fax: (309) 765-5676

   2) Ryerson & Son
      Attn: James A. Doseck
      4400 Peachtree Industrial Blvd.
      Norcross, GA 30071
      Tel: (678) 291-4162
      Fax: (678) 291-4163

   3) Feralloy Corporation
      Attn: Michael Borzych
      8755 West Higgins Rd., Suite 970
      Chicago, IL 60631
      Tel: (773) 380-1500
      Fax: (773) 380-1535

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Morton Industrial

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

MMC Precision, and Morton Industrial Inc. and other affiliates
filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Del.
Lead Case No. 09-10998).  Paul, Hastings, Janofsky & Walker LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose to hire Paul N. Heath, Esq., at Richards, Layton &
Finger PA as co-counsel, AlixPartners, LLP as restructuring
advisors, Kurtzman Carson Consultants LLC as claims, noticing and
balloting agent.  The Debtors listed assets of $50 million to
$100 million and estimated debts of $100 million to $500 million.


MOTOR COACH: Secures $75MM in Senior Credit From GE Capital
-----------------------------------------------------------
Motor Coach Industries, which emerged from its Chapter 11
reorganization, obtained a $200 million equity investment by
Franklin Mutual Advisors, LLC, as well as $75 million in senior
credit from GE Capital, and an additional $155 million second lien
loan from existing debtholders.

Motor Coach completed a financial restructuring and has emerged
from bankruptcy in only seven months following its Chapter 11
filing in September 2008.  The centerpiece of the Plan of
Reorganization was a $200 million investment by funds managed by
Franklin Mutual Advisers, which also converted their existing
third lien secured debt into common stock and are now the
Company's majority shareholders.

Motor Coach's Plan of Reorganization was approved earlier this
year by Judge Brendan Shannon of the U.S. Bankruptcy Court for the
District of Delaware, following months of litigation challenging
the pre-negotiated plan by the company's unsecured creditors.

"We are extremely pleased to have helped Motor Coach work through
difficult plan confirmation litigation and a complex financing in
a challenging environment in order to exit Chapter 11 with fresh
equity and stable balance sheet in so short a time," said Ken
Ziman, the Simpson Thacher bankruptcy partner who led the firm's
engagement.


NEWPAGE CORPORATION: Moody's Cuts Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of NewPage Corporation to B2 from B1.  At the same time, Moody's
downgraded the company's other debt ratings as listed below.
NewPage's speculative grade liquidity rating was downgraded to
SGL-4 from SGL-2.  The ratings outlook is negative.

The downgrade of NewPage's ratings reflects the company's weak
operating performance as challenging industry conditions have made
it difficult for the company to achieve the debt protection
metrics anticipated when the Stora Enso North America acquisition
was consummated just over a year ago.  The downgrade of the
company's speculative grade liquidity rating reflects Moody's
expectation that maintaining an adequate liquidity position will
become more challenging for NewPage as it faces a continued drop
in demand and pricing for coated paper.  Although the company
remains in compliance with its financial covenants, covenant
headroom is limited and is anticipated to decrease as several of
the company's financial covenants tighten later in the year.  The
lack of covenant headroom also limits the amount the company can
draw on its credit facility.

The B2 corporate family rating of NewPage reflects the weakening
financial flexibility given the company's large debt load and
limited product and geographic diversification amid highly
challenging industry conditions.  Over the near term, Moody's
anticipates that NewPage's operating cash flow will be challenged
as coated paper prices and volumes will continue to be weak due to
the lack of demand.  Despite production discipline by NewPage and
other key industry player's to match production levels with
demand, coated paper prices have dropped by almost 10% over the
past year.  NewPage's rating is supported by its large scale and
leading market position in coated papers, its low cost vertically
integrated asset base, the company's stable operating margins and
management's focus on ongoing productivity improvements and cost
reduction.  The company's low cost mill system in combination with
moderating input costs and realization of synergy benefits from
the SENA acquisition are expected to provide some partial offset
to the challenging industry conditions.

The SGL-4 liquidity rating indicates that NewPage has weak
liquidity.  The SGL rating incorporates near-term covenant
compliance challenges given a modest cushion and expectations that
financial covenants may have to be amended to maintain orderly
access to the funding lines if operating margins worsen in the
next few quarters or if debt reduction does not occur.  The
liquidity rating is supported by expectations of modest free cash
flow generation over the next four quarters, the company's
seasonal reliance on its operating facilities and no significant
debt maturities until 2012.

The negative rating outlook reflects the risk of continued
deterioration in the company's operating performance and credit
metrics as well as the potential for constrained liquidity due to
covenant violations.

Downgrades:

Issuer: NewPage Corporation

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-2

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1, LGD6, 90% from B3, LGD6, 91%

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD2,
     25% from Ba2, LGD2, 27%

  -- Senior Secured Regular Bond/Debenture, Downgraded to B3,
     LGD5, 72% from B2, LGD5, 75%

Moody's last rating action was on December 7, 2007 when Moody's
assigned a Ba2 rating to NewPage's new $1.6 billion senior secured
term loan and a B2 rating to the company's new $456 million second
lien notes, and confirmed the B2 rating on the company's existing
second lien notes and the B3 rating on the company's existing
senior subordinated notes.

NewPage, headquartered in Miamisburg, Ohio, is the largest coated
paper producer based on production capacity in North America with
20 paper machines at 10 paper manufacturing mills and annual
capacity of approximately 4.4 million tons.


NOBLE INTERNATIONAL: Section 341(a) Meeting Set for May 19
----------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9, will
convene a meeting of creditors of Noble International Ltd. and its
debtor-affiliates on May 19, 2009, 2:00 p.m., Prevailing Eastern
Time, at 211 West Fort Street Building, Room 315-D in Detroit,
Michigan.

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

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

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).  The Debtors
proposed Foley & Lardner LLP as their general bankruptcy counsel.
Daniel M. McDermott, the United States Trustee for Region 9,
appointed three creditors to serve on an official committee of
unsecured creditors.  The Debtors disclosed total assets of
$190,763,000 and total debts of $38,691,000, as of January 10,
2009.


NORTHERN TRUST: Fitch Removes Issuer Rating from Negative Watch
---------------------------------------------------------------
Northern Trust Corporation, has raised sufficient sources of cash
at the parent to provide a high level of financial flexibility to
meet expected needs and allow for unexpected events.  As a result
Fitch Ratings has removed NTRS's Issuer Default Rating from Rating
Watch Negative.

The parent's long-term IDR is affirmed at `AA-', and an `AA-'
long-term rating is assigned to the pending issuance of parent
senior debt.  The Rating Outlook is Negative.  Fitch has also
affirmed the ratings of lead bank The Northern Trust Company at
`AA-.'  The Rating Outlook remains Negative.

NTRS has announced issuance of $750 million of equity and $500
million of senior debt.  It has applied to regulators to be
allowed to repay $1.5 billion in preferred stock issued to the
U.S. Treasury in late 2008 as part of the U.S. government's
Capital Purchase Program. If regulators approve, the proceeds will
be used to repay the preferred stock.  In the event regulators do
not approve repayment, Fitch expects the proceeds will be used for
general corporate purposes.  Fitch does not expect the proceeds to
be used for a major acquisition, due to the current uncertain
market environment as well as the fact that management has
traditionally preferred to pursue organic growth strategies.

NTRS's parent-level long-term and short-term IDRs were originally
placed on Rating Watch on Sept. 30, 2008 after the company
disclosed significant charges to support clients who had invested
in money market funds, securities lending collateral pools or
auction-rate securities.  Fitch's concern was that client support
might deplete parent cash and overall flexibility to a level
unsuitable for a company rated 'F1+', in an environment where
credit markets were not easily accessible.  Since that time, the
issuance of the CPP preferred stock restored parent cash to levels
that provide sufficient ability to meet likely needs for cash as
well as a cushion for unexpected events.  NTRS has indicated its
desire to repay the CPP preferred, and pending issuance allows it
to do so without reducing parent flexibility.  Fitch's ratings
will not be affected by any regulatory decision to allow or deny
repayment of the CPP preferred.

A Negative Rating Outlook has been assigned to NTRS and the Rating
Outlook remains Negative for NTC.  In Fitch's view, NTRS and its
lead bank face a number of earnings headwinds over the next one to
two years.  These headwinds include reduced trust, investment and
servicing fees due to equity market declines, the potential for
net interest margin compression if short-term rates remain low for
a prolonged period, volatile earnings related to securities
lending and foreign exchange, and the possible choice to provide
further client support.  While Fitch expects NTRS's credit quality
to remain much better than that of most commercial banks, loss
provisions may well rise in the current distressed credit
environment.  Fitch also notes that NTRS has considerable
counterparty exposure with large global banks.  While these
institutions remain highly rated, the concentration to an industry
under stress creates another potential area of vulnerability in an
uncertain market.

Fitch has affirmed these ratings, removed them from Rating Watch
Negative, and assigned a Negative Rating Outlook:

Northern Trust Corporation

  -- Long-term IDR at 'AA-';
  -- Long-term senior unsecured at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Short-term at 'F1+';
  -- Preferred stock at 'A+';

NTC Capital I
NTC Capital II

  -- Trust Preferred Securities at `A+'.

Fitch has affirmed these ratings, with a Negative Outlook:

Northern Trust Corporation

  -- Individual at `B';
  -- Support at '5';
  -- Support Floor at `NF'.

The Northern Trust Company

  -- Long-term deposits at 'AA';
  -- Long-term IDR at 'AA-';
  -- Individual at `B';
  -- Long-term senior at 'AA-';
  -- Long-term subordinated at 'A+';
  -- Short-term deposits at 'F1+';
  -- Short-term IDR at 'F1+';
  -- Support at '3'
  -- Support Floor at `BB+'.


OILEXCO INC: U.K. Subsidiary Files Chapter 15 in New York
---------------------------------------------------------
Oilexco North Sea Ltd., the U.K. unit of a Canadian oil and gas
exploration and production company, filed a Chapter 15 petition
yesterday in New York seeking recognition of insolvency
proceedings in the U.K. as the "foreign main proceeding,"
Bloomberg's Bill Rochelle said.

Chapter 15 allows a company to seek protection from creditors in
the United States while its primary bankruptcy case is pending in
another country.  If the U.S. court grants the Chapter 15
petition, the assets in the U.S. can be liquidated or reorganized
through the foreign proceeding.

To qualify for Chapter 15, the Oilexco unit must show that the
U.K. is the company's nerve center, Bloomberg said.

On January 7, 2009, Oilexco North Sea entered Administration and R
Bailey, A Bloom, T Burton, and C Dempster were appointed Joint
Administrators.  The appointment was made by the directors under
the provisions of paragraph 22 of Schedule B1 to the Insolvency
Act of 1986.  Oilexco North Sea Ltd continues to trade under the
supervision of the Joint Administrators "whilt they endeavour to
realise a sale of Oilexco North Sea Ltd or its business and
assets."

The Company has an offer to sell the assets for $505 million to
Premier Oil Plc, Mr. Rochelle said.

On April 28, Oilexco Inc. provided its second bi-weekly Default
Status Report as per National Policy 12-203 - Cease Trade Orders
For Continuous Disclosure Defaults.  On March 30, 2009, the
Company announced that the filing of its audited financial
statements, management discussion and analysis, annual information
form, and related CEO and CFO certifications for the year ending
December 31, 2008, will be delayed beyond the statutory deadline
of March 31, 2009.  Since the previous announcement issued April
13th, the Company reports that no material changes have occurred.
The Company continues to develop a re-organization plan.
The existing court order that protects the Company under the
Companies' Creditors Arrangement Act (Canada) is set to expire
April 30, 2009.  The Company intends to petition the court for an
extension of this order.

Oilexco Inc. intends to issue the next default status report on
May 11, 2009 if the year end regulatory documents are not filed
before this date.

                         About Oilexco Inc.

Oilexco Incorporated is an oil and gas exploration and production
company headquartered in Calgary, Canada.  Oilexco was founded in
1994, and trades on the TSX Venture Exchange and the London Stock
Exchange. The Company's trading symbol for both exchanges is
"OIL".

Oilexco North Sea Limited filed for Chapter 15 on April 28, 2009
(Bankr. S.D. N.Y. Case No. 09-12641).  Roy Bailey, Alan Robert
Bloom, Colin Peter Dempster and Thomas Merchant, as joint
administrators, filed the Chapter 15 petition.  The petitioners
are represented by Howard Seife, Esq., at Chadbourne & Parke LLP.


OM FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on OM Financial Life Insurance Co. to 'BB+' from 'BBB-'.

Standard & Poor's also said that the outlook on OMFL is negative.

"The downgrade reflects a weakening in OMFL's capital position
because of increased credit losses, weak risk management, and
strained financial flexibility," explained Standard & Poor's
credit analyst Jeremy Rosenbaum.  In addition, three factors are
narrowing the competitive position in OMFL's targeted niche
market: the company's exit of certain products and product lines,
the concerted effort to slow sales growth in 2009, and a
regulatory proposal that, if adopted, could significantly hurt
sales of its core product.

The current rating reflects OMFL's good competitive position and
liquidity as well as its capital, which S&P expects the maintain
at a level that supports the rating.

In 2008, OMFL had a statutory operating profit before realized
capital losses of $67 million.  However, after more than
$350 million dollars of realized capital losses, the company
needed three capital injections totaling $355 million from its
parent company to achieve its target risk-based capital ratio of
300%.  S&P's expectation is for the credit markets to erode
further in 2009, creating the potential for additional losses in
the company's investment portfolio.

The negative outlook reflects S&P's concern that OMFL's
capitalization will drop on a quarterly basis below the targeted
level of a 300% risk-based capital ratio, which S&P expects to
maintain the current ratings.  As such, if management indicates
that the target level of capitalization will deviate from this
level going forward, S&P would likely downgrade OMFL.  The number
of notches S&P would lower the rating would depend on the size of
the deficiency relative to the previous target.  Alternately, S&P
could revise the outlook to stable if OMFL were to demonstrate the
ability to fund itself from positive statutory earnings.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


PHILADELPHIA NEWSPAPERS: Files Schedules of Assets and Debts
------------------------------------------------------------
Philadelphia Newspapers LLC and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
their schedules of assets and liabilities, and statements of
financial affairs:

  Company Name                        Assets     Liabilities
  ------------                  ------------    ------------
  Philadelphia Newspapers LLC   $333,691,775    $432,482,027
  PMH Aquisition, LLC           $148,793,650    $421,525,545
  Philly Online, LLC             $13,460,814    $463,749,236
  Broad Street Publishing, LLC    $4,609,437    $424,207,251
  Broad Street Video, LLC           $144,507    $421,603,295
  Philadelphia Direct, LLC          $118,157    $421,537,913
  Philadelphia Media, LLC                 $0    $421,588,827
  PMH Holdings, LLC                       $0    $421,525,545

A full-text copy of Philadelphia Newspapers' schedules of assets
and liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c24

A full-text copy of Philadelphia Newspapers' statement of
financial affairs is available for free at:

               http://ResearchArchives.com/t/s?3c25

A full-text copy of PMH Aquisition's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c28

A full-text copy of PMH Aquisition's statement of financial
affairs is available for free at:

               http://ResearchArchives.com/t/s?3c29

A full-text copy of Philly Online's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c26

A full-text copy of Philly Online's statement of financial affairs
is available for free at:

               http://ResearchArchives.com/t/s?3c27

A full-text copy of Broad Street Publishing's schedules of assets
and liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c1e

A full-text copy of Broad Street Publishing's statement of
financial affairs is available for free at:

               http://ResearchArchives.com/t/s?3c1f

A full-text copy of Broad Street Video's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c1c

A full-text copy of Broad Street Video's statement of financial
affairs is available for free at:

               http://ResearchArchives.com/t/s?3c1d

A full-text copy of Philadelphia Direct's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c20

A full-text copy of Philadelphia Direct's statement of financial
affairs is available for free at:

               http://ResearchArchives.com/t/s?3c21

A full-text copy of Philadelphia Media's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c22

A full-text copy of Philadelphia Media's statement of financial
affairs is available for free at:

               http://ResearchArchives.com/t/s?3c23

A full-text copy of PMH Holdings's schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3c2a

A full-text copy of PMH Holdings's statement of financial affairs
is available for free at:

               http://ResearchArchives.com/t/s?3c2b

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns
and operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site -- http://philly.com/-- and a
number of related online products.  The Company's flagship
publications are the Inquirer, the third oldest newspaper in the
country and the winner of numerous Pulitzer Prizes and other
journalistic recognitions, and the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


PREVENTION LABORATORIES: Wants Access to Nicolasi Cash Collateral
-----------------------------------------------------------------
Prevention Laboratories, L.L.C., asks the U.S. Bankruptcy Court
for the Southern District of Illinois to:

   a) authorize the use of cash securing repayment for the Daniel
      Nicolosi loan; and

   b) grant Daniel Nicolosi postpetition liens on its inventory
      and accounts receivable to the extent that the Debtor uses
      the cash collateral; and

Pre-bankruptcy, the Debtor granted to People's National Bank a
mortgage on its property at 5110 Hwy 34 North, Raleigh, Illinois
and a security interest in these assets -- all inventory,
equipment, accounts, chattel paper, instruments, letter-of-credit
rights, letters of credit, documents, deposit accounts, investment
property, money, other rights to payment and performance, and
general intangibles.

On December 26, 2006, People's National Bank assigned its mortgage
and security interest to Daniel Nicolosi.  The prepetition
indebtedness due to Mr. Nicolosi, as of April 20, 2009, is
$756,244.

The Nicolosi security interest was properly perfected by People's
National Bank by filing a UCC financing statement on April 17,
2006, and is a first lien on the Debtor's personal property.

The Internal Revenue Service has liens on Debtor's personal
property.  It has three unreleased tax liens filed with the
Illinois Secretary of State's office.

Additionally, the IRS has served non-wage garnishments on Debtor's
bank accounts at Old National Bank on April 3, 2009.  3 accounts
were garnished for a total amount of $740.

As of Prevention Laboratories' petition date, the value of these
collateral of Mr. Nicolosi loan and the IRS liens were:

   A. 5110 Hwy 34 North -- $756,000
   B. Accounts Receivable -- $174,733
   C. Existing Patents and Trademarks -- $6,550,000
   D. Pending Patents -- $15,000,000
   E. Inventory -- $930,829
   F. Manufacturing Equipment -- $207,477

On November 26, 2008, Ricky Dean Thompson and Tammy Jean Thompson
were granted judgment against Debtor in the Circuit Court of the
First Judicial Circuit, Saline County, Illinois.  The judgment
against Debtor amounts to $165,000.  The Thompsons have
subsequently garnished Debtor's accounts receivable by serving
non-wage garnishments on Debtor's customers.  The Debtor relates
the Thompson wage garnishments are inferior to the liens of
Nicolosi and the IRS.

The Debtor relates that the IRS and the Thompsons are adequately
protected by the large equity cushion and the replacement lien
being granted to Mr. Nicolosi.

                   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.


PTS CARDINAL: Bank Debt Sells at 33% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at
66.40 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 1.90
percentage points from the previous week, the Journal relates.
The loan matures April 10, 2014.  The Company pays 225 basis
points to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's BB+ rating.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


REVOCABLE LIVING TRUST: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Revocable Living Trust of Dean A. Baker
        1524 Johnson Street
        Elkhart, IN 46514

Bankruptcy Case No.: 09-31913

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Debtor's Counsel: James R. Byron, Esq.
                  Thorne, Grodnik LLP
                  228 West High Street
                  Elkhart, IN 46516
                  Tel: (574) 294-7473
                  Fax: (574) 294-5390
                  Email: jbyron@tglaw.us

Total Assets: $1,600,000.00

Total Debts: $331,889.84

A full-text copy of the Debtor's petition, including its list of 3
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/innb09-31913.pdf

The petition was signed by Dean A. Baker, trustee of the Company.


