TCR_Public/090504.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 4, 2009, Vol. 13, No. 122

                            Headlines


ACADEMICA CHARTER: S&P Withdraws 'BB' Rating on 2004-A Bonds
ACCREDITED HOME: To Wind-Down of Operations, Files for Bankruptcy
ACCREDITED HOME: Case Summary & 30 Largest Unsecured Creditors
ADVANTA BANK: S&P Cuts Rating to 'B-' From 'B'
ADVANTA CAPITAL: S&P Cuts Preferred Stock Rating to 'C' From 'CCC'

ADVANTA CORP: Poor Profitability Cues Fitch to Junk Ratings
ADVANTA CORP: Moody's Downgrades Senior Unsec. Rating to 'Caa3'
ADVANTA CORP: Weak Financial Performance Cues S&P's Junk Rating
AFFIRMATIVE INSURANCE: Moody's Confirms 'B3' Senior Secured Rating
AIH ACQUISITIONS: Voluntary Chapter 11 Case Summary

AMERICA WEST BANK: Cache Valley Bank Assumes All Deposits
AMERICAN EXPRESS: S&P Downgrades Preferred Stock Rating to 'BB'
AMERICAN INT'L: CEO Had $1 Salary in '08, Execs at Par With Market
AMES DEPARTMENT: Court Extends Solicitation Period to October 29
ASARCO LLC: Asbestos Groups Cry Foul on Nonpayment of Legal Costs

ASARCO LLC: Disclosure Statement Hearing Moved; AMC Has Rival Plan
ASARCO LLC: Files 4th Amended Plan & Disclosure Statement
ASARCO LLC: Gets Open-Ended Deadline to Remove Civil Actions
ASARCO LLC: Judge Says Settlements Should Stay in Bankruptcy Court
BANK OF AMERICA: Directors Remain Firm on Backing CEO K. Lewis

BERNARD L. MADOFF: Court Okays Sale to Castor Pollux for $25.5MM
BERNARD L. MADOFF: Irving Picard Sues Stanley Chais & Family
BLACK ANGUS HOLDINGS: Case Summary & 22 Largest Unsec. Creditors
BRODER BROS: Lenders Grant Covenant Relief; Financials Due May 26
CARAUSTAR INDUSTRIES: May 8 Deadline to Submit Refinancing Plan

CARE FOUNDATION: June 30 Deadline for Proofs of Claim Set
CCS CORPORATION: Moody's Downgrades Long-Term Ratings to 'B3'
CHARLES J. JONES: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER CANADA: DBRS Keeps Lease and Loan Securitizations Ratings
CHRYSLER FINANCIAL: DBRS Junks and Places Ratings Under Review

CHRYSLER INSURANCE: A.M. Best Puts 'B++' FS Rating Under Review
CHRYSLER LLC: SAA Analysts Warn of Increased Supplier Bankruptcies
CHRYSLER LLC: U.S. Govt. Expects Fiat Alliance to Close June 27
CHRYSLER LCC: Updated Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Wants Chapter 11 Cases Jointly Administered

CHRYSLER LLC: Seeks Extension of Deadline to File Schedules
CHRYSLER LLC: Seeks to Enforce Automatic Stay on Creditors
CHRYSLER LLC: UAW to Present Ratified Deals to Bankruptcy Court
CHRYSLER LLC: Various Parties' Statement on Bankruptcy Filing
CHRYSLER LLC: S&P Downgrades Corporate Credit Rating to 'D'

CHRYSLER LLC: Moody's Downgrades Default Rating To 'D'
CHRYSLER LLC: Court Okays Over $46 Million in Payments to Workers
CHRYSLER LLC: U.S. Trustee Sets May 5 Meeting to Form Committee
CHRYSLER LLC: Chapter 11 Bankruptcy Filing May Affect GM Debt Deal
CHRYSLER LLC: Seeks Superpriority for Jones Day's Fees

CHRYSLER LLC: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'
CHRYSLER LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
CHRYSLER LLC: DBRS Downgrades ratings to 'D', With Negative Trent
CHRYSLER LLC: Moody's Cuts Rating to 'D' on Chapter 11 Filing
CHRYSLER LLC: Moody's Comments on Implications of Chap. 11 Filing

CINCINNATI BELL: Limits Number of their Share of Common Stock
CITIGROUP INC: Asserts $75MM Adequate Protection Claim vs. Lehman
CITIGROUP INC: May Have to Raise $10 Million in New Capital
CITIZENS COMMUNITY: N.J. Community Bank Assumes All Deposits
CLASS ACTS MANAGEMENT: Voluntary Chapter 11 Case Summary