RITZ CAMERA: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ritz Camera Centers, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property                $27,303,886
  B. Personal Property           $249,666,745
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $48,133,265
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $38,765
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $123,947,990
                                  -----------    ------------
          TOTAL                  $276,970,631    $172,120,021

The Debtor's schedules contain unaudited information that is
subject to further review and potential adjustment.

A copy of the Debtor's schedule of assets and liabilities is
available at http://bankrupt.com/misc/RitzCamera.SAL.pdf

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RITZ CAMERA: May Employ Thomas & Libowitz as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Ritz Camera Centers, Inc. permission to employ Thomas & Libowitz,
P.A. as its special corporate counsel and conflicts counsel, nunc
pro tunc to February 22, 2009.

Thomas & Libowitz will:

  a) prepare on the Debtor's behalf all necessary and appropriate
     corporate resolutions and other documents and keeping all
     corporate minutes;

  b) advise the Debtor concerning all business, corporate,
     transactional, and tax matters;

  c) provide legal services for the Debtor in matters where the
     Debtor's lead bankruptcy counsel has a conflict of interest
     that precludes counsel from representing the Debtor; and

  d) perform all other legal services for and on behalf of the
     Debtor which may be necessary or appropriate.

Robert A. Snyder, Jr., Esq., a partner at Thomas & Libowitz,
assured the Court that the firm does not hold or represent any
interest adverse to the Debtor or its estate and that the firm is
a "disinterested person" as that term is defined under Sec.
101(14) of the Bankruptcy Code.

Mr. Snyder told the Court that it was retained by the Debtor as
corporate counsel prior to the commencement of the Debtor's
bankruptcy case.  Pre-petition, the firm received a retainer from
the Debtor of $35,000.  Of said retainer, $20,326 was applied to
pay pre-petition fees and expenses and the remaining $14,674
consitutes a security retainer to be held by the firm for the
duration of the case.

The Thomas & Libowitz's professionals that are expected to perform
significant work in this case and their current rates are:

     Professionals              Hourly Rate
     -------------              -----------
     Robert A. Snyder, Esq.        $425
     John R. Wise, Esq.            $385
     C. Wayne Davis, Esq.          $380
     John R. Paliga, Esq.          $345

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore,
represent the Debtor as counsel.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, represent the Debtor as
local counsel.  Thomas & Libowitz, P.A. is Debtor's special
corporate counsel and conflicts counsel.  Marc S. Seinsweig, at
FTI Consulting, Inc, acts as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC is the claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP represent
the official committee of unsecured creditors as lead counsel.
The Committee selected  Bifferato LLC as Delaware counsel.  When
the Debtor filed for protection from its creditors, it listed
assets and debts between $100 million and $500 million.

In its schedules, the Debtor listed total assets of $277 million
and total debts of $172.1 million.


ROBERT DRAPER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert N Draper
        1419 Oaklawn Pl.
        Lakeland, FL 33803

Bankruptcy Case No.: 09-08289

Chapter 11 Petition Date: April 27, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: David W.Steen, Esq.
                  David W .teen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------

SunTrust                         Litigation        $5,200,000
c/o Laure Valiente
Foley & Lardner
PO Box 3391
Tampa, FL

Suntrust                         Residence          1,005,985
P. O. Box 628214                                   (1,675,000
Orlando, FL 32896                                     secured)
                                                   (1,479,280
                                                  senior lien)

Joe Rodriguez                    Mortgage            1,000,000
c/o Pure Platinum
3411 N. Federal Hwy.
Fort Lauderdale, FL 33306

Colonial Bank                   Foreclosure            800,000
                                 Guaranty

Countrywide Home Loans             Loan                245,000

Premier Financial Services         Lease               200,000

Mercedes-Benz Financial            Lease               200,000

Mrs. Malick                        Lease                45,500

Bank of America (Visa)         Credit Card              22,000

Discover                       Credit Card              14,000

Rober M. Brush, Esq.            Litigation               6,000

Moffitt Lifetime Cancer        Medical Bills             3,000

Care Credit                    Dental Bills              2,500

Kohls                          Credit Card               1,500

Target                         Credit Card                 900

Sears                          Credit Card                 800

Macy's                         Credit Card                 500

Belk                           Credit Card                 400

Talbot                         Credit Card                 400

NY & co.                       Credit Card                 200


ROYAL CARIBBEAN: Moody's Affirms 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Royal Caribbean Cruises, Ltd.'s
Speculative Grade Liquidity rating to SGL-3 (adequate liquidity)
from SGL-4 (weak liquidity).  All of the company's other ratings
are affirmed.

The upgrade reflects an improvement in the company's liquidity
profile.  RCL received commitments for financing of its Oasis of
the Seas ship that is scheduled to be delivered and enter service
in the fourth quarter of 2009.  As a result, RCL is expected to
cover all of its capital spending and mandatory debt amortization
needs from internal cash flow, cash balances, committed ship
financings and availability under its $1.2 billion revolving
credit facility.  The SGL analysis does not assume access to debt
markets or export credit financings until legal commitments for a
specific ship financings are executed.

RCL's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity, and considers the combined effect of lower earnings and
increasing funding needs for its committed shipbuilding program.
Moody's estimates that the company's cash flow, cash balance and
current revolver availability are currently adequate to cover all
mandatory debt amortization and capital spending needs over the
next 12 months.  RCL has comfortable headroom under financial
covenants.

Moody's notes, however, that RCL will face a liquidity shortfall
by the fourth quarter of 2010 unless the company increases its
external liquidity sources.  Therefore, the company's SGL rating
could face downward pressure later in 2009.  The company is
currently negotiating financing commitments for the Allure ship
that is scheduled to be delivered and enter service in the fourth
quarter of 2010.

RCL's ratings and negative outlook were affirmed.  First quarter
earnings were better than expected due to a smaller then expected
drop in cruise pricing and solid cost control.  However, cruise
pricing remains under significant pressure in the current
difficult economic environment as all operators have been forced
to lower prices to fill ships.  RCL reported an approximate 29%
drop in EBITDA in the first quarter amid a 13.5% drop in net
revenue yields while net cruise costs per available passenger
cruise day declined 7%.  This EBITDA decline combined with higher
absolute debt levels increased debt/EBITDA to 5.3 times from 4.9
times reported at the end of fiscal 2008.  In addition to the
weakened earnings environment, the negative rating outlook
reflects the risk that that industry supply growth could
exacerbate downward price pressure and delay upward momentum when
economic conditions improve and thereby depress earnings beyond
2009.

Ratings upgraded:

Royal Caribbean Cruises Ltd.

  -- Speculative Grade Liquidity rating to SGL-3 from SGL-4

Ratings affirmed and LGD point estimates adjusted:

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2

  -- Senior Unsecured Notes and Debentures at Ba2 (LGD 4, 51% from
     LGD 4, 52%)

  -- Euro 1.0B Senior Unsecured Global Notes at Ba2 (LGD 4, 51%
     from LGD 4, 52%)

  -- Senior unsecured shelf registration at (P) Ba2 (LGD 4, 51%
     from LGD 4, 52%)

  -- Preferred stock shelf registration at (P) B1 (LGD 6, 97%)

Moody's last action on Royal Caribbean Cruises, Ltd. occurred on
January 30, 2009 when Moody's downgraded RCL's CFR to Ba2 from
Ba1.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates five cruise brands -- the largest being Royal
Caribbean International and Celebrity Cruises - and 38 cruise
ships and six under construction.  Revenues for the fiscal year
ended December 31, 2008 were about $6.5 billion.


S&B SURGERY CENTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: S&B Surgery Center
          dba S&B Surgery Center II
        120 South Spalding Drive
        Suite 301
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-19825

Chapter 11 Petition Date: April 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Samuel R. Maizel, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Blvd Ste 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Email: smaizel@pszjlaw.com

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

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

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

        http://bankrupt.com/misc/cacb09-19825.pdf

The petition was signed by James Sherman, M.D., chief executive
officer of the Company.


SEMGROUP ENERGY: SEC Charges Attorney With Insider Trading
----------------------------------------------------------
The Securities and Exchange Commission has charged Tulsa,
Oklahoma-based attorney Matthew J. Browne, Esq., with insider
trading, alleging that he sold all of the stock he owned in a
local energy company on the basis of confidential information that
he learned while providing legal services to a client.

The SEC alleges that Mr. Browne avoided losses of more than
$80,000 by selling all of his shares in SemGroup Energy Partners,
LP, on the same day he found out that its privately held parent
company and largest customer, SemGroup LP, was experiencing
liquidity issues and defaulted on a $50 million margin call.  The
SGLP stock dropped nearly two-thirds in value by the end of that
week after a public announcement was made by the company.

Mr. Browne has agreed to pay more than twice the amount of his
avoided losses to settle the SEC's charges, without admitting or
denying the allegations.

"By secretly trading on confidential information, Mr. Browne took
advantage of his client, the law firm at which he was then
employed, and the public at-large," said Rose Romero, Director of
the SEC's Fort Worth Regional Office. "Attorneys should know
better that the use of client information to profit from
securities trading breaches their duties of trust and confidence."

According to the SEC's complaint, filed in the U.S. District Court
for the Northern District of Oklahoma, Mr. Browne learned the non-
public information on the morning of July 14, 2008, and
immediately sold his entire position in SGLP (5,200 shares) at an
average price of $24.06 per share.  After the close of trading on
July 17, SGLP announced that SemGroup LP was "experiencing
liquidity issues" and was considering bankruptcy.  On July 18,
SGLP's unit price closed at $8.30 per share, 65.5 percent lower
than Browne's average sale price earlier that week.  According to
the SEC's complaint, by liquidating his SGLP holdings on July 14,
Mr. Browne avoided losses of $81,773.

In settling the SEC's charges, Mr. Browne consented to pay
disgorgement equal to the $81,773 loss he avoided by his illegal
trading, plus prejudgment interest of $1,505.98 and a penalty of
$81,773.  Mr. Browne also agreed to a permanent injunction against
future violations of Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder.  Mr. Browne consented to a
five-year suspension from appearing or practicing before the
Commission under Rule 102(e) of the Commission's Rules of
Practice.

The SEC's investigation is ongoing.

A full-text copy of the SEC's complaint is available at no charge
at http://sec.gov/litigation/complaints/2009/comp21015.pdf

                   About SemGroup Energy Partners

SemGroup Energy Partners -- http://www.SGLP.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets.  SemGroup Energy Partners provides crude oil and liquid
asphalt cement terminalling and storage services and crude oil
gathering and transportation services.  SemGroup Energy Partners
is based in Tulsa, Oklahoma.  SGLP's common units are currently
traded on the Pink Sheets, which is an over-the-counter securities
market, under the symbol SGLP.PK.  The general partner of SemGroup
Energy Partners is a subsidiary of SemGroup, L.P.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Gets Green-Light to Extend Maturity Date of DIP Loan
-----------------------------------------------------------------
SemCrude, LP, its parent, SemGroup, L.P., and its debtor
affiliates sought and obtained permission from Judge Brendan
Linehan Shannon of the U.S. Bankruptcy Court for the District of
Delaware to extend to September 30, 2009, the maturity date of the
DIP Credit Agreement among SemCrude, SemGroup, SemOperating G.P.,
L.L.C., and Bank of America, N.A., as administrative agent, and
letter of credit issuer and lender.

The terms of the DIP Extension Amendment are:

DIP Facility Amount:    $150,000,000, with a sublimit of
                        $50,000,000 for Loans.  Up to
                        $70,000,000 of the DIP Facility Amount
                        may be used to post collateral in
                        connection with swap contracts entered
                        into in compliance with the trading
                        protocol.

                        The Borrower must maintain cash
                        collateral of at least $156,000,000, to
                        be held in a segregated account with the
                        Administrative Agent.  The minimum
                        ending book balance required in the
                        Credit Agreement will be reduced by that
                        amount.

Interest Rates:         One-month LIBOR (subject to the existing
                        floor of 4.00%), plus 4.00% or Prime,
                        (subject to existing floor of 300%),
                        plus 3.00%. Interest will be due and
                        payable on the first day of each month.

Extension Fee:          A non-refundable extension fee of
                        $500,000 is payable upon closing to the
                        Administrative Agent for the ratable
                        benefit of each lender under the Credit
                        Agreement executing the DIP Extension
                        Amendment.

Administrative
Agent's Fee:            A non-refundable Administrative Agent's
                        Fee of $250,000 payable to Bank of
                        America, N.A., upon closing.


Unused Line Fee:        Remains unchanged as set forth in Credit
                        Agreement

Letter of Credit Fees:  4.00% per annum on the outstanding face
                        amount of each Letter of Credit, payable
                        monthly in arrears on the first day of
                        each month; plus customary fees for
                        issuance, amendments and processing and
                        a fronting fee equal to 0.25 of 1% p.a.

Maturity Date:          September 30, 2009

Milestones:             In addition to the events of default set
                        forth in the Credit Agreement, the
                        Borrower's failure to perform each of
                        these actions, subject to a 5-day grace
                        period in the case of (a) and (c), will
                        constitute an event of default and a
                        termination of the right to use Cash
                        Collateral:

                        (a) by April 24, 2009, deliver to the
                            Administrative Agent and to the
                            Administrative Agent under the Pre-
                            Petition Credit Agreement a draft
                            Reorganization Plan and disclosure
                            statement;

                        (b) by May 15, 2009, file with the Court
                            a Reorganization Plan and disclosure
                            statement explaining that Plan;

                        (c) by June 26, 2009, commence a hearing
                            seeking approval of the disclosure
                            statement explaining the Plan and
                            diligently prosecute the motion
                            seeking approval of the Disclosure
                            Statement; and

                         (d) by September 18, 2009, obtain a
                             confirmation order of the Plan.

Budget Variances:       Section 722 of the Credit Agreement to
                        be revised (i) by deleting clause (c) in
                        Section 722 of the Credit Agreement and
                        (ii) to prohibit Total Net Cash From
                        Operations in the Agreed Budget for any
                        four-week period to be less than the
                        amount of Total Net Cash From Operations
                        for the applicable period, subject to a
                        variance of 10%, tested monthly, on a
                        rolling four-week basis starting May 20,
                        2009 with respect to the four-week
                        period ending May 15, 2009.

Reporting
Requirements:           Section 6.02(a) of the Credit Agreement
                        will be revised so that all daily
                        reporting will be weekly reporting (the
                        financial statements for March 2009,
                        aggregate bank and book balances, on a
                        consolidating Loan Party basis,
                        separately identifying bank and book
                        balances of White Cliffs, will be
                        provided weekly). The Existing
                        Account Exhibit will be revised to
                        exclude the beginning and ending account
                        balances for the Bank of Oklahoma ZBA
                        accounts.

A full-text copy of the DIP Extension Agreement is available for
free at http://bankrupt.com/misc/semgroup_amnddDIPtermsheet.pdf

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in Dallas,
Texas, said absent extension of the Credit Agreement, the Debtors
will be unable to continue to operate their businesses, thwarting
their efforts to successfully reorganize.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: SEC Charges Attorney With Insider Trading
------------------------------------------------------
The Securities and Exchange Commission has charged Tulsa,
Oklahoma-based attorney Matthew J. Browne, Esq., with insider
trading, alleging that he sold all of the stock he owned in a
local energy company on the basis of confidential information that
he learned while providing legal services to a client.

The SEC alleges that Mr. Browne avoided losses of more than
$80,000 by selling all of his shares in SemGroup Energy Partners,
LP, on the same day he found out that its privately held parent
company and largest customer, SemGroup LP, was experiencing
liquidity issues and defaulted on a $50 million margin call.  The
SGLP stock dropped nearly two-thirds in value by the end of that
week after a public announcement was made by the company.

Mr. Browne has agreed to pay more than twice the amount of his
avoided losses to settle the SEC's charges, without admitting or
denying the allegations.

"By secretly trading on confidential information, Mr. Browne took
advantage of his client, the law firm at which he was then
employed, and the public at-large," said Rose Romero, Director of
the SEC's Fort Worth Regional Office. "Attorneys should know
better that the use of client information to profit from
securities trading breaches their duties of trust and confidence."

According to the SEC's complaint, filed in the U.S. District Court
for the Northern District of Oklahoma, Mr. Browne learned the non-
public information on the morning of July 14, 2008, and
immediately sold his entire position in SGLP (5,200 shares) at an
average price of $24.06 per share.  After the close of trading on
July 17, SGLP announced that SemGroup LP was "experiencing
liquidity issues" and was considering bankruptcy.  On July 18,
SGLP's unit price closed at $8.30 per share, 65.5 percent lower
than Browne's average sale price earlier that week.  According to
the SEC's complaint, by liquidating his SGLP holdings on July 14,
Mr. Browne avoided losses of $81,773.

In settling the SEC's charges, Mr. Browne consented to pay
disgorgement equal to the $81,773 loss he avoided by his illegal
trading, plus prejudgment interest of $1,505.98 and a penalty of
$81,773.  Mr. Browne also agreed to a permanent injunction against
future violations of Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder.  Mr. Browne consented to a
five-year suspension from appearing or practicing before the
Commission under Rule 102(e) of the Commission's Rules of
Practice.

The SEC's investigation is ongoing.

A full-text copy of the SEC's complaint is available at no charge
at http://sec.gov/litigation/complaints/2009/comp21015.pdf

                   About SemGroup Energy Partners

SemGroup Energy Partners -- http://www.SGLP.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets.  SemGroup Energy Partners provides crude oil and liquid
asphalt cement terminalling and storage services and crude oil
gathering and transportation services.  SemGroup Energy Partners
is based in Tulsa, Oklahoma.  SGLP's common units are currently
traded on the Pink Sheets, which is an over-the-counter securities
market, under the symbol SGLP.PK.  The general partner of SemGroup
Energy Partners is a subsidiary of SemGroup, L.P.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SMURFIT-STONE: Bank Debt Trades at 25% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Smurfit-Stone
Container Corp. is a borrower traded in the secondary market at
74.90 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
2.20 percentage points from the previous week, the Journal
relates.   The loan matures on November 1, 2011.  The Company pays
200 basis points above LIBOR to borrow under the facility.
Moody's has withdrawn its rating on Smurfit-Stone.  S&P has
assigned a default rating on the Company.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SOURCE INTERLINK: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
------------------------------------------------------------------
Moody's Investors Service downgraded Source Interlink Companies
Inc.'s Probability of Default rating to D from Caa1, the Corporate
Family rating to Ca from Caa1, and associated debt ratings as
detailed below.

The downgrades follow Source Interlink's announcement on April 28,
2009 that it filed a lender-approved pre-packaged Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Details of the rating action are:

Ratings downgraded:

* Corporate Family rating - to Ca from Caa1

* Probability of Default rating - to D from Caa1

* Senior secured asset based revolving credit facility due 2013 --
  to Caa1, LGD2, 19% from B1, LGD2, 21%

* Senior secured term loan B due 2014 - to Caa3, LGD3, 37% from
  B3, LGD3, 39%

* Senior unsecured facility due 2017 -- to C, LGD6, 100% from
  Caa2, LGD5, 76%

Source Interlink's SGL-4 rating is unaffected by this rating
action.

Moody's last rating action on Source Interlink occurred on
February 5, 2009 when it lowered the company's CFR and PDR to
Caa1.

Source Interlink'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 the competitive position of the
company versus others in its industry, ii) the capital structure
and the financial risk of the company, iii) the projected
financial and operating performance of the company over the near-
to-intermediate term, and iv) management's track record and
tolerance of risk.  These attributes were compared against other
issuers both within and outside of Source Interlink's core
industry and Source Interlink's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Source Interlink is one of the largest providers of integrated
marketing, merchandising, publishing and fulfillment of media-
related products in the US. Headquartered in Bonita Springs
Florida, the company reported pro-forma sales of approximately
$2.5 billion for the LTM period ended October 31, 2008.


STEEL DYNAMICS: Moody's Reviews 'Ba1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Steel Dynamics
Corporation (Corporate Family Rating Ba1) under review for
possible downgrade.

The review results from the challenges facing the company as steel
industry conditions remain difficult with very weak demand and low
capacity utilization levels.  In the first quarter of 2009 the
company's steel mills operated at roughly 46% of capacity, ferrous
metals recycling at around 42% of processing capacity and its
fabricating operations at approximately 45%.  Moody's does not
expect that these run rates will materially improve in 2009 given
weak demand levels.  Moody's expects these conditions to continue
longer than initially expected.  In addition, the company's first
quarter loss was larger than anticipated, increasing the risk that
the company may breach the leverage covenant in its existing bank
credit facility.  While SDI has reduced production in an attempt
to better match the low demand levels, low operating rates and
lower prices are expected to challenge earnings until conditions
improve significantly.

The review will focus on the company's ability to further reduce
controllable costs, the impact of current operating rates on
earnings and cash flow, and liquidity available to meet ongoing
requirements, including any necessary capital investments.  The
review will also consider SDI's potential covenant violation in
the ensuing quarters, and its ability to secure a waiver prior to
such event.

On Review for Possible Downgrade:

Issuer: Steel Dynamics, Inc.

  -- Probability of Default Rating, Ba1

  -- Corporate Family Rating, Ba1

  -- Senior Unsecured Regular Bond/Debenture, Ba2, LGD 5 -72%

Outlook Actions:

Issuer: Steel Dynamics, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

The last rating action on SDI was April 15, 2008, when a Ba2
rating was assigned to its note issue.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of approximately 5.6 million tons and
generated revenues of $8 billion in 2008.


SUN MICROSYSTEMS: Posts $201MM Net Loss in Third Quarter 2009
-------------------------------------------------------------
Sun Microsystems, Inc., has released results for its third quarter
of fiscal 2009, which ended March 29, 2009.

Revenues for the third quarter of fiscal 2009 were $2.614 billion,
as compared with $3.266 billion for the third quarter of fiscal
2008, and compared with $3.220 billion for the second quarter of
fiscal 2009.  Total gross margin as a percent of revenues was
42.7, a decrease of 2.2 percentage points as compared with the
third quarter of fiscal 2008 and an increase of 0.8 percentage
points as compared with the second quarter of fiscal 2009.

Net loss for the third quarter of fiscal 2009 on a GAAP basis was
$201 million, or $(0.27) per share on a diluted basis, as compared
with a net loss of $34 million, or $(0.04) per share, for the
third quarter of fiscal 2008, and compared with a net loss of
$209 million, or $(0.28) per share, for the second quarter of
fiscal 2009.  GAAP net loss per share includes a restructuring
charge of $46 million primarily related to the restructuring
announcement of November 2008.

On a non-GAAP basis, net loss for the third quarter of fiscal 2009
was $52 million, or $(0.07) per share on a diluted basis, as
compared with a non-GAAP net income of $132 million, or $0.17 per
share, for the third quarter of fiscal 2008, and compared with a
non-GAAP net income of $114 million, or $0.15 per share, for the
second quarter of fiscal 2009.  Non-GAAP net income per share
excludes purchased in-process research and development,
amortization of acquisition-related intangibles, stock-based
compensation, restructuring and related impairment of long-lived
assets, net gain or loss on equity investments and the tax effect
of these non-GAAP adjustments.

Sun ended the quarter with a cash and marketable debt securities
balance of $2.990 billion and generated cash flow from operations
for the third quarter of fiscal 2009 of $178 million -- the third
consecutive quarter of positive cash flow from operations in
fiscal 2009, and following upon 19 consecutive years of positive
cash flow from operations.

Third Quarter Highlights

The Company grew billings nearly four percent year-over-year in
combined key growth categories of Total Software, Open Storage,
SolarisTM-based  SPARC(R) CMT Servers, and X64 Servers.

The Company combined key growth categories accounted for 40
percent of total billings in the third quarter of fiscal 2009
versus 30 percent in the third quarter of fiscal 2008.

Total Software billings grew 28 percent year-over-year.  Open
Storage billings grew 63 percent year-over-year.  Solaris-based
SPARC CMT Servers billings grew 3 percent year-over-year.

Reduced R&D and SG&A expenses nearly 15 percent year-over-year.

                         SUN MICROSYSTEMS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                (in millions, except per share amounts)
                       Three Months Ended          Nine Months
Ended
                    -------------------------  -------------------
------
                     March 29,     March 30,    March 29,
March 30,
                        2009         2008          2009
2008
                    ------------  -----------  ------------  -----
------
Net revenues:
   Products           $   1,519    $   2,003     $   5,222    $
6,232
   Services               1,095        1,263         3,602
3,868
                    ---  ------       ------   ---  ------       -
------
      Total net
       revenues           2,614        3,266         8,824
10,100
Cost of sales:
   Cost of
    sales-products          877        1,106         3,200
3,296
   Cost of
    sales-services          621          692         1,957
2,022
                    ---  ------       ------   ---  ------       -
------
      Total cost
       of sales           1,498        1,798         5,157
5,318
                    ---  ------       ------   ---  ------       -
------
         Gross
          margin          1,116        1,468         3,667
4,782
Operating
expenses:
   Research and
    development             393          457         1,227
1,366
   Selling,
    general and
    administrative          843          989         2,679
2,923
   Restructuring
    charges and
    related
    impairment of
    long-lived
    assets                   46           14           331
159
   Purchased
    in-process
    research and
    development               3           24             3
25
   Impairment of
    goodwill                  -            -         1,445
-
                    ---  ------       ------   ---  ------       -
------
   Total operating
    expenses              1,285        1,484         5,685
4,473
                    ---  ------       ------   ---  ------       -
------
      Operating
       income
       (loss)              (169)         (16)       (2,018)
309
Gain on equity
investments, net             3            -             8
22
Interest and other
income (expense),
net                         (2)          34            (3)
145
                    ---  ------       ------   ---  ------       -
------
Income (loss)
before income
taxes                     (168)          18        (2,013)
476
Provision for
income taxes                33           52            74
161
                    ---  ------       ------   ---  ------       -
------
Net income (loss)     $    (201)   $     (34)    $  (2,087)   $
315
                    ===  ======       ======   ===  ======
=======
Net income (loss)
per common
share-basic          $   (0.27)   $   (0.04)    $   (2.80)   $
0.38
                    ===  ======       ======   ===  ======
=======
Net income (loss)
per common
share-diluted        $   (0.27)   $   (0.04)    $   (2.80)   $
0.38
                    ===  ======       ======   ===  ======
=======
Shares used in the
calculation of
net income (loss)
per common
share-basic                745          785           746
821
                    ===  ======       ======   ===  ======
=======
Shares used in the
calculation of
net income (loss)
per common
share-diluted              745          785           746
837
                    ===  ======       ======   ===  ======
=======

                          SUN MICROSYSTEMS, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (in millions)
                                                   March 29,
June 30,
                                                     2009
2008(1)
                                                 -------------  --
--------
                                                  (unaudited)
ASSETS
Current assets:
   Cash and cash equivalents                      $     1,569   $
2,272
   Short-term marketable debt securities                1,134
429
   Accounts receivable, net                             2,265
3,019
   Inventories                                            561
680
   Deferred and prepaid tax assets                        185
216
   Prepaid expenses and other current assets,
    net                                                 1,036
1,218
                                                     --------    -
-----

      Total current assets                              6,750
7,834
Property, plant and equipment, net                      1,670
1,611
Long-term marketable debt securities                      287
609
Goodwill                                                1,740
3,215
Other acquisition-related intangible assets,
net                                                      357
565
Other non-current assets, net                             458
506
                                                     --------    -
-----
                                                  $    11,262
$14,340
                                                     ========
======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                               $     1,049   $
1,387
   Accrued payroll-related liabilities                    595
734
   Accrued liabilities and other                        1,142
1,105
   Deferred revenues                                    2,190
2,236
   Warranty reserve                                       160
206
   Current portion of long-term debt                      562
-
                                                     --------    -
-----
      Total current liabilities                         5,698
5,668
Long-term debt                                            695
1,265
Long-term deferred revenues                               548
683
Other non-current obligations                             970
1,136
Stockholders' equity:
Common stock and additional paid-in-capital             7,541
7,391
Treasury stock, at cost                                (2,680)
(2,726)
Retained earnings (accumulated deficit)                (1,819)
430
Accumulated other comprehensive income                    309
493
                                                     --------    -
-----
Total stockholders' equity                              3,351
5,588
                                                     --------    -
-----
                                                  $    11,262
$14,340
                                                     ========
======
(1) Derived from audited financial statements.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (unaudited, in millions)
                                                      Nine Months
Ended
                                               -------------------
-------
                                                  March 29,
March 30,
                                                      2009
2008
                                                -----------  -----
--------
Cash flows from operating activities:
   Net income (loss)                               $  (2,087)   $
315
Adjustments to reconcile net income to net cash
provided by operating activities:
      Depreciation and amortization                      321
354
      Amortization of acquisition-related
       intangible assets                                 224
224
      Stock-based compensation expense                   150
157
      Purchased in-process research and
       development                                         3
25
      Impairment of goodwill                           1,445
-
      (Gain) loss on investments and other, net           23
(54)
      Deferred taxes                                       2
8
      Changes in operating assets and
       liabilities:
         Accounts receivable, net                        752
603
         Inventories                                     118
(205)
         Prepaid and other assets, net                   177
(105)
         Accounts payable                               (341)
(114)
         Other liabilities                              (405)
31
                                                      ------
------
Net cash provided by operating activities                382
1,239
                                                      ------
------
Cash flows from investing activities:
      Decrease (increase) in restricted cash             (19)
22
      Purchases of marketable debt securities         (1,535)
(1,292)
      Proceeds from sales of marketable debt
       securities                                        423
1,404
      Proceeds from maturities of marketable
       debt securities                                   684
764
      Proceeds from sales of equity investments,
       net                                                 7
25
      Purchases of property, plant and
       equipment, net                                   (404)
(297)
      Payment for acquisitions, net of cash
       acquired                                          (55)
(923)
                                                      ------
------
Net cash used in investing activities                   (899)
(297)
                                                      ------
------
Cash flows from financing activities:
      Purchase of common stock under stock
       repurchase plans                                 (130)
(2,300)
      Proceeds from issuance of options and ESPP
       purchases, net                                     24
121
      Principal payments on borrowings and other
       obligations                                       (12)
(20)
                                                      ------
------
Net cash used in financing activities                   (118)
(2,199)
                                                      ------
------
Effect of changes in exchange rates on cash and
cash equivalents                                        (68)
-
                                                      ------
------
Net decrease in cash and cash equivalents               (703)
(1,257)
Cash and cash equivalents, beginning of period         2,272
3,620
                                                      ------
------
Cash and cash equivalents, end of period           $   1,569    $
2,363
                                                      ======
======

                          SUN MICROSYSTEMS, INC.
                CALCULATION OF NON-GAAP NET INCOME (LOSS)
                               (unaudited)
                 (in millions, except per share amounts)
                                            Three Months Ended
                               -----------------------------------
-------
                                 March 29,    March 30,
December 28,
                                   2009         2008
2008
                               -----------  -----------  ---------
-------
Calculation of non-GAAP net
income (loss):
   GAAP loss                     $    (201)   $     (34)   $
(209)
   Purchased in-process
    research and development             3           24
-
   Amortization of acquisition
    related intangibles                 72           76
72
   Stock-based compensation             49           57
52
   Restructuring and related
    impairment of long-lived
    assets                              46           14
222
   (Gain) loss on equity
    investments, net                    (3)           -
3
   Tax effect of non-GAAP
    adjustments                        (18)          (5)
(26)
                                    ------       ------       ----
----
Non-GAAP net income (loss)       $     (52)   $     132    $
114
                                    ------       ------       ----
----
Diluted non-GAAP net income
(loss) per share                $   (0.07)   $    0.17    $
0.15
                                    ------       ------       ----
----
Shares used in the calculation
of non-GAAP net income (loss)
per common share -- diluted           745          797
746
                                    ------       ------       ----
----

                     About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 22, 2009,
Moody's placed the Ba1 corporate family and probability of
default ratings of Sun Microsystems, Inc., on review for possible
upgrade following the company's announcement that it has entered
into a definitive agreement to be purchased by Oracle for $9.50
per share or approximately $7.4 billion in cash ($5.6 billion net
of the company's cash and debt).  The transaction, which has been
approved by Sun's board of directors, is expected to close this
summer, subject to shareholder and regulatory approval as well as
standard closing conditions.

According to the TCR on April 22, 2009, Standard & Poor's Ratings
Services said that it revised its CreditWatch listing, including
that for its  'BB+' corporate credit rating, on Santa Clara,
California-based Sun Microsystems Inc. to CreditWatch with
positive implications from CreditWatch with developing
implications.


SWIFT TRANSPORTATION: Bank Debt Sells at 46% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co. Inc. is a borrower traded in the secondary
market at 57.08 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 1.79 percentage points from the previous week, the
Journal relates.  The loan matures March 15, 2014.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and S&P's B- rating.

Swift Transportation Co, Inc., headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.

The Troubled Company Reporter said on December 5, 2008, that
Moody's Investors Service has lowered the ratings of Swift
Transportation's Corporate Family Rating to Caa1 from B3.  The
rating of the first lien credit facility was lowered to B3 from
B1, while the second lien notes' ratings were lowered to Caa3 from
Caa2.  The rating outlook remains negative.


TETON MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Teton Motor Sports, LLC
          dba Racin Station
        544 Moraine Court
        Driggs, ID 83422

Bankruptcy Case No.: 09-40596

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       District of Idaho

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  Email: btr@idlawfirm.com

Total Assets: $2,840,768

Total Debts: $6,286,650

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

            http://bankrupt.com/misc/idb09-40596.pdf

The petition was signed by C. Dennis Robison, managing member of
the Company.


TEXAS PETROCHEMICALS: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including its 'B-' corporate credit rating, on Houston,
Texas-based Texas Petrochemicals L.P. at the company's request.


TEXTRON INC: Fitch Downgrades Issuer Default Ratings to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and long-
term debt ratings for Textron Inc. and Textron Financial
Corporation to 'BB+' from 'BBB-'.  Fitch has also downgraded the
short-term IDRs and commercial paper ratings to 'B' from 'F3'. The
Rating Outlook is Negative.

In addition, Fitch expects to assign a 'BB+' rating to TXT's
planned issuance of convertible senior unsecured notes due May 1,
2013.

The rating downgrades reflect deteriorating operating results at
TXT and continuing concerns about TFC's asset quality and
execution risks surrounding plans to exit TFC's non-captive
finance business.  These concerns more than offset the positive
impact on TXT's liquidity from its planned issuance of debt and
equity.  Fitch will provide a detailed analysis of its downgrade
on TXT and TFC shortly.

Debt and preferred securities totaled nearly $11 billion at Jan.
3, 2009, including $2.5 billion at TXT and $8.3 billion at TFC.

Fitch has downgraded TXT and TFC:

TXT

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured bank facilities to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Commercial paper to 'B' from 'F3'.

TFC

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured bank facilities to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-';
  -- Junior subordinated notes to 'B+' from 'BB';
  -- Short-term IDR to 'B' from 'F3';
  -- Commercial paper to 'B' from 'F3'.

Due to the existence of a support agreement and other factors,
TFC's ratings are linked to TXT's ratings.  The support agreement
requires TXT to maintain TFC's floor net worth and fixed charge
coverage at $200 million and 1.25 times, respectively.


TROPICANA ENTERTAINMENT: Assumes Leases to Avoid $250MM Claim
-------------------------------------------------------------
Tropicana Entertainment LLC and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to:

   (i) assume and assign the Amended and Restated Net Lease
       Agreement dated January 9, 1990, between Park Cattle Co.,
       and Wimar Tahoe Corporation, and the Net Lease Agreement
       dated September 13, 1990, between Park Cattle and Wimar
       Tahoe, relating to property known as Lake Tahoe Horizon
       Casino and Resort; and

  (ii) assume the Amended and Restated Net Lease Agreement dated
       January 1, 2000, between Park Cattle and Desert Palace,
       Inc., relating to property known as the MontBleu Resort
       Casino & Spa.

Originally under Wimar Tahoe and Desert Palace, the Horizon Leases
and the MontBleu Lease were later assigned to the Debtors.

During the past several months, the Debtors and Park Cattle have
engaged in ongoing negotiations in an attempt to consensually
resolve their differences while the Debtors determined whether
they should assume or reject the Park Cattle Leases.  The Debtors
have sought various lease concessions from Park Cattle and have
now reached an agreement in principle to assume and assign the
Horizon Leases, as amended, and assume the MontBleu Lease, as
amend, according to Lee E. Kaufman, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

In a supplemental filing, the Debtors notified the Court that they
have now completed the term sheets memorializing their agreement
in principle with Park Cattle regarding the treatment of the Park
Cattle Leases.

Full-text copies of the term sheet on amendments to the MontBleu
Lease and the term sheet on amendments to the Lake Tahoe Leases,
including exhibits, are available at no charge at:

   http://bankrupt.com/misc/Tropi_TermSheetHorizonLeases.pdf
   http://bankrupt.com/misc/Tropi_TermSheetMontBleuLease.pdf

The Debtors told Judge Kevin Carey that they considered two
paramount factors in deciding what to do with the Park Cattle
Leases:

   (1) The declining gaming market in which both sets of leases
       are located; and

   (2) The annual rents under the Leases are well above current
       market rates, and that they impose onerous capital
       expenditures requirements and other related provisions.

In view of these factors, the Debtors concluded that it is not in
their best interest to continue to operate both the MontBleu and
Horizon facilities on a long term basis under the Park Cattle
Leases.  The Debtors relate that they have elected to continue
operating the MontBleu Facility because it is a better quality
asset and in a better position for future growth.  Moreover, the
MontBleu Facility is a newer property, the Debtors aver.

The Debtors also note that they were able to negotiate better rent
concessions and address other onerous terms under the original
MontBleu Lease.  The Debtors expect the new terms, in conjunction
with lower capital expenditure requirements, to allow them to
operate the MontBleu Facility more efficiently and with fewer
adverse effects from their Chapter 11 cases, while allowing them
to maintain their economic position in the Lake Tahoe casino
market.

Authorizing the Debtors to assume and assign the Horizon Leases
allows the Debtors to reach the optimal resolution of only
retaining one facility in the Lake Tahoe market pursuant to their
business plan, yet avoids the risk of any potential legal and
monetary obligations if they were forced into rejecting one or
both the leases, according to Mr. Kaufman.

Moreover, to avoid potential unsecured rejection damages claim
totaling $250,000,000 or more, the Debtors contended that it is in
their best interest to assume and assign the Horizon Leases to
Columbia Sussex Corporation.  The Debtors have been able to
successfully negotiate consensual terms acceptable to Park Cattle
that will not trigger any default of the Stipulation of Judgment
with respect to the Horizon Leases.