CINCINNATI BELL: Limits Number of their Share of Common Stock
DANIEL B. SELLERS: Case Summary & 8 Largest Unsecured Creditors
DAVID MOTOR: Case Summary & 20 Largest Unsecured Creditors
DECODE GENETICS: Nasdaq Reviews Delisting Notice, Halts Suspension
DELTEK INC: March 31 Balance Sheet Upside-Down by $48.8 Million

DOUGLAS JOHNSON: May Sell Jet Boat and Polaris Vehicle to D. Weber
DPMK COLONIAL LLC: Case Summary & 2 Largest Unsecured Creditors
E*TRADE FINANCIAL: DBRS Confirms Senior Rating at B (High)
EDWARD H. JOHNSON: Voluntary Chapter 11 Case Summary
EMPIRE EQUITIES CAPITAL: Case Summary & 6 Largest Unsec. Creditors

ENERGY PARTNERS: Files for Bankruptcy; Noteholders to Support Plan
EUROFRESH INC: Need to Fix Debt Load, Not Labor Woes, Cued Filing
EXTENDED STAY: May File for Chapter 11 Bankruptcy Protection
FIRST NATIONAL: Fitch Downgrades Issuer Default Rating to 'BB+'
FITNESS HOLDINGS: Can Conduct Closing Sales at 41 Add'l Stores

FITNESS HOLDINGS: Disclosure Statement Hearing Continued to May 19
FLINTKOTE COMPANY: Wants Plan Filing Period Extended to August 31
FLOWSERVE CORPORATION: Moody's Lifts Corp. Family Rating to 'Ba2'
FLYING J: Chapter 11 Plan Filing Period Extended Until June 24
FLYING J: Can Obtain Up to $7.5 Million in Interim DIP Loans

FOOTHILLS RESOURCES: Files Schedules of Assets and Liabilities
FOOTHILLS RESOURCES: Wants DIP Facility Extended to August 29
FORD MOTOR: Hopes for Quick Bankruptcy for Chrysler
FORT DEARBORN: S&P Raises Long-Term Corporate Credit Rating to 'B'
FRANK EDWARD OSTRAND: Case Summary & 8 Largest Unsec. Creditors

GENERAL MOTORS: Canada's Sales in April Drop 23.6% from '08 Level
GENERAL MOTORS: "Main Street" Bondholders Back Ad Hoc Group's Plan
GENERAL MOTORS: Chrysler's Ch 11 Filing May Affect Co.'s Debt Deal
GENESCO INC: S&P Changes Outlook to Stable; Affirms 'B+' Rating
GRACEWAY PHARMACEUTICALS: Moody's Affirms 'B2' Corp. Family Rating

GRAHAM PACKAGING: Fitch Affirms Issuer Default Rating at 'B-'
GREENWERX: Case Summary & 20 Largest Unsecured Creditors
GRIFFIN ACCEPTANCE: Case Summary & 11 Largest Unsec. Creditors
HARLAND CLARKE: S&P Downgrades Issue-Level Rating on Loans to 'B+'
HARMAN INT'L: S&P Puts 'BB+' Rating on CreditWatch Negative

HEALTH NET: Fitch Puts 'BB+' Rating on Rating Watch Negative
HUMBOLDT CREAMERY: Can Temporarily Use Cash Collateral, DIP Loan
IDEARC INC: Files Schedules of Assets and Liabilities
IDEARC INC: Tax Authorities, et. al., Object to Cash Collateral
INDEPENDENCE II: Fitch Cuts Rating on Class B Notes to 'CC'

INDIANTOWN COGENERATION: S&P Puts 'BB+' Rating on $505 Mil. Bonds
INNOVATIVE COS: U.S. Trustee Appoints 7-Member Creditors Committee
INTERPUBLIC GROUP: Fitch Affirms Issuer Default Rating at 'BB+'
INGLES MARKETS: Moody's Assigns 'B1' Rating on $500 Mil. Notes
IRWIN LAWRENCE RHODES: Case Summary & 8 Largest Unsec. Creditors

JAMES DON GREEN: Case Summary & 11 Largest Unsecured Creditors
KENT HOSPITAL: S&P Downgrades Rating on $135 Mil. Bonds to 'BB+'
KENT WESLEY BOYDSTUN: Case Summary & 21 Largest Unsec. Creditors
KOCH GROUP: Blames Weak Economy for Its Collapse
LA CAMBRE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