Mr. Kaufman states that the assignment of the Horizon Leases will
be effectuated in a manner and over a period of time that provides
for continuous operation subject to approval of a suitable casino
operator by the Nevada gaming authorities.  During this interim
period before a suitable casino operator can take over the
operations, the Debtors intend to continue to manage the Horizon
casino on behalf of Park Cattle until an acceptable new operator
is approved by the Nevada gaming authorities.

The Debtors do not intend to maintain a business relationship with
Columbia Sussex at any time during the interim period or once the
transaction is concluded.  Moreover, pursuant to the Horizon Term
Sheet, Columbia Sussex has agreed, as part of the agreement, to a
significant reduction in the number of slot machines and casino
games at Horizon, which removes capacity in the market, according
to Mr. Kaufman.

                     Yung Party Reserve Rights

Columbia Sussex Corporation, Wimar Tahoe Corporation, formerly
Tropicana Casinos and Resort, Inc., and William J. Yung reserve
their right to object to the Debtors' Motion upon review of the
final documentation with respect to the terms of the agreement in
principle among the Debtors, Park Cattle, and the Yung Parties.

In the event the Debtors amend the Motion to seek the rejection of
either the Horizon Leases or the MontBleu Lease, the Yung Parties
also reserve their rights to object to that Motion and to proceed
with their Motion to Compel.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Confirmation Hearing Moved to May 5
------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has rescheduled the confirmation hearings of the First
Amended Joint Plans of Reorganization of (i) Tropicana Las Vegas
Holdings LLC and certain affiliates or the "LandCo Debtors" and
(ii) Tropicana Entertainment LLC and certain debtor affiliates or
the "OpCo Debtors" to May 5, 2009, at 10:30 a.m., EDT.

The Confirmation Hearings were originally scheduled for April 27,
2009.

                  Tropicana's Pre-trial Statement
                       in Support of Plans

The Debtors noted in a pre-trial memorandum they delivered to the
Court on April 23, 2009, that they believe the vast majority of
objections lodged against the OpCo Plan and LandCo Plan have been
resolved or will be resolved before the Confirmation Hearing.
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said only the Yung Entities submitted a
"preliminary" witness list for the Confirmation Hearing.
Moreover, he said, the Yung Entities' objections to the Plans have
since been resolved in principle and the Debtors anticipate a full
resolution by the time the Confirmation Hearing will be conducted.
No one, except for the Debtors, has submitted an exhibit list or a
final witness list.  Also, no depositions were taken, Mr. Kaufman
added.

The Debtors do not expect any of the evidence they presented to be
meaningfully challenged by their constituents.  The Debtors expect
a streamlined presentation of their case, during which their
counsel will make remarks supporting the Plans and address any
pending objections, and submit evidence of several declarations
supporting the confirmation of the Plans.  Mr. Kaufman said the
"declarations" will be filed before the Confirmation Hearing.

According to Mr. Kaufman, each of these declarants is a potential
trial witness and each plans to attend the Confirmation Hearing to
answer and address any issue:

   (a) Scott C. Butera as the Debtors' president and chief
       executive officer and a member of the Debtors' board of
       managers will provide testimony to address the
       negotiations that led to the proposed Plans.

   (b) Daniel M. Aronson as the Debtors' financial advisor and a
       managing director at restructuring group Lazard Freres &
       Company LLC will provide testimony relation to the
       valuation of the Debtors and the OpCo Exit Facility.

   (c) John R. Castellano as the managing director at the
       restructuring group AlixPartners, LLP, will provide live
       testimony on the Liquidation Analysis related to the
       Plans, the feasibility of the Plans and the classification
       of claims.

   (d) Joe P. Morrow as a senior consultant of Kurtzman Carson
       Consultants LLC will provide testimony on the solicitation
       of votes on the Plans and the voting results.

   (e) Jane Sullivan as an executive director of Financial
       Balloting Group LLC will provide testimony on the OpCo
       Plan Solicitation.

The Debtors also told the Court that they continue to attempt to
resolve all pending objections, and are presently unaware of any
material factual disputes.

                       Deposition Notices

In connection with the plan discovery process, the Debtors took
the oral depositions of Joseph Scherer on April 21, 2009, and of
Ted Mitchell on April 20, 2009, in the offices of Kirkland & Ellis
LLP, located at 300 North LaSalle Street, in Chicago, Illinois.
Mr. Mitchel was appointed as chief financial officer and treasurer
of Tropicana Casinos and Resorts in November 2007.  The deposition
can be continued day by day until fully completed.  The Debtors
also sought from Messrs. Mitchel and Scherer the production of
certain documents, including documents that support the objection
of William Yung and his related entities to the Debtors'
Chapter 11 Plans.

Onex Corporation and certain of its affiliates also served
requests for production of documents on Wimar Tahoe Corporation,
formerly known as Tropicana Casinos and Resorts, Inc., and
Columbia Sussex Corporation on April 20, 2009.  The document
requests were transmitted to the respondents' counsel, John W.
Weiss, Esq., Maria J. DiConza, Esq., and Nancy A. Peterman, Esq.,
of Greenberg Traurig LLP.

                      April 22 Voting Deadline
                   for OpCo Classes 3 & 6 Claims

Solely with respect to ballots cast on account of Class 3 OpCo
Credit Facility Secured Claims and Class 6 OpCo Credit Facility
Deficiency Claims, the OpCo Debtors agreed to accept ballots
actually received by their Claims and Noticing Agent by 5:00 p.m.,
prevailing Eastern time, until April 22, 2009.  The OpCo Plan
Voting Deadline was originally set for April 17, 2009.

                          Plan Objections

As reported by the Troubled Company Reporter on April 15, 2009,
several entities filed formal opposition to the confirmation of
the Debtors' Reorganization Plans:

  (1) The United States, on behalf of the Internal Revenue
      Service;

  (2) ACE American Insurance Company, Indemnity Insurance
      Company of North America, Insurance Company of North
      America, Westchester Fire Insurance Company, and
      Westchester Surplus Lines Insurance Company, and possibly
      other members of the ACE group of companies;

  (3) Department of Revenue for the State of Louisiana;

  (4) Icahn Associates Corp. and its affiliates; and

  (5) William J. Yung, III; Columbia Sussex Corporation; Wimar
      Tahoe Corporation, formerly Tropicana Casinos and Resorts,
      Inc.; Columbia Properties Ozarks, Ltd.; Columbia
      Properties Indianapolis, Ltd.; Grandview Hotels Limited
      Partnership; Sargasso Corporation; Columgia Properties
      Mobile, Ltd.; Columbia Properties Albuquerque, LLC;
      Harbour Island Owner, LLC; W-Buttes, LLC; Belle of
      Orleans, LLC; LV Casino LLC; Columbia Properties
      Louisville, Ltd.; Columbia Properties Evansville, Ltd.;
      Columbia Properties Oklahoma City, LLC; CW Hotel Limited
      Partnership; 1994 William J. Yung Family Trust; CSC
      Holdings, LLC; Casuarina Cayman Holdings, Ltd.; and JMBS
      Casino Trust.

The IRS complains that the Plan does not provide for the payment
of interest on its tax claims should the Debtors opt to pay in
installments over time.

ACE wants certain "insurance neutrality" language included in the
order confirming the OpCo Plan.  ACE also reserves its rights,
obligations, claims, and defenses under the ACE Policies, among
other things, and applicable law.

The Louisiana Revenue Dept. to the treatment of its prepetition
priority claims against certain OpCo Debtors, totaling $1,607,459.

The Icahn Entities have been in discussions with the Debtors,
directly or through the Steering Committee of OpCo Lenders, and
have resolved many of their objections to the Plan Supplement
documents.  Justin R. Alberto, Esq., at Bayard, P.A., in
Wilmington, Delaware, said as a condition precedent to
confirmation of the Debtors' Plans, the Plan Supplements must(i)
be in final form, and (ii) either be in "form and substance
acceptable to" or have the "reasonable approval of" the OpCo and
LandCo Lenders, as applicable.  However, certain instrumental Plan
Supplement documents were recently received but are not in
substantially final form.

The Yung Parties said the LandCo Plan contains certain provisions
that strip the Yung Parties of their due process and other
litigation rights against the purported claims transferred to the
Litigation Trust.

The Yung Parties hold over $7,000,000 in administrative and
priority claims, nearly $190,000,000 of unsecured claims against
the OpCo Debtors, and $35,900,000 in Subordinated Notes.

Moreover, Mr. Weiss argues that with respect to the OpCo Plan, the
OpCo Debtors cannot sustain their burden of establishing the
requirements for confirmation in several key respects, including:

  (a) the classification of the Yung Parties' claims is not
      proper because the OpCo Plan both classifies similar
      claims separately and dissimilar claims together;

  (b) the OpCo Debtors have not provided any indication in the
      OpCo Plan or the OpCo Disclosure Statement as to how they
      will determine the amount of cash to be distributed to
      holders of Insider Claims;

  (c) the treatment of Administrative and Priority Claims held
      by the Yung Parties does not comply with the requirements
      of the Bankruptcy Code; and

  (d) the OpCo Plan contains certain provisions that strip the
      Yung Parties of their due process and other litigation
      rights against the purported claims transferred to the
      Litigation Trust.

Onex Corporation and certain of its affiliates, the Steering
Committee of the Debtors' Lenders, and Starbucks Corporation hae
reserved their rights to object to the Plans.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Deal for Atlantic City Casino Completed
----------------------------------------------------------------
A proposed purchase agreement for the Tropicana Atlantic City has
finally been completed by negotiators, according to
pressofAtlanticCity.com.  This could allow a lender group led by
Carl C. Icahn to buy the casino for the bargain price of
$200,000,000, PAC said.

A copy of the proposed purchase agreement was released by the New
Jersey Casino Control Commission, but certain related documents
containing "proprietary financial, operating and marketing
information" have been withheld or redacted, PAC reported.  The
98-page proposed purchase agreement is pending the approval of the
New Jersey gaming regulators.  The gaming regulators will also
need to authorize the sale of Tropicana Atlantic City in a
bankruptcy auction, PAC added.

According to PAC, Tropicana Atlantic City includes 140,000 square
feet of gaming space, 2,129 hotel rooms, and a mall-like retail
and entertainment center called The Quarter.  The Quarter was
built in 2004 and cost $284,000,000, which is higher than the
Icahn group's bid of $200,000,000 for the Tropicana Atlantic City,
PAC noted.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Objects to IRS and Atlantic City Claims
----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to disallow and
expunge 25 claims, aggregating $201,965,750.  The Debtors contend
that the Claims to amend and supersede other claims filed against
them.  These claims include:

  Claimant                              Claim No.    Claim Amt.
  --------                              ---------    ---------
  Treasury Dept. Internal Revenue Service   434    $12,595,600
  Treasury Dept. Internal Revenue Service  2302     12,570,600
  Treasury Dept. Internal Revenue Service   263      8,721,833

A list of the Amended and Replaced Claims is available for free at
http://bankrupt.com/misc/Tropi_Omni8AmendedClms.pdf

The Debtors also ask the Court to disallow and expunge four
claims, aggregating $513,817, that appear to assert one or more
duplicate claims against the same Debtor for the same liability in
the same amount.  The Duplicate Claims are:

  Claimant                              Claim No.    Claim Amt.
  --------                              ---------    ---------
  Mark Wiener                              2323       $250,000
  Mark Wiener                              2331        250,000
  So Tahoe Newspaper Agency                  26          4,399
  So Tahoe Newspaper Agency                  25          9,418

The Debtors further ask the Court to deem two claims asserted
against the Tropicana Entertainment, LLC, to be correctly filed
against Hotel Ramada of Nevada.  The Wrong Debtor Claims are:

  Claimant                              Claim No.    Claim Amt.
  --------                              ---------    ---------
  Lexington Technology                      760           $448
  ADS Sales Co. Inc.                        870            439

Separately, the Debtors ask the Court to adjust the amounts
asserted by these claims:

                                                       Modified
  Claimant                   Claim No.    Claim Amt.     Amt.
  --------                   ---------    ---------    --------
  Denise Cirrone                 941         $3,000        $750
  Louisiana Dept of Revenue     2329         21,924         452
  Mississippi State Tax Comm.   2162        550,122     214,739
  The Tape Co.                   486            538         404

The Debtors also urge the Court to expunge 25 claims, aggregating
$39,838,776, which have no factual or legal basis.  Among the No-
Basis Claims are:

  Claimant                              Claim No.    Claim Amt.
  --------                              ---------    ---------
  City of Atlantic City                    1219     $2,999,248
  City of Atlantic City                    1217      3,935,459
  City of Atlantic City                    1216      5,755,948
  City of Atlantic City                    1105      2,891,198

A complete list of the No-Basis Claims is available for free at:

       http://bankrupt.com/misc/Tropi_Omni9NoBasisClms.pdf

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Panel Objects to Sussex and Wimar Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Tropicana Entertainment LLC and its affiliates
object to the request of Columbia Sussex Corporation and Wimar
Tahoe Corporation, formerly Tropicana Casino & Resorts, Inc., for
payment of administrative expense claims.

Columbia Sussex is seeking the allowance and payment of (i) a
priority claim of at least $631,361 under Section 507(a)(5) of the
Bankruptcy Code as contributions to an employee benefit plan
within 180 days before the Petition Date, and (ii) an
administrative expense claim of at least $5,296,496 under Sections
503(b)(1) and (b)(3)(D) of the Bankruptcy Code.

Columbia Sussex's Claim Motion fails to adduce sufficient
information and evidence to enable the Creditors Committee or the
U.S. Bankruptcy Court for the District of Delaware to support the
relief requested, the panel's counsel, John A. Sensing, Esq., at
Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware,
points out.

The Creditors Committee is aware that the Debtors and Columbia
Sussex are currently engaged in discussions and informal discovery
with respect to the asserted administrative and priority claims,
and that formal discovery and briefing may follow to the extent
necessary and appropriate.

The Creditors Committee thus reserves its rights to engage in the
informal or formal discovery and briefing.  It further reserves
the right to participate in all future proceedings related to the
administrative and priority claims asserted by Columbia Sussex and
its non-debtor affiliates.

Meanwhile, Wimar Tahoe seeks the allowance and payment of
administrative expense claims of at least $2,055,259 under Section
503(b)(1)(A) of the Bankruptcy Code purportedly on account of
postpetition services rendered to certain of the Debtors.

Wimar's Administrative Claim Motion fails to adduce sufficient
information and evidence to enable the Creditors Committee or the
Court to support the relief requested, Mr. Sensing contends.

The Creditors Committee is aware that the Debtors and Wimar are
currently engaged in discussions and informal discovery with
respect to the asserted administrative and priority claims, and
that formal discovery and briefing may follow to the extent
necessary and appropriate.

The Creditors Committee thus reserves its rights to engage in the
informal or formal discovery and briefing.  It also reserves the
right to participate in all future proceedings related to the
administrative and priority claims asserted by Wimar and its non-
debtor affiliates.

                        Contract Rejection

Judge Kevin Carey has authorized the Debtors to reject their
service agreements with Columbia Sussex Corporation effective as
of April 30, 2009.

The Court's order is without prejudice to the rights and remedies
of Columbia Sussex and Wimar Tahoe Corporation with respect to any
claims they have asserted or may assert against the Debtors,
including claims asserted by Columbia Sussex and Wimar Tahoe in
their motions for payment of administrative expense claims and any
claims for damages with respect to the Service Agreements.
The Debtors, however, reserve the right to object to those claims
for any reason.

Columbia Sussex and Wimar Tahoe are authorized to terminate any
services being provided to the Debtors under the Service
Agreements as of April 30, 2009.

The Debtors will not be required to make any payment on account of
any services provided after April 30, 2009, provided that Columbia
Sussex will continue to maintain the Debtors' 401(k) Plan through
July 1, 2009, and the Debtors or the Reorganized Debtors, as
applicable, will pay all fees and expenses related to the
maintenance of the 401(k) Plan.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Atlantic City Casino Files to Close Sale
-----------------------------------------------------------------
According to Beth Jinks and Steven Church at Bloomberg News, the
Tropicana casino in Atlantic City, New Jersey, filed for
bankruptcy on April 29 after winning permission to try to sell the
resort to Carl Icahn and a group of other investors.

Bloomberg quoted retired judge Gary Stein as saying that the
bankruptcy should allow an auction of the casino before the end of
June.  Mr. Stein added that bankruptcy is necessary for a "free
and clear" sale of the casino.  Mr. Stein has been appointed by
the New Jersey Casino Control Commission as trustee for the
property, an affiliate of Tropicana Entertainment LLC.

According to Bloomberg, the auction may generate multiple bids.
The report notes that unless a more valuable offer comes in,
lenders including Mr. Icahn, many of whom bought the debt at a
discount, may take over the Atlantic City hotel in exchange for
canceling at least $200 million in Tropicana debt.
A proposed purchase agreement for the Tropicana Atlantic City has
finally been completed by negotiators, pressofAtlanticCity.com
earlier reported.  This could allow a lender group led by Carl C.
Icahn to buy the casino for the bargain price of $200,000,000, PAC
said.

A copy of the proposed purchase agreement was released by the New
Jersey Casino Control Commission, but certain related documents
containing "proprietary financial, operating and marketing
information" have been withheld or redacted, PAC reported.  The
98-page proposed purchase agreement is pending the approval of the
New Jersey gaming regulators.  The gaming regulators will also
need to authorize the sale of Tropicana Atlantic City in a
bankruptcy auction, PAC added.