LA PALOMA: S&P Downgrades Rating on $245 Mil. Loan to 'B'
LEHMAN BROTHERS: Committee Balks at Bid to Assume Aircraft Leases
LEHMAN BROTHERS: Court Trumps MidCountry's Bid to Pursue Action
LEHMAN BROTHERS: Dewey & LeBoeuf Backs Out as Counsel to AmEx
LEHMAN BROTHERS: To Set Off Collateral Against $3.8MM NYISO Claim

LEHMAN BROTHERS: Trustee Inks Pacts to Return Misdirected Funds
LEHMAN BROTHERS: Won't Make Early Decision on WWK Hawaii Loan Deal
LEHMAN BROTHERS: Citigroup Asserts $75MM Adequate Protection Claim
LEHMAN BROTHERS: HK Banks Sold Notes to "Vulnerable" Investors
LIBERTY MUTUAL: Fitch Affirms 'BB+' Ratings on Junior Notes

LOREEN ELIZABETH AIKEN: Case Summary & 20 Largest Unsec. Creditors
LSP BATESVILLE: S&P Puts 'B' Rating on $246.2 Mil. Senior Bonds
MACH GEN: S&P Raises Rating on $100 Mil. Working Facility to 'BB-'
MARK IV: Files for Chapter 11 Bankruptcy Protection in New York
MARK IV: Can Access $45 Million Portion of JPMorgan DIP Facility

MARK IV: Case Summary & 50 Largest Unsecured Creditors
MBIA INC: S&P Keeps Sr. Sec. Debt Ratings on Central Plains Bonds
MEG ENERGY: S&P Changes Outlook to Negative; Affirms 'BB-' Rating
MID-TOWN PROPERTIES: Voluntary Chapter 11 Case Summary
MORTON INDUSTRIAL: Moves to Sell All Assets on May 15

NAILITE INTERNATIONAL: Court Sets May 18 General Claims Bar Date
NAILITE INTERNATIONAL: Court Okays Sale of Assets to Premier
NEENAH PAPER: S&P Changes Outlook to Negative; Affirms 'B+' Rating
NEWARK GROUP: Moody's Downgrades Corporate Family Rating to 'Ca'
NYMAGIC INC: Fitch Withdraws 'BB-' Issuer Default Rating

OPUS SOUTH: Wants to Auction Substantially All Assets on June 12
PARKSIDE PROPERTIES: Voluntary Chapter 11 Case Summary
PARKWAY INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
PHILIP DANIEL SHEETS: Case Summary & 20 Largest Unsec. Creditors
PHOENIX FOOTWEAR: Expects to Wipe Out Bank Debt After Tandy Deal

PHOENIX MOTORCARS: Files for Chapter 11 Bankruptcy Protection
PITT PENN HOLDING: Case Summary & 1 Largest Unsecured Creditor
POWER EFFICIENCY: Hires BDO Seidman as Auditors to Replace Sobel
QUANTUM CORP: March 31 Balance Sheet Upside-Down by $117.7 Million
RELATED PARTNERS: Case Summary & 4 Largest Unsecured Creditors

REVLON INC: Elects Four New Executive Officers Effective May 1
REVLON INC: March 31 Balance Sheet Upside-Down by $1.09 Billion
REXNORD LLC: Issues $196.27MM Aggregate Principal Amount with RBS
REXNORD LLC: S&P Downgrades Corporate Credit Rating to 'SD'
ROCK AIRPORT: Case Summary & 16 Largest Unsecured Creditors

RYLAND GROUP: Posts $75.3MM Net Loss for 1st Quarter 2009
RYLAND GROUP: Moody's Assigns 'Ba3' Rating on $230 Mil. Notes
SACRED HEART: Moody's Downgrades Debt Rating to 'Ca' from 'Caa3'
SENSATA TECHNOLOGIES: FQ'09 Revenue Decreases 38.4% from FQ'08
SHERRITT INTERNATIONAL: DBRS Cuts Unsecured Debt Rating to BB

SHILOH INDUSTRIES: S&P Puts 'BB-' Rating on CreditWatch Negative
SIGNATURE 5: Moody's Has Not Taken Rating Actions on Notes
SILVERTON BANK: Regulators Close Bank; FDIC Appointed Receiver
SIRIUS XM: Adopts Shareholder Rights Plan to Preserve NOLs
SOURCE INTERLINK: Gets Temporary OK to Access $300MM DIP Financing