According to PAC, Tropicana Atlantic City includes 140,000 square
feet of gaming space, 2,129 hotel rooms, and a mall-like retail
and entertainment center called The Quarter.  The Quarter was
built in 2004 and cost $284,000,000, which is higher than the
Icahn group's bid of $200,000,000 for the Tropicana Atlantic City,
PAC noted.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Adamar's Chapter 11 Case Summary
---------------------------------------------------------
Lead Debtor: Tropicana Entertainment, LLC
             740 Centre View Boulevard
             Crestview Hills, KY 41017

Bankruptcy Case No.: 08-10856

Debtor-affiliates filing separate Chapter 11 petitions on April
29, 2009:

        Entity                                     Case No.
        ------                                     --------
Adamar of New Jersey, Inc. dba Tropicana Casino    09-20711
and Resort

Debtor-affiliates filing separate Chapter 11 petitions in 2008:

Entity
------
Adamar Garage Corp.
Adamar of Nevada
Argosy of Louisiana, Inc.
Atlantic-Deauville, Inc.
Aztar Corporation
Aztar Development Corporation
Aztar Indiana Gaming Company, LLC
Aztar Indiana Gaming Corporation
Aztar Missouri Gaming Corporation
Aztar Riverboat Holding Company, LLC
Catfish Queen Partnership in Commendam
Centroplex Centre Convention Hotel, L.L.C.
Columbia Properties Laughlin, LLC
Columbia Properties Tahoe, LLC
Columbia Properties Vicksburg, LLC
CP Baton Rouge Casino, L.L.C.
CP Laughlin Realty LLC
Hotel Ramada of Nevada
Jazz Enterprises, Inc.
JMBS Casino LLC
Ramada New Jersey Holdings Corporation
Ramada New Jersey, Inc.
St. Louis Riverboat Entertainment, Inc.
Tahoe Horizon, LLC
Tropicana Development Company, LLC
Tropicana Enterprises
Tropicana Entertainment Holdings, LLC
Tropicana Entertainment Intermediate Holdings, LLC
Tropicana Express, Inc.
Tropicana Finance Corp.
Tropicana Las Vegas Holdings, LLC
Tropicana Las Vegas Resort and Casino, LLC
Tropicana Real Estate Company, LLC

Type of Business: The Debtors are privately-held gaming
                  entertainment providers in the U.S.  See
                  http://www.tropicanalvsales.com/

Chapter 11 Petition Date: May 5, 2008

Court: District of Delaware (Delaware)

Debtors' Counsel: Mark D. Collins, Esq.
                  Email: collins@RLF.com
                  Richards Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.RLF.com/

Debtors' Consolidated Financial Condition as of February 29, 2008:

Total Assets: $2,845,847,596

Total Debts:  $2,429,890,642

Debtors' 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wilmington Trust Co. (as       Notes                 $995,676,667
successor indenture trustee
for the 9-5/8% Senior
Subordinated Notes due 2014 )
Attn: Patrick J. Healy
Rodney Square North
1100 North Market St.
Wilmington, DE 19890
Tel: (212) 750-6474
Fax: (212) 750-1361

2
Park Cattle Co.                Settlement            $125,000,000
1300 Buckeye Rd. Ste. A
Minden, NV 89423
Tel: (775) 782-2144
Fax: (775) 588-0408

Mapp Construction              Trade                 $3,041,955
344 Third St.
Baton Rouge, LA 70801
Tel: (225) 757-0111
Fax: (225) 757-0480

US Foodservice, Inc.           Trade                 $881,587
3682 Collections Center Dr.
Chicago, IL 60693
Tel: (312) 733-6050
Fax: (312) 733-0738

IGT                            Trade                 $358,267
9295 Prototype Dr.
Reno, NV 89521
Tel: (775) 448-7777
Fax: (775) 448-0719

Bally Gaming, Inc.             Trade                 $308,018
6601 S. Bermuda Rd.
Las Vegas, NV 89119
Tel: (702) 896-7860
Fax: (702) 896-7860

Sierra Pacific Power Co.       Utility               $306,608
875 East Long St.
Carson City, NV 89701
Tel: (800) 782-2506
Fax: (775) 834-4202

Mission Industries             Trade                 $229,342


NV MegaJackpots                Trade                 $223,007


Marcor Remediation, Inc.       Trade                 $219,427

CSG Direct, Inc.               Trade                 $157,979

Wes Design & Supply Co., Ltd.  Trade                 $146,707

Jamestown Metal Marine Sales   Trade                 $132,876

WMS Gaming, Inc.               Trade                 $118,229

Diane Allen and Associates     Trade                 $117,388

Outwest Meat Co.               Trade                 $102,127

Wilkes Group                   Trade                 $101,091

Lamar Cos.                     Trade                 $88,119

Fixture Dimensions, Inc.       Trade                 $88,084

Gaming Support                 Trade                 $83,643

Agilysys NV LLC                Trade                 $79,267

Briggs Electric, Inc.          Trade                 $78,236

Mayer Brown LLP                Trade                 $72,062

Micros Systems, Inc.           Trade                 $71,094

HMR Enterprises, Inc.          Trade                 $65,823

Oswald Promotions              Trade                 $64,989

Vail Resorts, Inc.             Trade                 $61,800

Shuffle Master, Inc.           Trade                 $60,396

Protiviti, Inc.                Trade                 $59,287

News West Publishing Co.       Trade                 $56,877


TRW AUTOMOTIVE: Fitch Cuts Issuer Rating to 'B' on GM Shutdowns
---------------------------------------------------------------
Fitch Ratings has downgraded TRW's ratings:

TRW Automotive Holdings Corp.

  -- Issuer Default Rating to 'B' from 'B+'.

TRW Automotive Inc.

  -- IDR to 'B' from 'B+';

  -- Senior secured revolving credit facility to 'BB-/RR2' from
     'BB/RR2';

  -- Senior secured term loan A facility to 'BB-/RR2' from
     'BB/RR2';

  -- Senior secured term loan B facility to 'BB-/RR2' from
     'BB/RR2';

  -- Senior unsecured notes to 'CCC/RR6' from 'B-/RR6'.

All ratings remain on Rating Watch Negative where they were placed
on Dec. 11, 2008.  The Negative Watch remains in effect due to the
uncertain production or sales ramifications of near-term events at
General Motors and/or Chrysler, including potential bankruptcy
filings.  The ratings cover approximately $4 billion in
outstanding debt.

The downgrades are driven by the further extended shutdowns
scheduled by General Motors later this year, the deteriorating
outlook for auto sales in Europe which accounted for 56% of sales
in 2008, and Fitch's view that TRW will need to seek an amendment
to its credit agreement for covenant relief in 2009.

GM recently announced that it will shut down 13 of its
manufacturing plants in North America during the second and third
quarters of 2009.  The shutdown for some plants may begin as early
as mid-May.  GM is taking more extended summer shutdowns than
usual this year to reduce vehicle inventory which was 767,000 at
the end of March; with this planned shutdown the automaker hopes
to have inventory of 525,000 at the end of July.  The announced
plant closures will challenge all of GM's suppliers including TRW
which received 13.5% of it sales from GM globally in 2008.  TRW
received 9.6% of sales from Chrysler.

If industry conditions worsen through 2009, the company could
pressure its leverage covenants and Fitch expects that TRW will
need to work with its lenders for an amendment later in 2009.
TRW's credit agreement was established in May 2007 and unlike many
other auto suppliers, TRW has not yet had to seek an amendment.
The secured credit facility requires that the net leverage ratio
be no more than 3.75 times (x) as of fourth-quarter 2008 (Q4'08)
until Q3'09; from Q4'09 and beyond it may be no greater than 3.5x.
Fitch expects lenders would be willing to work with TRW to provide
covenant relief given the company's position as a global auto
supplier with a diverse customer mix and product offering.  As
part of any covenant relief, Fitch expects that lenders might
require a reduction in the size of the facility, or additional
restrictions.  Fitch estimates that the current facility might not
get full recovery in a distressed scenario, supporting the
expectation that the facility could be reduced if covenants are
modified.

A potential bankruptcy filing by General Motors and/or Chrysler is
incorporated into the ratings, and further rating actions will
depend on the impact of any filing on GM's and Chrysler's
production, as well as on negotiations with the company's bank
group.  Fitch believes that in the event of a filing by GM or
Chrysler, the U.S. government would provide additional financial
assistance in an attempt to support an orderly bankruptcy.  This
expected support from the government would be done in an effort to
keep the fragile supplier base intact and prevent wider industry
repercussions.  Importantly, the rating remains on Watch Negative
since the supplier base may not withstand the fallout of a General
Motors bankruptcy despite potential efforts to prevent negative
consequences.

In February 2009, TRW announced it drew down the bulk of its $1.4
billion revolving credit facility, and the proceeds were placed on
the balance sheet to build liquidity.  The company indicated that
this was done to provide it with some protection due to the
uncertainty regarding the government's financial support of
General Motors and Chrysler.

TRW's liquidity was ample at the end of 2008, totaling nearly $2.1
billion.  This liquidity consisted of $756 million of cash, $1,113
million of availability under the company's revolving credit
facility, and $249 million under several receivables
securitization facilities.  Fitch also notes that Q4 is a
seasonally high period for cash due to working capital. TRW has no
near-term debt maturities and the revolver extends through 2012.
Fitch calculates leverage (total net debt to operating EBITDA) at
yearend 2008 to be 2.1x.

If TRW wants to improve its liquidity, it could utilize the U.S.
government's supplier support program, which is a program that
Fitch believes to be limited and costly for auto suppliers that
are already operating in a low EBITDA margin environment.  The
support program falls short of the request from the Original
Equipment Suppliers Association for $18.5 billion in relief.

Factors supporting the ratings include TRW's relatively diverse
customer base, a global manufacturing presence, the company's
technology-driven products including products for vehicle safety
which tend to offer better margins and opportunities for growth, a
track record of successfully restructuring before and during the
global automotive slump, and its liquidity position.  TRW also
benefits from the refinancing actions it took in 2007, which
lowered the company's interest costs and extended debt maturities.
Additionally, Fitch believes TRW has the ability to decrease
capital expenditures in 2009, which may be necessary if cash flows
are constrained.  Furthermore, Fitch forecasts modest negative
free cash flow in 2009 under the current auto production
assumptions.

The Recovery Ratings reflect Fitch's recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes.  RRs on the senior secured facilities
(revolving credit facility, Term Loan A, and Term Loan B) were
affirmed with a rating of 'RR2' which implies a recovery in the
range of 71%-90%.  The senior unsecured notes were affirmed with
an RR of 'RR6' which implies a recovery in the range of 0%-10%.
With the downturn in the automotive industry, Fitch's analysis
indicates that the unsecured debt of all of the auto suppliers
Fitch covers falls in the 0%-10% recovery range.

At the end of 2008, Blackstone owned 46% of TRW.


US SHIPPING: Files for Bankruptcy Protection in Manhattan
---------------------------------------------------------
U.S. Shipping Partners L.P. and 26 affiliates filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York.

According to Christopher Scinta at Bloomberg, in March, U.S.
Shipping's lenders approved a forbearance agreement, saying they
wouldn't take action after the Company missed debt payments.

Based in Edison, New Jersey, the Company listed $717.4 million
In assets and $606.6 million in debt.  Jefferies & Co. was listed
as the largest unsecured creditor with a $2.25 million claim.

According to Bloomberg, U.S. Shipping, a transporter of oil,
petrochemicals and commodities, follows Armada (Singapore) Pte,
London-based Britannia Bulk Holdings Inc. and its Danish unit,
Denmark Britannia Bulkers A/S, in seeking court protection after a
92% plunge in commodity shipping rates last year.

                About U.S. Shipping Partners L.P.

U.S. Shipping Partners L.-- http://www.usslp.com/-- provides
long-haul marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.

The Troubled Company Reporter reported on Feb. 2, 2009, that
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit and other ratings on U.S. Shipping Partners L.P.

S&P lowered all ratings on U.S. Shipping to 'D' on Jan. 6, 2009,
after the company's announcement on Jan. 5, 2009, that it was in
default under the terms of its senior credit agreement, after
failing to make principal and interest payments due on Dec. 31,
2008.


US SHIPPING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: U.S. Shipping Partners L.P.
        399 Thornall Street, 8th Floor
         Edison, NJ 08837

Bankruptcy Case No.: 09-12711

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
USS Product Carriers LLC                           09-12712
USS Product Manager LLC                            09-12713

Other Debtor-affiliates filing subject to Chapter 11 petitions but
with no case numbers assigned yet:

USS Product Manager LLC
US Shipping General Partner LLC
U.S. Shipping Operating LLC
ITB Baltimore LLC
ITB Groton LLC
ITB Jacksonville LLC
ITB Mobile LLC
ITB New York LLC
ITB Philadelphia LLC
USS Chartering LLC
USCS Chemical Chartering LLC
USCS Chemical Pioneer, Inc.
USCS Charleston Chartering LLC
USCS Charleston LLC
USCS ATB LLC
USS ATB 1 LLC
USS ATB 2 LLC
USS ATB 3 LLC
USS ATB 4 LLC
USCS Sea Venture LLC
USS M/V Houston LLC
USS JV Manager Inc.
USS PC Holding Corp.
U.S. Shipping Finance Corp.
USS Vessel Management LLC

Type of Business: The Debtors offer marine transportation
                  services for refined petroleum products in
                  the United States.

                  See http://www.usslp.com/

Chapter 11 Petition Date: April 29, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Alfredo R. Perez, Esq.
                  alfredo.perez@weil.com
                  Weil Gotshal & Manges
                  700 Louisiana, Suite 1600
                  Houston, TX 77002
                  Tel: (713) 546-5040
                  Fax: (713) 224-9511

The Debtors' financial conditions as of September 30, 2008:

Total Assets: $717,443,000

Total Debts: $606,534,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jeffries & Company             trade             $2,250,000
520 Madison Avenue
12th Floor
New York, NY 10022
Vendor #542761
Hamish Norton
Tel: (212) 323-3330
     (212) 284-2300
Fax: (917) 421-1941

Paul Gridley                   trade             $977,343
370 Seventh Avenue
Suite 1128
New York, NY 10036
Vendor #
Tel: (212) 400-6370

Albert Bergeron                trade             $852,500
1 Alan Drive
Short Hills, NJ 07078
Tel: (732) 673-0102

Guarino & Cox, LLC             trade             $401,519

Intercontinental Engr-MFG      trade             $154,100
Corp.

State of California - Board    government        $113,391
of Equalization

I.C.I.                         trade             $33,147

Grainger, Inc.                 trade             $29,552

Electronic Marine Systems,     trade             $25,801
Inc.

Brady Marine Repair Co.        trade             $25,536

Mackay Communications Inc.     trade             $20,951

American Ship Repair           trade             $20,661
Company Inc.

Ashland Chemical/Drew          trade             $15,026
Marine

Fire Protection Service Inc.   trade             $14,582

Radio Holland USA, Inc.        trade             $14,160

Alpha Mar Co. - I.M.W.         trade             $12,476

Bludworth Marine               trade             $12,202

Man Diesel North America Inc.  trade             $10,094

Valley Power Products, Inc.    trade             $9,990

Aspen Controls Inc.            trade             $9,250

W & O Supply Inc.              trade             $7,936

Eagle Insulations              trade             $7,567

Schat Harding                  trade             $7,232

ABS Oil Testing Services       trade             $7,090

Telemar USA LLC                trade             $6,752

Wilson Walton International    trade             $6,227
Inc.

West Coast Valve Services      trade             $6,100

Swiss Diesel, Inc.             trade             $5,360

Arm Marine Supply, LLC         trade             $4,602

Hydraulic & Automation         trade             $4,500
Controls, Inc.

The petition was signed by Ronald L. O'Kelley, president and chief
executive officer.


US STEEL: S&P Downgrades Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including its corporate credit rating, on Pittsburgh-
based United States Steel Corp. to 'BB' from 'BB+'.  The ratings
were removed from CreditWatch with negative implications where
they were placed on April 16, 2009.  The outlook is stable.

At the same time, Standard & Poor's assigned a 'BB' issue level
rating (same level as the corporate credit rating) and '3'
recovery rating to the company's proposed $300 million senior
convertible notes due 2014, issued under the company's shelf
registration filed on March 6, 2007.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.  Proceeds from the proposed notes,
combined with a concurrent offering of 18 million shares of common
stock, will be used to repay outstanding bank debt and other
general corporate purposes.

"The downgrade reflects our 2009 operating assumption that given
the challenging steel industry conditions, 2009 revenues for the
company could be down by as much as 50% compared with 2008,
resulting in a financial profile that is no longer consistent with
the prior rating," said Standard & Poor's credit analyst Marie
Shmaruk.  "Moreover, given the unpredictable timing of a rebound
and S&P's expectations for a long, slow recovery, improvements
thereafter will likely result in credit metrics that S&P would
consider to be more consistent with a 'BB' rating."  Specifically,
S&P estimate that if revenues improved by 20% and EBITDA margins
approximated 7% in 2010, both still reflective of a very weak
steel market, adjusted debt to EBITDA will remain more than 5x and
funds from operations about 20%, levels more appropriate for a
'BB' rating.  Although in S&P's view U.S. Steel has taken steps to
adjust its operations in response to market conditions and ensure
liquidity (including reducing capital spending and its dividend,
shuttering capacity, suspending share repurchases, and executing
capital markets transactions), it is S&P's assessment that
measures taken to date will unlikely be sufficient to improve
financial metrics to levels consistent with a 'BB+' rating before
2011.

Ratings on U.S. Steel Corp. reflect the integrated steel
producer's capital-intensive operations, exposure to highly
cyclical and competitive markets, a high degree of operating
leverage, and aggressive financial leverage (including underfunded
post-retirement benefit obligations).  The ratings also reflect
the company's good liquidity, good scope and breadth of product
and operations, and benefits of its backward integration into iron
ore and coke production.

The outlook is stable.  Despite S&P's expectation that operating
conditions during the next several quarters will remain difficult
for the company, as well as for others operating in the steel
sector, resulting in a very weak financial profile and credit
metrics for U.S. Steel, the company has taken significant steps to
enhance its liquidity position, which S&P expects at this time
should be sufficient to fund operations through the current
downturn.  However, a negative rating action could result from the
combination of a more pronounced or prolonged downturn in the
steel sector than currently factored into the rating, S&P's
assessment of operating prospects as 2009 progresses and the
company's liquidity position deteriorates at less than $1 billion
as a result of needing to fund continued operating losses.  A
revision of the outlook to positive would likely be contingent
upon a sustained improvement in market conditions allowing the
company to improve its adjusted debt to EBITDA to less than 4x and
funds from operations to total debt of more than 30%.


VENETIAN MACAU: Bank Debt Sells at 31% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
68.64 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 1.69
percentage points from the previous week, the Journal relates.
The loan matures May 25, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B- rating.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands is a borrower traded in the secondary market at 56.73
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 1.80
percentage points from the previous week, the Journal relates.
The loan matures on May 1, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and S&P's B- rating.

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


VICTOR OOLITIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Victor Oolitic Stone Company
        7850 South Victor Pike
        Bloomington, IN 47402

Bankruptcy Case No.: 09-05786

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Victor Oolitic Holdings, Inc.                      09-05787

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Henry A. Efroymson, Esq.
                  ICE MILLER LLP
                  One American Square, Suite 2900
                  Indianapolis, IN 46282-0200
                  Tel: (317) 236-2397
                  Fax: (317) 592-4643
                  Email: henry.efroymson@icemiller.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
M&I Marshall & Ilsley Bank,         Trade Debt       $53,000,000
as Administrative Agent
135 North Pennsylvania Street
Indianapolis, IN 46204-2400

Freeport Loan Fund LLC                 Loan           18,200,000
c/o Freeport Financial LLC
500 West Madison, Suite 1710
Chicago, IL 60661

The Parthenon Group              Consultation Fees       195,889
200 State Street
Boston, MA 02109

Ropes & Gray                         Legal Fees           60,000

McGladrey & Pullen, LLP              Trade Debt           23,500

RSM McGladrey, Inc.                  Trade Debt           8,1500

Landers Explosives, Inc.             Trade Debt            5,863

BTI Crushed Stone Sales              Trade Debt            5,191

John J. Barry                        Trade Debt            3,547

Stillions Sawmill                    Trade Debt            2,828

Stone Belt Freight Lines, Inc.       Trade Debt            1,913

United Parcel Service                Trade Debt            1,362

Fort Dearborn Life                   Trade Debt            1,349

Verizon Wireless                     Trade Debt            1,330

Hawkins Bailey Warehouse, Inc.       Trade Debt            1,043

Quill Corporation                    Trade Debt              778

MacAllister Machinery                Trade Debt              775

Valley Electric Supply Co.           Trade Debt              721

Kirby Risk Supply Co.                Trade Debt              699

Industrial Serv. & Supply, Inc.      Trade Debt              638


VITAMIN SHOPPE: Sales Growth Cues Moody's to Retain 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service said Vitamin Shoppe Industries, Inc.'s
ratings, including the B3 corporate family rating, and the
positive outlook remain unchanged, reflecting the company's
continued sales growth and earnings improvement, but also its
sizeable store opening program, high financial leverage and the
maturity of the revolving credit facility within the rating
horizon.

The last rating action on Vitamin Shoppe was on May 9, 2008, when
Moody's affirmed the B3 corporate family rating and changed the
outlook to positive from stable.

Vitamin Shoppe, headquartered in North Bergen, New Jersey, retails
vitamins, minerals, and nutritional supplements through direct
marketing (catalogue and internet) and 414 stores located in 37
states and the District of Columbia.  Net revenues for the fiscal
year ended December 27, 2008 were nearly $602 million.


WASHINGTON MUTUAL: Sues JPMorgan on Control of $4 Bil. in Deposits
------------------------------------------------------------------
Bankruptcy Law360 reports that Washington Mutual Inc. fired back
at JPMorgan Chase & Co. with its own lawsuit in a dispute over
control of more than $4 billion in demand deposits currently being
held by JPMorgan Chase.

Washington Mutual is asking the U.S. Bankruptcy Court for the
District of Delaware to declare that JPMorgan Chase has no ground
for withholding the more than $4 billion in demand deposits.

According to Bloomberg's Bill Rochelle, WaMu's complaint
emphasizes how JPMorgan Chase took all the banks' assets in
exchange for assuming liabilities to the banks' depositors.  WaMu
contends that JPMorgan Chase "wrongfully withheld" its cash assets
under spurious claims based on setoff or a security interest in
the WaMu accounts.

Keeping the $4 billion in deposits would be "an enormous windfall
of unprecedented dollar amounts" for JPMorgan Chase, even beyond
the $1.9 billion that WaMu says was a "fire-sale" price.

Bill Rochelle notes that three separate lawsuits are now on file
involving bank holding company Washington Mutual and its efforts
to recover property lost in September when its bank subsidiaries
were taken over by the Federal Deposit Insurance Corp. and
immediately transferred JPMorgan Chase for $1.9 billion.

According to the report, WaMu said last week that it can't
formulate a Chapter 11 plan until disputes with JPMorgan Chase and
the FDIC are resolved.  Recovering the $4 billion is the
"foundation" for a Chapter 11 plan, WaMu said.

Washington Mutual filed suit in March against the FDIC in U.S.
District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

JPMorgan, which acquired Washington Mutual Bank, has filed an
adversary complaint against Washington Mutual and WMI Investment
Corp., and Federal Deposit Insurance Corporation, seeking (i) to
ensure that it is not divested of the assets and interests
purchased in good faith from the FDIC, as receiver for WMB; and
(ii) for indemnification and recovery against the Debtors for
certain liabilities that may be asserted against JPMorgan, as
successor by merger to WMB, pursuant to a Purchase and Assumption
Agreement dated September 25, 2008, with the FDIC.

The Troubled Company Reporter said on April 14, 2009, that a
pretrial conference will be held on May 20, 2009, at 11:30 a.m.,
relating to the Complaint.

The TCR reported on March 27, 2009, that the Debtors filed a
lawsuit against the FDIC, in its corporate capacity and in its
capacity as the receiver of WMB.  The Lawsuit, filed before the
United States District Court for the District of Columbia, is in
light of the FDIC's disallowance of the Debtors' claims,
aggregating more than $13.6 billion.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WATERFORD WEDGWOOD: U.S. Affiliate Files to Liquidate
-----------------------------------------------------
Waterford Wedgwood Finance Inc., filed a petition in New York on
April 24 for liquidation under Chapter 7 where a trustee was
appointed, Bloomberg's Bill Rochelle said.

Waterford Wedgwood Finance is an affiliate of Dublin-based
Waterford Wedgwood Plc.  Bloomberg states that the Dublin parent
went into receivership in January.  The U.K. and Irish affiliates
were sold in March to KPS Capital Partners LP.

The petition listed assets of $131 million against debt of
$447 million.


WESTGATE PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Westgate Properties, Ltd.
        PO Box 2255
        Sandusky, OH

Bankruptcy Case No.: 09-32764

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Westgate Development Co., LLC                  09-32766

Chapter 11 Petition Date: April 28, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Jonathan P. Blakely, Esq.
                  Bernlohr Wertz, L.L.P.
                  The Nantucket Building
                  23 S. Main Street, Third Floor
                  Akron, OH 44308
                  Tel: (330) 434-1000
                  Fax: (330) 434-1001
                  Email: jblakely@b-wlaw.com

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

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

A full-text copy of Westgate Properties' petition, including its
list of 10 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ohnb09-32764.pdf

The petition was signed by Joseph F. Yost, III, managing member of
the Company.


WL HOMES: Discloses $372-Mil. in Assets, $911-Mil. in Debts
-----------------------------------------------------------
WL Homes LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware, their schedules of
assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  WL Homes LLC (Lead Debtor)    $372,211,417    $910,904,787
  Laing Texas LLC                 $6,670,631      $7,289,804
  WL Texas LP                     $4,380,461      $4,608,154
  JLH Realty and Construction     $1,455,162         $15,645
  WL Homes Texas LLC                $332,490        $332,910
  JLH Arizona Construction          $232,755        $270,577

Copies of WL Homes, et al.'s SALs are available at:

  http://bankrupt.com/misc/WLHomes.SAL.pdf
  http://bankrupt.com/misc/LaingTexas.SAL.pdf
  http://bankrupt.com/misc/WLTexas.SAL.pdf
  http://bankrupt.com/misc/JLHRealty.SAL.pdf
  http://bankrupt.com/misc/WLHomesTexas.SAL.pdf
  http://bankrupt.com/misc/JLHArizona.SAL.pdf

The Debtors say their books and records have not been audited,
thus they cannot warrant the absolute accuracy of these documents.
To the extent additional information becomes available, the
Debtors will amend and supplement the schedules accordingly.

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between $500 million and
$1 billion.


WL HOMES: Emaar Commitment to Provide DIP Loans Extended to May 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has further
extended to May 7, 2009, WL Homes and its debtor-affiliates'
authority to use proceeds of their post-petition financing from
Emaar America Corporation under the Court's First Interim Order
dated February 24, 2009.

The commitment of Emaar America to provide financing under the
First Interim Order is also amended such that the commitment will
terminate if the final order is not entered by May 9, 2009, or the
Debtors fail to confirm a Plan by that date.

The final hearing to consider final approval of the Debtors'
request for up to $30,884,000 in DIP financing is scheduled for
May 7, 2009, at 11:00 a.m. prevailing Eastern time.

Pursuant to the First Interim Order, proceeds of the DIP Facility
will be used solely for (a) working capital and general corporate
purposes, (b) payment of costs of administration of the Chapter 11
cases, (c) payment of interest and fees under the DIP Financing
Agreements, (d) payments of costs and expenses of the DIP Lender
in connection with the Chapter 11 cases, and (e) if approved at
the Final Hearing, the repayment of the pre-petition secured
obligations, in strict compliance with a budget.

As security for the DIP facility, DIP Lender was granted a first
priority lien on certain tangible and intangible property of each
Debtor that is unencumbered or encumbered only by the pre-petition
liens.

A copy of the amended DIP Operating Budget is available for free
at http://bankrupt.com/misc/WL.DIPBudget.pdf

As reported in the Troubled Company on February 26, 2009, Judge
Brendan Shannon authorized the Debtors to access, on an interim
basis, $5,287,000 in debtor-in-possession financing under the DIP
Credit Agreement dated Feb. 18, 2009, with Emaar America
Corporation as lender.  Emaar America's parent Dubai-based Emaar
Properties PJSC acquired WL Homes in 2006 for $1.05 billion cash,
according to Bloomberg's Bill Rochelle.

The DIP facility will incur interest at Prime Rate plus 1% per
annum.  In addition, the facility has a maximum duration of 12
months, subject to certain early termination provisions, such as
for defaults and the Debtors' termination of the commitment.

                     Pre-Petition Obligations

The Debtors' prepetition obligations consist of a secured note in
the principal amount $5,884,000 in favor of Emaar America and
unsecured obligations aggregating $401,400,000 in principal in
favor of Emaar America and Emaar Hungary KFT.

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between $500 million and
$1 billion.


WYNDHAM WORLDWIDE: Moody's Downgrades Senior Ratings to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service downgraded Wyndham Worldwide
Corporation's senior unsecured ratings to Ba2, and assigned a Ba1
Corporate Family rating and Ba1 Probability of Default rating.

The downgrade reflects Moody's concerns that Wyndham's earnings
will drop and remain constrained for a more prolonged period
relative to past economic downturns due to factors that continue
to negatively impact consumer discretionary spending.  These
include such things as high and rising unemployment, and depressed
home and equity values.  Therefore, there is a distinct
possibility that consumers will continue to cut back on travel
services such as those provided by Wyndham, and that the company's
earnings could remain at depressed levels into 2010.
Additionally, Wyndham's liquidity cushion has eroded and the
company is reliant on the structured finance market to securitize
consumer loans made to purchasers of its vacation ownership (e.g.
timeshare) product.  Moody's notes that Wyndham has taken steps to
downsize its vacation ownership business, thereby reducing its
reliance on the structured finance market.  Nevertheless, the
company remains exposed to this market at a time of significant
market stress.  The company's timeshare conduit facility is
scheduled to be renewed in November 2009 which supports the
timeshare business.  In light of these challenges, Wyndham is more
appropriately positioned in the Ba1 Corporate Family rating
category.

The senior unsecured rating is rated one notch below the CFR due
to the existence of a secured revolving credit facility for the
company's Australian timeshare business which ranks ahead of the
company's unsecured debt.

The ratings consider Wyndham's leading market share in each of its
three business segments, and the high margins and low capital
intensity of its hotel franchise and vacation exchange and rental
segments.  This helps to offset some of the risk of the lower
margin and more capital intensive vacation ownership (e.g.
"timeshare") segment.  Key credit concerns include continued
access to the securitization market to recycle timeshare
receivables and risks associated with extending credit to
purchasers of vacation ownership intervals.

The rating outlook is stable reflecting Moody's expectation that
Wyndham will take steps to increase availability under its $900
revolving credit facility and that the company's credit metrics
will remain in line with a Ba1 rating despite earnings pressure.

Wyndham Worldwide Corporation

Ratings downgraded, and LGD assessments assigned:

  -- Senior unsecured bonds to Ba2, (LGD 4, 64%) from Baa3

Ratings assigned:

  -- Corporate Family rating at Ba1
  -- Probability of Default rating at Ba1

Moody's last rating action on Wyndham was on December 18, 2008
when the company's ratings were downgraded to Baa3 and placed on
review for further possible downgrade.

Wyndham Worldwide Corporation operates in three segments of the
hospitality industry -- lodging, vacation exchange and rental, and
vacation ownership.  The company operates well known brand names
such as, Wyndham Hotels & Resorts, Ramada, Days Inn, and RCI,
among others.  Annual revenues exceeded $4 billion in 2008.


YRC WORLDWIDE: Loan Amendments Permit Debt for Equity Swaps
-----------------------------------------------------------
YRC Worldwide Inc. and certain of its subsidiaries entered into
Amendment No. 4 to their credit agreement dated as of August 17,
2007, with JPMorgan Chase Bank, National Association, as agent,
and the other lenders.

The Credit Agreement continues to provide the Company with a
$950 million senior revolving credit facility, including sublimits
available for borrowings under certain foreign currencies and for
letters of credit, and a senior term loan in an aggregate
outstanding principal amount of roughly $111.5 million.

Prior to the loan amendments, YRC Worldwide subsidiaries YRC Inc.,
USF Holland Inc., and New Penn Motor Express, Inc., were working
to finalize discussions with the International Brotherhood of
Teamsters, representatives of multi-employer defined benefit
pension funds to which the Company contributes; and JPMorgan.  The
Company sought to provide certain of the Company's real estate as
collateral to the Pension Funds in lieu of making payments of
contributions for certain to-be-agreed-upon months.  Depending on
employment levels -- which, in turn, are driven by freight levels
and seasonal changes in those levels -- the Company makes multi-
employer pension contributions of $34 million to $45 million per
month.  The Company had said it does not expect any agreed-upon
transactions to impact the current or future benefits of employees
participating in these Pension Funds.

The Company also sought for its lenders under the Credit Agreement
to permit the release of specified real estate to secure deferred
Pension Fund payments as a non-mutually exclusive alternative to
allowing the Company to sell real estate or enter into
sale/leaseback transactions.  The Company has said it believes the
alternatives can allow the Company to utilize the real estate to
its maximum benefit as opportunities arise.

Accordingly, the Credit Agreement Amendment includes:

   -- permits the Company and its subsidiaries to defer the
      payment of certain of their multiemployer benefit fund
      contributions to a date no earlier than January 1, 2010;

   -- permits the Company and its subsidiaries to grant first
      priority liens on identified owned real property to secure
      the Deferred Payments;

   -- permits subsidiary guarantors under the Credit Agreement to
      guarantee the Deferred Payments solely to the extent that
      such subsidiary guarantors own any real property subject to
      a permitted lien securing the Deferred Payments;

   -- prohibits the Company and its subsidiaries from voluntarily
      making any Deferred Payment prior to August 15, 2009, except
      for payments solely with net cash proceeds from the sale of
      collateral securing the Deferred Payments;

   -- decreases the amount of net cash proceeds from the Specified
      Sale and Leaseback Transaction (as defined in the Credit
      Agreement) which may be retained by the Company by an amount
      proportionate to the net book value of the collateral
      securing the Deferred Payments; provided, that such
      reduction shall not exceed $50.0 million;

   -- reduces the permitted asset sale basket for the fiscal year
      ending December 31, 2009 by an amount proportionate to the
      net book value of the collateral securing the Deferred
      Payments; provided, that such reduction shall not exceed
      $50.0 million; and

   -- allows the Company to undertake debt for equity swaps and to
      pay certain indebtedness with the net cash proceeds from the
      issuance of equity.

                    About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs roughly 58,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to
negative from positive.  The CreditWatch revision reflects weak
conditions in the less-than-truckload sector.  "Despite YRC's
ongoing integration of the Yellow Transportation and Roadway
networks and cost-saving initiatives, its first-quarter financial
results were weaker than expected.  Further, S&P expects declining
tonnage and industry overcapacity to continue to put pressure on
earnings for the duration of 2009," said Standard & Poor's credit
analyst Anita Ogbara.  This raises concerns that the company may
not be able to meet its recently amended bank covenants.  The
company's success in securing the amendments was the basis for
S&P's revising the CreditWatch implications on the ratings to
positive from developing on Feb. 17, 2009.


YRC WORLDWIDE: Signs Sale/Leaseback Deal with Estes Express
-----------------------------------------------------------
YRC Inc. and USF Reddaway, Inc., each a subsidiary of YRC
Worldwide Inc., entered into real estate sales contracts with
Estes Express Lines on April 22, 2009, to sell and simultaneously
lease back a pool of such subsidiaries' facilities located
throughout the United States, including facilities originally a
part of the transaction with NATMI Truck Terminals, LLC.

The aggregate purchase price for the subject facilities is roughly
$32 million and initial annual lease payments for the subject
facilities would be roughly $2.9 million in the aggregate.  The
terms of the New Estes Contracts and related leases are consistent
with the terms of the Prior Estes Contracts.  The Company expects
to close the sale and leaseback transactions under the New Estes
Contracts during the second quarter of 2009, subject to the
satisfaction of normal and customary due diligence and related
conditions, including Estes' right to terminate each Contract in
its sole discretion during the inspection period, and the ability
of the subsidiaries to obtain lien releases from JPMorgan Chase
Bank, National Association, the collateral agent to the Company's
credit agreement dated August 17, 2007, as amended.

The New Estes Contracts are in addition to the real estate sales
contracts entered into on February 13, 2009, between Estes and
subsidiaries of the Company for an aggregate purchase price of
roughly $122 million.

               Other Sale and Financing Leasebacks

On April 23, 2009, YRC Inc., USF Holland Inc. and New Penn Motor
Express, Inc., entered into real estate sales contracts with new
investors to sell and simultaneously lease back a pool of the such
subsidiaries' facilities located throughout the United States,
including a facility originally a part of the transaction with
NATMI.  The aggregate purchase price for the subject facilities is
roughly $70 million and initial annual lease payments for the
subject facilities would be roughly $6.1 million in the aggregate.
The Company expects to close the sale and leaseback transactions
under the Sale Contracts during the second quarter of 2009,
subject to the conditions for the New Estes Contracts.

                NATMI Sale and Financing Leasebacks

The Company and NATMI entered into a Real Estate Sales Contract,
effective December 19, 2008, as amended, pursuant to which certain
subsidiaries of the Company would sell and simultaneously lease
back a pool of facilities located throughout the United States.

The aggregate purchase price for the subject facilities was
roughly $150.4 million, of which $111 million was closed during
the first quarter of 2009.  The Company and NATMI have agreed to
modify the NATMI Contract to remove certain facilities that have
not closed and extend the closing date for certain facilities with
an aggregate purchase price of roughly $16 million.  The Company
expects to close on these facilities during the second quarter of
2009, subject to the conditions for the New Estes Contracts.

                    About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs roughly 58,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to
negative from positive.  The CreditWatch revision reflects weak
conditions in the less-than-truckload sector.  "Despite YRC's
ongoing integration of the Yellow Transportation and Roadway
networks and cost-saving initiatives, its first-quarter financial
results were weaker than expected.  Further, S&P expects declining
tonnage and industry overcapacity to continue to put pressure on
earnings for the duration of 2009," said Standard & Poor's credit
analyst Anita Ogbara.  This raises concerns that the company may
not be able to meet its recently amended bank covenants.  The
company's success in securing the amendments was the basis for
S&P's revising the CreditWatch implications on the ratings to
positive from developing on Feb. 17, 2009.


YRC WORLDWIDE: Posts $257.4 Million Net Loss for 1st Quarter 2009
-----------------------------------------------------------------
YRC Worldwide Inc. posted a net loss of $257.4 million for the
three months ended March 31, 2009.  YRC Worldwide reported cash,
cash equivalents and restricted cash of $266 million at March 31,
2009.  YRC Worldwide had $3.63 billion in total assets and $3.41
billion in total liabilities.

The Company reported a loss per share for the first quarter 2009
of $2.63, excluding significant charges, and a loss per share of
$4.34 when including the charges.  The company's loss per share in
the first quarter of 2008 was $0.82.

"We made significant investments in our company during the first
quarter to enhance our position in the market and improve our
future operating performance," stated Bill Zollars, Chairman,
President and CEO of YRC Worldwide.  "Unfortunately, the economy
progressively weakened throughout the quarter making it more
challenging to get ahead of the volume declines.  With that said,
the March 1 integration of our national networks allowed us to
remove substantial capacity and reset the volume needs of our
network, while significantly enhancing our service offering to the
customer."

The company raised $176 million of cash through sale and financing
leaseback transactions and sales of excess properties during the
first quarter.  On April 22, 2009, the company entered into
additional sale and financing leaseback agreements with Estes
Express Lines for $32 million. When combined with the company's
previous transactions with Estes, it results in an expected total
of approximately $150 million during 2009.

"We remain pleased with the number of investors who are interested
in our very attractive real estate and the long-term lease
commitments that we are able to negotiate," stated Tim Wicks,
Executive Vice President and CFO of YRC Worldwide. "We will
continue to evaluate these opportunities and enter agreements as
they make sense from a financial and operational perspective."

Segment Information

Key segment information for the first quarter 2009 compared to the
first quarter 2008 included:

     * YRC National Transportation total tonnage per day down
29.5% and total revenue per hundredweight, including fuel
surcharge, down 6.5%.

     * YRC Regional Transportation total tonnage per day down
about 22%, when adjusting for the network changes in the first
quarter 2008, and down 27.7% without adjusting for the network
changes. Total revenue per hundredweight, including fuel
surcharge, down 8.6%.