SOUTHERN STONE: Case Summary & 20 Largest Unsecured Creditors
SPANSION JAPAN: Involuntary Chapter 11 Case Summary
STARWOOD HOTELS: Fitch Assigns 'BB+' Rating on Senior Notes
STARWOOD HOTELS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes
STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $500 Mil. Notes

STONERIDGE INC: Joins Parts Maker Bailout Program to Cut Exposure
STONERIDGE INC: S&P Puts 'B+' Rating on CreditWatch Negative
SUPERVALU INC: Fitch Assigns 'BB-' Rating on $500 Mil. Notes
SUPERVALU INC: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
SURGARLAND HOTEL GROUP: Voluntary Chapter 11 Case Summary

TANEY COUNTY: S&P Downgrades Rating on $40.63 Mil. Bonds to 'BB'
TECH RETAIL CENTER: Voluntary Chapter 11 Case Summary
TECK RESOURCES: DBRS Assigns BB (high) Issuer Rating
TEKNI-PLEX: Senior Vice President Mike Franklin Steps Down
THORNBURG MORTGAGE: Equity Holders to Get Nothing Under Bankruptcy

THORNBURG MORTGAGE: Chapter 11 Case Summary & List of Creditors
TRANSFERABLE CUSTODIAL: Moody's Lifts Rating on Receipts from Ba3
TRIBUNE CO: Baltimore Sun Lays Off 61 Newsroom Employees
TROPICANA ENTERTAINMENT: Starts Sec. 363 Process for N.J. Casino
TRW AUTOMOTIVE: S&P Puts 'B+' Rating on CreditWatch Negative

UNIFRAX LLC: Moody's Downgrades Corporate Family Rating to 'B3'
UNISYS CORP: Distressed Exchange Cues Moody's Junk Rating
UNISYS CORP: Exchange Offer on Notes Cues S&P to Junk Rating
UNISYS CORP: Fitch Downgrades Issuer Default Rating to 'C'
VITERRA INC: ABB Grain Acquisition Won't Affect S&P's 'BB+' Rating

WARD PATTERN & ENGINEERING: Voluntary Chapter 11 Case Summary
WHITING PETROLEUM: S&P Changes Outlook to Stable; Keeps BB- Rating
WILD WEST: Founder Arrested, Charged With Securities Fraud
WILLIAM TWIFORD: Case Summary & 18 Largest Unsecured Creditors
WOLFSKILL GRADING: Case Summary & 20 Largest Unsecured Creditors

WOODSIDE GROUP: Opposes Appointment of Ch. 11 Trustee for Alameda
YELLOWSTONE CLUB: Edra Blixseth Has More Than $150MM in Debts
ZOHAR NETWORKS: Can Access Patriarch $3.4MM Loan on Final Basis
ZYGOGEN LLC: Case Summary & 6 Largest Unsec. Creditors

* Failed Banks List Keeps Growing; Now 32 as of May 1
* BOND PRICING -- For the Week From April 27 to May 1


                            *********


ACADEMICA CHARTER: S&P Withdraws 'BB' Rating on 2004-A Bonds
------------------------------------------------------------
Standard & Poor's Rating Services has withdrawn its 'BB' rating on
Academica Charter Schools Finance LLC, Florida's mortgage loan
revenue bonds series 2004A due to a lack of information on the
issuer required to maintain a rating.


ACCREDITED HOME: To Wind-Down of Operations, Files for Bankruptcy
-----------------------------------------------------------------
Accredited Home Lenders Holding Co. and certain of its affiliates
and subsidiaries have filed voluntary petitions under chapter 11
of the U.S. Bankruptcy Code.  The Company took this action as a
result of extremely challenging market conditions and the desire
to conduct an orderly wind-down and disposition of assets.

Accredited is engaged in the process of selling its remaining
financial assets, including its Real Estate Owned portfolio and
its mortgage servicing platform, and expects to shortly file a
motion with the Bankruptcy Court regarding the sale of these
assets.

Accredited's board of directors has appointed Meade Monger of AP
Services, LLC as Chief Restructuring Officer.  With over 21 years
of restructuring experience, including numerous wind-downs and
liquidations, Mr. Monger will oversee all aspects of the chapter
11 liquidation process for the Company.  Mike Murphy of AP
Services, LLC has been appointed as Chief Administrative Officer.