"Our volumes were impacted by multiple factors, most notably the
economy and business diversion due to customer anxiety surrounding
the integration of Yellow and Roadway," said Zollars. "Some
customers have already returned business, which was temporarily
diverted, but it is difficult to predict at what levels or how
quickly the rest will come back."

"During this unprecedented economic recession, we remain focused
on key business initiatives and making strategic decisions to
enhance our position in the market," stated Mr. Zollars.  "We have
integrated our national networks, fundamentally reduced our
infrastructure, and lowered our breakeven point, while enhancing
service.  We remain on track to remove a run-rate of over $600
million of costs that should position us well when the economy
improves."  Mr. Zollars continued by saying, "Our limited
visibility to the economy makes it challenging to provide specific
earnings guidance, though we will give you updates as the line of
sight becomes more clear."

The company continues to expect gross capital expenditures of
about $130 million in 2009 with $100 million of cash proceeds from
sales of excess properties. In addition, sale and financing
leaseback transactions are expected to generate around $350
million of proceeds in 2009.

                    About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs roughly 58,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on YRC Worldwide Inc. (CCC/Watch Neg/--) to
negative from positive.  The CreditWatch revision reflects weak
conditions in the less-than-truckload sector.  "Despite YRC's
ongoing integration of the Yellow Transportation and Roadway
networks and cost-saving initiatives, its first-quarter financial
results were weaker than expected.  Further, S&P expects declining
tonnage and industry overcapacity to continue to put pressure on
earnings for the duration of 2009," said Standard & Poor's credit
analyst Anita Ogbara.  This raises concerns that the company may
not be able to meet its recently amended bank covenants.  The
company's success in securing the amendments was the basis for
S&P's revising the CreditWatch implications on the ratings to
positive from developing on Feb. 17, 2009.


* Chairman Bair Says FDIC Should Have Broader Resolution Powers
---------------------------------------------------------------
Sheila C. Bair, chairman of the Federal Deposit Insurance Corp.,
said the FDIC should have broader powers to take over and close a
variety of financial institutions to prevent taxpayers from
shouldering the losses on firms deemed too big to fail.

"The FDIC's resolution powers are extremely effective when a
smaller bank fails.  But they fall short when it comes to very
large financial organizations.  Why? The main problem is that we
don't have the ability to resolve bank holding companies.  We can
only resolve the insured depository institution within the holding
company," Chairman Bair said at The Economic Club of New York on
April 27.

Ms. Bair explained that when a failing bank is part of a large,
complex holding company, many of the essential services for the
bank's operations lie in other parts of the company, outside the
FDIC's reach.  The loss of essential services can make it
difficult to run the bank, she said.

According to Ms. Bair, the FDIC resolution mechanism has worked in
prior eras, when the vast majority of financial activity occurred
inside insured depository institutions.

"The reality is the bulk of the financial activity which has
driven the current crisis falls outside of FDIC insured banks. The
past 25 years have seen vast changes in how credit is provided and
in the types of firms which provide financial intermediation," she
said.

"Unfortunately, our laws for dealing with financial crises have
not kept pace with these changes. As a consequence, we have very
different laws to resolve the different parts of a financial firm.
This makes a coordinated resolution of entire financial
organizations -- which may or may not include an FDIC insured bank
-- almost impossible."

Ms. Bair said the bankruptcy process simply does not work for
large, systemically important financial institutions in a way that
can preserve stability and avoid disruptions in the financial
system.

Ms. Bair further noted that because of the complex network of
corporate relationships, holding companies often wield critical
control over bank and non-bank subsidiaries, as well as mutually
dependent business activities.  It's not unusual for many
corporate services to operate in both the insured and non-insured
affiliates, without regard to legal separation.

"In some cases, the insured depository may be so dependent on its
holding company that it is difficult, if not impossible, to
operate without holding company cooperation.  This can hamstring
the FDIC and our ability to preserve the bank's franchise value,
and minimize losses to the Deposit Insurance Fund (which is our
number one mandate)," Ms. Bair said.

"Taking control of just the bank is not a practical solution. A
basic change to give us the ability to resolve both banks and
their holding companies would remove a key limitation in the tools
we currently have to deal with non-viable large institutions."

Ms. Bair also noted that the FDIC's resolution powers don't apply
to financial firms that are not depository institutions.  The
firms -- like bank holding companies -- must be resolved through
bankruptcy.

"This can be a messy business in the case of systemically
important non-bank financial firms.  Bankruptcy is designed to
protect the interests of creditors, not to prevent a meltdown of
the financial system when a systemically important financial firm
gets into trouble," Ms. Bair continued.  "When a firm is placed
into bankruptcy, an automatic stay is put on most creditor claims
to allow management time to develop a reorganization plan.  This
can create liquidity problems for creditors who must wait to get
their money.  For financial firms, bankruptcy can trigger a rush
to the door, as counterparties to derivatives contracts exercise
their rights to immediately terminate the contracts, net out their
exposures, and sell any supporting collateral."

According to Ms. Bair, the goal should be to create a new
resolution process that imposes losses on the appropriate parties
without interrupting essential operations.  Bankruptcy doesn't
meet these objectives, she said.

"For instance, the FDIC has special resolution authority to
prevent immediate close-out netting and settlement of an insured
depository's financial contracts. We have 24 hours after
appointment as receiver to decide whether to transfer the
contracts to another bank or to an FDIC-operated bridge bank . . .
or to cancel the contracts.  This remedial authority prevents
instability and contagion, which is what you can get from a
bankruptcy.  The lack of a resolution mechanism has required the
government to improvise for each individual situation, making it
very difficult to address systemic problems in a coordinated
manner," she said.

"On top of that, there is the matter of fairness.  There needs to
be a clearly laid out process in place.  Government should not be
in the business of arbitrarily picking winners and losers.  And
smaller banks shouldn't be subject to one regime, while larger
institutions and non-banks are subject to another.  Investors and
creditors have lacked strong incentives to perform due diligence
because of the perception that these institutions are so large and
complex that the government would have to bail them out. And they
were absolutely right."

According to Ms. Bair, what's needed is a new way to unwind the
big institutions.  When the public interest is at stake, the
resolution process should support an orderly unwinding of the
institution in a way that protects the broader economy and the
taxpayer, not just private financial interests, she said.

Better and smarter regulation is also needed, she said.

Ms. Bair cited the "good bank" -- "bad bank" model for resolving
troubled financial institutions.

"Under this scenario, you'd take over the troubled firm, imposing
losses on stockholders and unsecured creditors. Viable portions of
the firm would be placed into the 'good bank' using a structure
similar to the FDIC's bridge bank.  The nonviable or troubled
portions of the firms would remain behind in a 'bad bank,' and
would be unwound or sold over time, she explained.

"The cost of the bad bank would be partially paid for by the
losses imposed on the stockholders and unsecured creditors. Any
additional costs would be borne by assessments on other
systemically risky firms. This has the benefit of quickly
recognizing the losses in the firm and beginning the process of
cleaning up the mess.

"The stockholders and managers of some big banks might not like
this process. They might prefer a too-big-to-fail subsidy or
investment from the government. (And some regulators might fear it
because it would give an independent body the ability to close
institutions for which they are responsible.)

Ms. Bair also said a new resolution authority could include
assessments on larger firms to fund a reserve that would be tapped
to absorb losses for a failure.  "I believe it's only fair that
the industry that benefits should pay . . . just as banks pay for
deposit insurance," she said.


* Home Prices Fall Again in February, Though at Slower Rate
-----------------------------------------------------------
Bloomberg's Bill Rochelle reports that according to S&P/Case-
Shiller index released April 28, the decline in home prices abated
in February for the first time since 2007.

Mr. Rochelle relates that February's 18.6% decline from a year
earlier compares with the 19% drop in the previous month. The
index has fallen every month since January 2007.

According to Bloomberg, prices in February were down 2.2% from the
previous month.  The source notes that in January, the month-to-
month decline was 2.8 percent.  Prices in all 20 cities in the
S&P/Case-Shiller index fell in February, Bloomberg relates.
Phoenix had the largest decline with 35%, followed by Las Vegas
with 32% and San Francisco with 31%.

The S&P/Case-Shiller index may be accessed at:

http://www2.standardandpoors.com/spf/pdf/index/SA_CSHomePrice_Hist
ory_042841.xls


* Ex-Energy Dept. General Counsel David Hill Joins Sidley Austin
----------------------------------------------------------------
Sidley Austin LLP last week said David R. Hill, former General
Counsel of the U.S. Department of Energy, will join the firm as a
partner and co-head of Sidley's global energy practice, resident
in its Washington, D.C. office.  Mr. Hill will also play a leading
role in Sidley's environmental and climate change practices.

Mr. Hill served DOE as General Counsel and Regulatory Policy
Officer from August 2005 to January 2009, and as Deputy General
Counsel for Energy Policy from March 2002 to August 2005.  In
those positions, he provided counsel in DOE's four primary mission
areas -- energy, environmental management, science and national
defense -- on a wide range of legal and policy matters, including
legislation, rulemaking, litigation, procurement and policy
development.

"Very few energy lawyers have the experience and have earned the
respect that David has," said Carter Phillips, managing partner of
Sidley's Washington, D.C. office.  "For the past seven years, he
has been at the forefront of the major legal and policy
discussions involving energy, environment, climate change, clean
tech, resource development and financing sustainable and renewable
resources from both domestic and global perspectives."

Mr. Hill was one of the principal authors of the regulations and
solicitations for the multi-billion dollar Loan Guarantee Program
for innovative energy projects, which was established by Title
XVII of the Energy Policy Act of 2005.  He also had significant
input into DOE's analysis of the loan and grant programs
established by the Energy Independence and Security Act of 2007.

Mr. Hill had many key roles in connection with the Department's
electricity, energy efficiency and renewable energy, nuclear and
environmental programs and policies.  He was significantly
involved in the Department's designation of National Interest
Electric Transmission Corridors under new authority provided to
DOE in the Energy Policy Act of 2005, and worked extensively with
DOE's four Power Marketing Administrations, which together market
more than 20,000 megawatts of electric power and operate thousands
of miles of electric transmission facilities.  He had a key role
in many of DOE's nuclear programs, including the development of
regulations for the program to provide risk insurance for new
nuclear power plants.  He worked extensively on the Department's
energy efficiency and renewable energy programs, including the
promulgation of new energy efficiency standards for consumer
appliances and industrial equipment.  In the environmental area,
Mr. Hill played a lead role for DOE in interagency teams
developing and writing major Clean Air Act and other environmental
policies and regulations, including with respect to greenhouse gas
emissions. He also had supervisory responsibility for the
Department's compliance with the National Environmental Policy
Act.

Mr. Hill will join Sidley's team of experienced energy and
environmental professionals who represent a diverse range of
clients before the Federal Energy Regulatory Commission,
Environmental Protection Agency (EPA), the U.S. Departments of
Energy, Transportation, State and Commerce, federal and state
courts and state regulatory commissions. The team includes Roger
Martella, who served EPA as General Counsel from 2006 to 2008
before rejoining Sidley in July 2008.

"David is a great addition to our practice, and I welcome him as
co-head of the energy group.  His enormous range and depth of
experience will enhance and expand our service to clients in
regulatory, litigation and corporate matters. David will also
assist clients in dealing with the changing landscape of energy
and environmental regulations and in taking advantage of new
funding opportunities, among other areas," said Eugene Elrod, head
of Sidley's global energy practice.

"I am excited to be joining Sidley," said Mr. Hill. "Sidley has an
outstanding team of lawyers in the environment, energy, corporate,
litigation and international practice areas, and I look forward to
working with them."

Mr. Hill received his J.D., cum laude, Order of the Coif, from
Northwestern University School of Law, where he was editor-in-
chief of the Northwestern University Law Review, and his B.S.,
magna cum laude, from the University of Missouri. Prior to joining
DOE, Mr. Hill was a partner in private practice in major law firms
in Washington, D.C. and Kansas City where he focused on energy
matters.

Sidley Austin LLP is one of the world's largest full-service law
firms, with more than 1800 lawyers practicing in 16 U.S. and
international cities, including Beijing, Brussels, Frankfurt,
Geneva, Hong Kong, London, Shanghai, Singapore, Sydney and Tokyo.
Every year since 2003, Sidley has been named to Legal Business'
Global Elite, its designation for the 18 firms "that define the
pinnacle of the legal profession." BTI, a Boston-based consulting
and research firm, has named Sidley to their Client Service Hall
of Fame as one of only two law firms to rank in the Client Service
Top 10 for seven years in a row, and to the BTI Power Elite as one
of only seven law firms demonstrating the best client
relationships for the fourth consecutive year.


* James Seery Jr. Joins Sidley Austin's Bankruptcy Practice
-----------------------------------------------------------
Sidley Austin LLP said James P. Seery, Jr., formerly Managing
Director of Barclays Capital, has joined as a partner in the
firm's Corporate Reorganization and Bankruptcy practice, resident
in the New York office.

Prior to joining Barclays Capital, Mr. Seery was the Global Head
of Lehman Brothers' Fixed Income Loan Business. In that position,
he was responsible for managing the Lehman Brothers Fixed Income
investment grade and high yield loan businesses and the
distribution and trading of loan products through a network of
senior trading and sales professionals in the U.S. and Europe.

"We are very pleased to have Jim join us," said James Conlan, who,
with Larry Nyhan, chairs Sidley's firmwide Corporate
Reorganization and Bankruptcy practice.  "We are committed to
expanding our share, and remaining on the leading edge, of the
national and global restructuring practice.  The addition of Jim
Seery is a further demonstration of that commitment.  Jim is well
known within the inner circles of sophisticated restructuring
professionals, and he will be a powerful addition to our team.
His experience and reputation as a bankruptcy lawyer and as an
investment banker in and around large scale restructuring provides
Jim with a truly unique perspective and skill set among
restructuring and bankruptcy lawyers."

Prior to managing the Lehman Brothers' loan business in 2005, Mr.
Seery was a senior member of the Lehman distressed group
responsible for investing and managing proprietary distressed
positions.  From 2000 to 2003, Mr. Seery ran Lehman Brothers'
restructuring and workout businesses with responsibility for
management of distressed corporate investments made by Lehman
Brothers as well as financings originated or held by Lehman
Brothers.  In that position, he played key roles in designing and
realizing on many of Lehman's more complicated and successful
distressed investments and restructurings, including, Lehman
Brothers' investments in Regal Cinemas' bank and bond debt, as
well as the exit facility, United Companies' subordinated debt,
the Pacific Gas and Electric holding company senior rescue
financing and restructuring and the highly successful Williams
Companies senior secured rescue financing, among others.

David Kurtz, global co-head of the Restructuring Group of Lazard
Freres & Co. LLC, said, "Jim's deep experience and considerable
talents are well known and highly respected. His hiring will
further strengthen what is widely regarded as one of the top
restructuring law firms."

"Sidley's restructuring practice is widely recognized as one of
the top practices of its kind," said Mr. Seery.  "I look forward
to joining Jim and Larry, as well as the rest of my colleagues, to
continue my work on restructurings in private practice."

Sidley's corporate reorganization practice is one of the largest
in the world and is comprised of more than 150 lawyers resident in
the firm's Chicago, London, Los Angeles, New York and Washington,
D.C. offices. Tribune Companies, Smurfit-Stone Container,
Merisant, Federal-Mogul, Budget Car Rental, and Owens-Corning are
examples of major restructurings led by Sidley.  While the firm is
involved in all aspects of restructuring for various
constituencies, Sidley's role is typically a major one.  The
largest component of the practice is acting as lead counsel to the
Company and the second largest is acting as lead counsel to the
senior debt syndicate.  Large companies are often cross border
companies and Sidley is one of a small number of firms that lead
in the area of cross border restructuring.

Mr. Seery received his J.D. from New York Law School, magna cum
laude, and his B.A. from Colgate University.  In 1999, he was
selected as one of the Top Restructuring Lawyers in the U.S. Under
40 by Turnarounds and Workouts.  He spent nearly a decade in
private practice before joining the Lehman High Yield business in
1999.

Sidley Austin LLP is one of the world's largest full-service law
firms, with more than 1800 lawyers practicing in 16 U.S. and
international cities, including Beijing, Brussels, Frankfurt,
Geneva, Hong Kong, London, Shanghai, Singapore, Sydney and Tokyo.
Every year since 2003, Sidley has been named to Legal Business'
Global Elite, its designation for the 18 firms "that define the
pinnacle of the legal profession." BTI, a Boston-based consulting
and research firm, has named Sidley to their Client Service Hall
of Fame as one of only two law firms to rank in the Client Service
Top 10 for seven years in a row, and to the BTI Power Elite as one
of only seven law firms demonstrating the best client
relationships for the fourth consecutive year.


* Perry Mandarino Joins PricewaterhouseCoopers
----------------------------------------------
PricewaterhouseCoopers LLP (PwC) reports that Perry Mandarino has
joined the firm's U.S. Restructuring and Recovery practice as a
partner and will serve on the leadership team along with PwC
partners Paul Ellis and Cyrus Pardiwala.  PwC's Restructuring and
Recovery practice offers fully integrated financial and
operational services to help clients find practical solutions to
complex operating issues, develop strategies to improve profit and
cash flow and maximize value for stakeholders.  Mr. Mandarino
brings deep restructuring and bankruptcy sector experience to the
practice.

"Clearly now more than ever, businesses need to think proactively
about how potential disruptions could affect their businesses, and
in turn, how they can minimize the negative effects of such events
while preserving value," said Mr. Ellis.

Mr. Pardiwala added, "We look forward to working with Perry as we
continue to grow our restructuring services group and provide
services to help our clients through every stage of financial and
operational difficulty. Perry brings a wealth of practical
experience and creativity to the restructuring market in the U.S."

New hire Perry Mandarino has advised over 300 clients in the areas
of strategic planning, complex debt restructurings, preparation of
turnaround and business plans, cash flow analyses, preference
investigations, fraud and fraudulent conveyance investigations,
collateral evaluation and claims resolution.  He has assisted
companies in the negotiation, development and implementation of
Plans of Reorganization, and has a broad range of restructuring
and bankruptcy industry experience, including retail,
distribution, communications, business services, manufacturing,
healthcare, construction and real estate companies.  Mr. Mandarino
previously served as a senior managing director of Traxi, LLC, as
a managing director in restructuring at the investment bank
Berenson Minella & Co., and a partner in the Global Corporate
Finance-Corporate Restructuring Group of Arthur Andersen LLP.

"Given the rapidly changing economic climate, businesses are now
contemplating a variety of highly complex transactions," said
Perry Mandarino.  "PwC is responding to this growing need -- our
goal is to help clients be as well-positioned as possible for the
future."

PricewaterhouseCoopers' restructuring and recovery services
professionals work with companies and their stakeholders prior to
and during times of crisis to restore the performance and value of
the business.  PwC professionals help develop contingency and
turnaround business plans and forecasts, advise on liquidity
management and margin enhancement, and evaluate loan covenants and
debt capacity.  The practice also helps clients (companies,
investor groups or individual creditors) during the bankruptcy
restructuring process to maximize the value of their particular
position.  With early involvement, and a focus on the key
operational and financial areas requiring restructuring, PwC can
assist in navigating the challenges facing healthy and troubled
companies and their investors.

                  About PricewaterhouseCoopers

PricewaterhouseCoopers -- http://www.pwc.com-- provides industry-
focused assurance, tax and advisory services to build public trust
and enhance value for its clients and their stakeholders.  More
than 155,000 people in 153 countries across our network share
their thinking, experience and solutions to develop fresh
perspectives and practical advice.

"PricewaterhouseCoopers" refers to PricewaterhouseCoopers LLP, a
Delaware limited liability partnership, or, as the context
requires, the PricewaterhouseCoopers global network or other
member firms of the network, each of which is a separate and
independent legal entity.


* Simpson Thacher Expands Representation on Behalf of Debtors
-------------------------------------------------------------
Simpson Thacher, long known for representing senior lenders in
major bankruptcies, has recently grown its representation on
behalf of debtors.  The firm is also counsel to Qimonda Richmond
LLC, the U.S. subsidiary of German semiconductor parts
manufacturer Qimonda AG, which filed for Chapter 11 protection in
late February.

The firm recently added noted bankruptcy and restructuring partner
Sandeep (Sandy) Qusba to its ranks.   Simpson Thacher also
recently represented UBS as lead agent in an $8 billion debtor-in-
possession financing for bankrupt Lyondell Chemical Co., in what
was reportedly the largest DIP facility on record.

In addition to Mr. Ziman, Elisha Graff, a senior associate, played
a key role on bankruptcy matters, and Senior Counsel Soogy Lee led
the financing aspects of the engagement.  In addition, the Simpson
Thacher team advising Motor Coach included partners Mary Beth
Forshaw, Bryce Friedman (litigation), Gary Horowitz (corporate),
Steven Todrys (tax) and Andrea Wahlquist (executive compensation &
employee benefits).


* Sonnenschein Accidentally Discloses Rates for Treasury Work
-------------------------------------------------------------
Bankruptcy Law360 reports that because of a redacting error,
Sonnenschein Nath & Rosenthal LLP's rates for its work on behalf
of the U.S. Department of the Treasury related to the struggling
auto industry are no longer a secret.  The report says the firm's
partners are charging the government up to $645 an hour, and
associates billing around $355 an hour.

According the report, on Monday, the firm's contract, posted
online, made public what the partners were charging the federal
government per hour.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Video Communications, Inc.
   Bankr. N.D. Calif. Case No. 09-30994
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/canb09-30994p.pdf
         See http://bankrupt.com/misc/canb09-30994c.pdf

In Re Basmar LLC
       aka Miami Grille
   Bankr. S.D. Calif. Case No. 09-05168
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/casb09-05168.pdf

In Re Anthony Alan Cucuzza
       ods Cucuzza Construction, Inc.
       dba Anthony Homes Ltd.
       ods Pinewood Property, Inc.
       mem Vincent Development, LLC
       mem Forest Plaza Management, LLC
      Judith Zeolla Cucuzza
       ods Pinewood Property, Inc.
       ods Frontier Designs, Inc.
   Bankr. D. Colo. Case No. 09-17060
      Chapter 11 Petition filed April 21, 2009
            See http://bankrupt.com/misc/cob09-17060p.pdf
            See http://bankrupt.com/misc/cob09-17060c.pdf

In Re Cafe Bleu Restaurant and Lounge, Inc.
   Bankr. N.D. Ga. Case No. 09-70279
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/ganb09-70279.pdf

In Re 4 Seasons Tire and Auto, Inc.
   Bankr. N.D. Ill. Case No. 09-14042
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/ilnb09-14042.pdf

   In Re Andy's Tire Shop, Inc.
      Bankr. N.D. Ill. Case No. 09-14045
         Chapter 11 Petition filed April 21, 2009
            See http://bankrupt.com/misc/ilnb09-14045.pdf

In Re Prototech Engineering, Inc.
   Bankr. N.D. Ill. Case No. 09-14074
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/ilnb09-14074.pdf

In Re Thundervision, LLC,
       d/b/a Louisiana Homes & Gardens
   Bankr. E.D. La. Case No. 09-11145
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/laeb09-11145p.pdf
         See http://bankrupt.com/misc/laeb09-11145c.pdf

In Re Call & Wait Auto Inc.
   Bankr. D. Mass. Case No. 09-13462
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/mab09-13462.pdf

In Re Paul Waznis
   Bankr. D. Mass. Case No. 09-13467
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/mab09-13467.pdf

In Re Creative Image Advertising & Design, Inc.
   Bankr. E.D. N.Y. Case No. 09-72755
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/nyeb09-72755.pdf

In Re Twin Lakes Country Club
   Bankr. N.D. Ohio Case No. 09-51628
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/ohnb09-51628.pdf

In Re Eva J. Simpson
   Bankr. E.D. Pa. Case No. 09-12929
      Chapter 11 Petition filed April 21, 2009
         Filed as Pro Se

In Re Gia Fernandez
   Bankr. E.D. Pa. Case No. 09-12930
      Chapter 11 Petition filed April 21, 2009
         Filed as Pro Se

In Re Hobbs Trucking Company, Inc.
   Bankr. E.D. Tenn. Case No. 09-12461
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/tneb09-12461p.pdf
         See http://bankrupt.com/misc/tneb09-12461c.pdf

In Re Jose Roberto De la Cruz
       dba Javelina Steel
       aka Robert De la Cruz
      Magdalena De la Cruz
       aka Maggie De la Cruz
   Bankr. S.D. Tex. Case No. 09-70296
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/txsb09-70296.pdf

In Re GMT, Inc.
   Bankr. E.D. Va. Case No. 09-71603
      Chapter 11 Petition filed April 21, 2009
         See http://bankrupt.com/misc/vaeb09-71603.pdf

In Re Ontario International Investment Corp.
   Bankr. C.D. Calif. Case No. 09-17750
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/cacb09-17750.pdf

In Re Quest Home Loans Inc.
   Bankr. C.D. Calif. Case No. 09-11450
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/cacb09-11450.pdf

In Re Brickell Bay 5-100, LLC
   Bankr. S.D. Fla. Case No. 09-17426
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/flsb09-17426.pdf

In Re Sparky's Enterprises, Inc.
   Bankr. D. Mass. Case No. 09-13538
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/mab09-13538.pdf

In Re Cadillac Lodging, Inc.
   Bankr. W.D. Mich. Case No. 09-04769
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/miwb09-04769.pdf

In Re 44 Brushy Neck Ltd.
   Bankr. E.D. N.Y. Case No. 09-72777
      Chapter 11 Petition filed April 22, 2009
         Filed as Pro Se

In Re Flowers for Entertaining, LTD.
   Bankr. S.D. N.Y. Case No. 09-12456
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/nysb09-12456.pdf

In Re HR Electric Company, Inc.
   Bankr. S.D. N.Y. Case No. 09-22647
      Chapter 11 Petition filed April 22, 2009
         Filed as Pro Se

In Re Double South, Inc.
   Bankr. W.D. Pa. Case No. 09-22847
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/pawb09-22847.pdf

In Re John F. Burke
   Bankr. W.D. Pa. Case No. 09-22832
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/pawb09-22832.pdf

In Re Marlowe Law Offices PLLC
   Bankr. M.D. Tenn. Case No. 09-04512
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/tnmb09-04512.pdf

In Re Hammoud, Inc.
   Bankr. W.D. Tex. Case No. 09-11004
      Chapter 11 Petition filed April 22, 2009
         See http://bankrupt.com/misc/txwb09-11004.pdf

In Re Victor Elias Trujillo
      Michelle Marie Trujillo
   Bankr. D. Ariz. Case No. 09-08297
      Chapter 11 Petition filed April 23, 2009
         Filed as Pro Se

In Re Isaac Estrada Guillen
      Norma Alicia Guillen
   Bankr. C.D. Calif. Case No. 09-19352
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/cacb09-19352.pdf

In Re O M A Fellowship Inc.
       fka Corporation O M A
   Bankr. C.D. Calif. Case No. 09-19488
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/cacb09-19488.pdf

In Re Olfelia Castellanos Trustee of the Castellanos Family Trust
   Bankr. C.D. Calif. Case No. 09-13584
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/cacb09-13584.pdf

In Re West Coast Auto Supply Inc.
   Bankr. C.D. Calif. Case No. 09-14614
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/cacb09-14614.pdf

In Re Napier's Log Cabin Horse & Animal Sanctuary, Inc.
   Bankr. M.D. Fla. Case No. 09-07964
      Chapter 11 Petition filed April 23, 2009
         Filed as Pro Se

In Re Roger Lee Perkerson
   Bankr. M.D. Fla. Case No. 09-07976
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/flmb09-07976.pdf

In Re Double Nickel, Inc.
       dba Farmer Girl Restaurant
   Bankr. S.D. Fla. Case No. 09-17511
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/flsb09-17511.pdf

In Re La Veredita II LLC
   Bankr. S.D. Fla. Case No. 09-17497
      Chapter 11 Petition filed April 23, 2009
         Filed as Pro Se

In Re Cleary Pallett Sales, Inc.
   Bankr. N.D. Ill. Case No. 09-71617
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/ilnb09-71617.pdf

In Re Godland Corporation
   Bankr. N.D. Ill. Case No. 09-14499
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/ilnb09-14499.pdf

In Re Martinique Day Spa, Inc.
   Bankr. N.D. Ill. Case No. 09-14586
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/ilnb09-14586.pdf

In Re N.K.C. Custom Apparel, Inc.
   Bankr. W.D. Mo. Case No. 09-41790
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/mowb09-41790.pdf

In Re The Chop Shop, LLC
      dba Reno Chop Shop
   Bankr. D. Nev. Case No. 09-51206
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/nvb09-51206.pdf

In Re Tuscarora Rigging, Inc.
   Bankr. M.D. Pa. Case No. 09-03075
      Chapter 11 Petition filed April 23, 2009
         See http://bankrupt.com/misc/pamb09-03075.pdf

In Re Gilberto Marquez Martinez
       aka Gilbert Marquez
   Bankr. D. P.R. Case No. 09-03190
      Chapter 11 Petition filed April 23, 2009
         Filed as Pro Se

In Re Ryanscrest Trust
   Bankr. W.D. Wash. Case No. 09-42761
      Chapter 11 Petition filed April 23, 2009
         Filed as Pro Se

In Re 20/21 Enterprises, Inc.
       aka Zig Zag Enterprises
   Bankr. N.D. Ala. Case No. 09-81668
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/alnb09-81668.pdf

In Re Mark Daniels
   Bankr. E.D. Ark. Case No. 09-12885
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/areb09-12885.pdf

In Re El Veasta Lampley
   Bankr. C.D. Calif. Case No. 09-13687
      Chapter 11 Petition filed April 24, 2009
         Filed as Pro Se

In Re Marvin Patrick Morris
   Bankr. N.D. Calif. Case No. 09-53067
      Chapter 11 Petition filed April 24, 2009
         Filed as Pro Se

In Re Eagle Recovery, Inc.
       fdba Eagle Recovery and Transport, Inc.
   Bankr. M.D. Fla. Case No. 09-08086
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/flmb09-08086.pdf

In Re On-Call Nursing Agency and Associates of New Orleans, Inc.
   Bankr. E.D. La. Case No. 09-11188
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/laeb09-11188.pdf

In Re Frankie Lynn Rasberry
      Tamela Murphy Rasberry
       aka Tamela Renee Hunnell
   Bankr. W.D. La. Case No. 09-80494
      Chapter 11 Petition filed April 26, 2009
         See http://bankrupt.com/misc/lawb09-80494.pdf

In Re Gary J. Rubenstein, D.C., Inc.
   Bankr. W.D. La. Case No. 09-80489
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/lawb09-80489.pdf

In Re Keith Bradley Kramer
   Bankr. E.D. Mich. Case No. 09-52903
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/mieb09-52903p.pdf
         See http://bankrupt.com/misc/mieb09-52903c.pdf

In Re Dynasty Towers, LLC
   Bankr. D. Nev. Case No. 09-16293
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/nvb09-16293.pdf

   In Re Westland Group, LLC
      Bankr. D. Nev. Case No. 09-16294
         Chapter 11 Petition filed April 24, 2009
            See http://bankrupt.com/misc/nvb09-16294.pdf

In Re Serena R. Smith Enterprises, Inc.
       dba Curves
       dba Curves for Women
       dba Curves for Women Franklinton
       dba Curves Franklinton
   Bankr. E.D. N.C. Case No. 09-03384
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/nceb09-03384.pdf

In Re All Seasons Bistro, LLC
   Bankr. W.D. Mich. Case No. 09-04884
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/miwb09-04884.pdf

In Re SignCo, Inc.
   Bankr. E.D. Tenn. Case No. 09-32317
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/tneb09-32317p.pdf
         See http://bankrupt.com/misc/tneb09-32317c.pdf

In Re Tascali's, Inc.
   Bankr. S.D. W.Va. Case No. 09-30314
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/wvsb09-30314.pdf

In Re Bruce Allen Davis Sr.
      Judith Lee Davis
   Bankr. W.D. Wash. Case No. 09-13973
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/wawb09-13973.pdf

In Re Day & Nite Plumbing & Heating Inc.
    Bankr. W.D. Wash. Case No. 09-13972
      Chapter 11 Petition filed April 24, 2009
         See http://bankrupt.com/misc/wawb09-13972.pdf

In Re Clarissa May Clavecilla Merchan
      Robin Ng Go
   Bankr. N.D. Calif. Case No. 09-43420
      Chapter 11 Petition filed April 25, 2009
         See http://bankrupt.com/misc/canb09-43420.pdf

In Re Hammonton Food Services, Inc.
       dba Burger King
   Bankr. D. N.J. Case No. 09-20411
      Chapter 11 Petition filed April 26, 2009
         See http://bankrupt.com/misc/njb09-20411.pdf

   In Re English Creek Food Services, Inc.
      Bankr. D. N.J. Case No. 09-20412
         Chapter 11 Petition filed April 26, 2009

In Re John Ray
       aka John Ray Enterprises LLC
   Bankr. N.D. Ala. Case No. 09-41195
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/alnb09-41195.pdf

In Re George O'Neal
      Marilyn O'Neal
   Bankr. S.D. Ala. Case No. 09-11872
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/alsb09-11872.pdf

In Re Alder Heights Limited Partnership
   Bankr. D. Ariz. Case No. 09-08595
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/azb09-08595.pdf

   In Re Alder Heights II Limited Partnership
      Bankr. D. Ariz. Case No. 09-08593
         Chapter 11 Petition filed April 27, 2009
            See http://bankrupt.com/misc/azb09-08593.pdf

In Re Murphy Ray Kittrell, Jr.
   Bankr. D. Ariz. Case No. 09-08537
      Chapter 11 Petition filed April 27, 2009
         Filed as Pro Se

In Re Myo Swe Chang
      Cassandra Suwana Chang
   Bankr. E.D. Calif. Case No. 09-28073
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/caeb09-28073.pdf
         See http://bankrupt.com/misc/flsb09-16796c.pdf

In Re Alise Lacosse
   Bankr. N.D. Calif. Case No. 09-43441
      Chapter 11 Petition filed April 27, 2009
         Filed as Pro Se

In Re Keysbound, Inc.
   Bankr. S.D. Ind. Case No. 09-05676
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/insb09-05676.pdf

In Re Backstage Essentials, Inc.
   Bankr. E.D. La. Case No. 09-11201
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/laeb09-11201.pdf

In Re Mark Adrian Wittie
   Bankr. E.D. La. Case No. 09-11198
      Chapter 11 Petition filed April 27, 2009
         Filed as Pro Se

In Re Dwayne A. White
   Bankr. D. Mass. Case No. 09-13650
      Chapter 11 Petition filed April 27, 2009
         Filed as Pro Se

In Re Ronald Howard Siegel
   Bankr. D. N.J. Case No. 09-20505
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/njb09-20505.pdf

In Re Damtown Stone & Drilling, Inc.
   Bankr. N.D. N.Y. Case No. 09-61120
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/nynb09-61120.pdf

In Re NY New Seasons Kitchen, Inc.
   Bankr. S.D. N.Y. Case No. 09-12612
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/nysb09-12612.pdf

In Re S & R Dental Laboratories of Shelby, Inc.
   Bankr. W.D. N.C. Case No. 09-40337
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/ncwb09-40337.pdf

In Re 2103 N7, LP
   Bankr. M.D. Pa. Case No. 09-03187
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/pamb09-03187.pdf

In Re Johnny L. Burdette
       dba Burdette's Construction
      Beverly K. Burdette
   Bankr. D. S.C. Case No. 09-03170
      Chapter 11 Petition filed April 27, 2009
         Filed as Pro Se

In Re Hunters Grove Court Joint Venture
   Bankr. W.D. Tex. Case No. 09-11036
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/txwb09-11036.pdf

In Re SNH Services LP
   Bankr. W.D. Tex. Case No. 09-51504
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/txwb09-51504.pdf

In Re I.B. Restaurant, Inc.
   Bankr. E.D. Va. Case No. 09-13277
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/vaeb09-13277.pdf

In Re Michael Dale Drummond
       dba Mike's Air Conditioning Service
      Angela Burgett Drummond
   Bankr. N.D. Ala. Case No. 09-81715
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/alnb09-81715.pdf

In Re Manuel M. Sanchez
      Rosa Isela Sanchez
   Bankr. D. Ariz. Case No. 09-08754
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/azb09-08754.pdf

In Re A A K SK Electronic Corporation
       dba AAK Corporation
       dba Electronic Outlet
       dba EOSS Health Plaza
       dba EOSS
       dba Sanrio
       dba EOSS Electronic
   Bankr. C.D. Calif. Case No. 09-14794
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/cacb09-14794.pdf

In Re Gary J. Rossi
   Bankr. N.D. Calif. Case No. 09-31079
      Chapter 11 Petition filed April 28, 2009
         Filed as Pro Se

In Re Black Contractors United Foundation of Illinois
   Bankr. N.D. Ill. Case No. 09-15213
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/ilnb09-15213.pdf

In Re James A. Meredith
   Bankr. N.D. Ill. Case No. 09-15131
      Chapter 11 Petition filed April 28, 2009
         Filed as Pro se

In Re SL Financial of MA, LLC
   Bankr. N.D. Ill. Case No. 09-15082
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/ilnb09-15082p.pdf
         See http://bankrupt.com/misc/ilnb09-15082c.pdf

In Re Dean Alden Baker
       dba Midway Transpo
       dba Revocable Living Trust of Dean A. Baker
   Bankr. N.D. Ind. Case No. 09-31916
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/innb09-31916.pdf

In Re E Technology Services Inc.
   Bankr. E.D. N.Y. Case No. 09-43382
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/nyeb09-43382p.pdf
         See http://bankrupt.com/misc/nyeb09-43382c.pdf

In Re Easy Street Cafe Inc.
   Bankr. E.D. N.Y. Case No. 09-72966
      Chapter 11 Petition filed April 28, 2009
         Filed as Pro Se

In Re Keuka Capital Inc.
   Bankr. W.D. N.Y. Case No. 09-21092
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/nywb09-21092.pdf

In Re Curb, Gutter & Sidewalk, Inc.
   Bankr. W.D. N.C. Case No. 09-31038
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/ncwb09-31038.pdf

In Re GGD Corporation
   Bankr. W.D. Pa. Case No. 09-23012
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/pawb09-23012.pdf

In Re JD & RM, Inc.
      dba Jezebel
   Bankr. W.D. Pa. Case No. 09-23022
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/pawb09-23022p.pdf
         See http://bankrupt.com/misc/pawb09-23022c.pdf

In Re Achieve Online Inc.
   Bankr. E.D. Wash. Case No. 09-02385
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/waeb09-02385p.pdf
         See http://bankrupt.com/misc/waeb09-02385c.pdf

In Re Vic Jensen and Sons Inc.
   Bankr. W.D. Wash. Case No. 09-14050
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/wawb09-14050p.pdf
         See http://bankrupt.com/misc/wawb09-14050c.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

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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.

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