"The erosion of the market for non-prime residential mortgage
loans, combined with the tightening credit environment and the
burden of substantial legacy claims made today's action
unavoidable," said Mr. Monger.  "Proceeding expeditiously with a
sale of the Company's remaining financial assets will streamline
the chapter 11 process and enable us to effectuate an orderly
wind-down and maximize value for all constituencies."

Mr. Monger continued, "Prior to [the bankruptcy] filing, we have
also been proactively working with our state regulators to help
make certain there will be no disruption for our borrowers through
this process.  Moreover, we transitioned servicing of the loan
applications in our pipeline to eliminate any impact of the wind-
down on the application process for those borrowers.  As we
conduct a sale of Accredited's remaining assets, I would like to
thank our employees for their continued hard work and dedication."

The Company believes that its current liquidity, combined with
cash generated by ongoing operations and the divestiture of
assets, will be sufficient to fund its projected cash needs
through the wind-down process.

                       Lone Star Acquisition

On June 4, 2007, Accredited and affiliates of Lone Star Fund V
(U.S.) L.P. entered into a definitive merger agreement pursuant to
which Lone Star agreed to acquire all of the common stock of
Accredited in an all-cash transaction.  Under the terms of the
agreement, Lone Star has agreed to acquire each outstanding share
of Accredited common stock at a price of $15.10 per share, for a
total consideration of approximately $400 million.

In August 2007, Lone Star stated it wouldn't consummate the deal
because Accredited had failed to satisfy the conditions to
closing.  Accredited sued Lone Star the Delaware Court of Chancery
to compel performance under the parties' agreement.

Lone Star offered to settle the lawsuit by agreeing to acquire the
Company at $8.50 per share, a reduction of approximately 44%.
Accredited insisted all conditions to closing at $15.10 per share
were satisfied when more than 97% of Accredited's outstanding
common stock was tendered at the scheduled expiration of the offer
on August 14, 2007.

In September 2007, Accredited and Lone Star agreed to a reduced
price of $11.75 per share, for a total consideration of $296
million.

According to Reuters, accredited tried to revive itself in 2008
after ceasing to offer loans in August 2007.  Reuters said the
Company resumed making loans after its purchase by Lone Star and
its executives expressed hopes that funding from securitizing
mortgages into bonds would bounce back.

Accredited was one of the top subprime mortgage lenders during the
housing bubble early this decade.  At Dec. 31, 2006, the company's
consolidated balance sheet showed $11.35 billion in total assets,
$10.69 billion in total liabilities, $97.9 million in minority
interest in subsidiary, and $556.1 million in total stockholders'
equity.  In its bankruptcy petition, Accredited disclosed total
assets between $10 million and $50 million.

According to National Mortgage News, the subprime mortgage lending
sector underwent a major correction in 2007 and 2008 with about
200 funders of all sizes closing.

                   About Accredited Home Lenders

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada. Accredited is in the business of originating,
financing, securitizing, servicing, and selling non-prime mortgage
loans secured by residential real estate.  Founded in 1990, the
company is headquartered in San Diego.

The Company filed its chapter 11 petitions on May 1, 2009 (Bankr.
D. Del. Case No. 09-11516).  These companies were included in the
Company's chapter 11 filings: Accredited Home Lenders Holding Co.;
Accredited Home Lenders, Inc.; Vendor Management Services, LLC
d/b/a Inzura Settlement Services; Inzura Insurance Services, Inc.;
and Windsor Management Co., d/b/a AHL Foreclosure Services
Company.  The Accredited Mortgage Loan REIT Preferred Trust and
the Accredited Preferred Securities Trust I were not included as
part of the Company's filings.

Hunton & Williams LLP is serving as the Company's chapter 11
counsel.  Kurtzman Carson is serving as claims agent.


ACCREDITED HOME: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Accredited Home Lenders Holding Co.
        9915 Mira Mesa Blvd., Suite 100
        San Diego, CA 92131

Bankruptcy Case No.: 09-11516

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Accredited Home Lenders, Inc.                      09-11517
Vendor Management Services, LLC                    09-11518
Inzura Insurance Services, Inc.                    09-11519
Windsor Management Co.                             09-11520

Type of Business: The Debtors offer sub-prime mortgage products
                  for wholesale mortgage brokers.

                  See http://www.accredhome.com/

Chapter 11 Petition Date: May 1, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Delaware Counsel: James E. O'Neill, Esq.
                  jo'neill@pszyj.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Mark M. Billion, Esq.
                  mbillion@pszjlaw.com
                  Timothy P. Cairns, Esq.
                  tcairns@pszjlaw.com
                  Pachulski Stang Ziehl Young Jones
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Debtors' Counsel: Hunton & Williams LLP

Chief Restructuring Officer: Meade Monger

Chief Administrative Officer: Michael Murphy

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
HSBC Bank USA, National        repurchaser claim $90,826,151
Association
452 Fifth Avenue
New York, NY 10018
Tel: (212) 525-0745
Fax: (917) 229-5125

Citigroup Global Markets       repurchaser claim $21,088,714
Realty Corp.
390 Greenwich Street, 6th Fl.
New York, New York 10013
Tel: (212) 816-0062
Fax: (646) 291-1438

Morgan Stanley Mortgage        repurchaser claim $13,247,632
Capital Inc.
1585 Broadway, 2nd Floor,
New York, New York 10036
Tel: (212) 761-4212
Fax: (212) 761-3289

UBS Real Estate Securities     repurchaser claim $9,093,934
Inc.
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 713-2000
Fax: (212) 713-9597

SG Mortgage Finance Corp.      repurchaser claim $6,036,036
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 278-6228

UBS Real Estate Securities     repurchaser claim $5,736,375
Inc.
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 713-3180
Fax: (212) 713-2080

HSBC Bank USA, National        repurchaser claim $5,567,129
Association (Self Banked)
452 Fifth Avenue, New York,
New York 10018
Tel: (212) 525-0745
Fax: (917) 229-5125

Lehman Brothers Bank, FSB      repurchaser claim $5,558,288
aka Aurora Laon Services
745 Seventh Avenue, 6th Floor
New York, NY 10019
Tel: (720) 945-5896
Fax: (917) 229-5125

Merrill Lynch Mortgage         repurchaser claim $5,137,161
Lending, Inc.
4 World Financial Center
New York, New York 10080
Tel: (612) 336-7387
Fax: (866) 303-2832

Credit-Based Asset Servicing   repurchaser claim $4,087,527
and Securitization LLC
335 Madison Avenue-19th Floor
New York, New York 10017
Tel: (713) 218-4682
Fax: (713) 561-8352

JP Morgan Mortgage             repurchaser claim $3,103,321
Acquisition Corp.
270 Park Avenue, 6th Floor
New York, New York 10017
Tel: (212) 83407075
Fax: (877) 262-2495

Bank of America, NA            repurchaser claim $2,442,684
214 North Tryon Street
21st Floor
Charlotte, NC 28255
Fax: (212) 378-4907

Sovereign Bank                 repurchaser claim $2,346,566
1130 Berkshire Boulevard
Wyomissing, PA 19610
Fax: (610) 320-8448

Kirkland & Ellis LLP           accounts          $1,959,843
                               payable


Paul Hastings Janofsky &       accounts          $1,932,371
Walker LLP                     payable

IndyMac Bank, F.S.B.           repurchaser claim $1,587,132

Providus Washington DC LTD     accounts          $1,367,641
                               payable

Kroll OnTrack Inc              accounts          $1,357,849
                               payable

Maguirre Properties Two Cal    accounts          $1,046,199
Plaza LLC                      Payable

Credit Suisse                  repurchaser claim $704,927

Luce Forward Hamilton &        accounts          $606,772
Scripps LLP                    payable

Terwin Advisors, LLC           repurchaser claim $439,747

Littler Mendelson PC           accounts          $362,726
                               payable


HomeEQ Services                repurchaser claim $327,750

Greenwich Capital Financial    repurchaser claim $285,400
Products, Inc.

Stroz Friedberg LLC            accounts          $245,416
                               payable

Bradley Arant Rose & White LLP accounts          $204,009
                               payable

Countrywide Bank, FSB          repurchaser claim $200,000

Fidelity National Default      accounts          $189,678
Solutions                      payable

The petition was signed by Meade Monger, chief restructuring
officer.


ADVANTA BANK: S&P Cuts Rating to 'B-' From 'B'
----------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including its long-term counterparty
credit rating, which was lowered to 'CCC' from 'B-'.  S&P lowered
the rating on Advanta's primary operating subsidiary, Advanta
Bank Corp., to 'B-' from 'B' and the rating on Advanta Capital
Trust I's preferred stock to 'C' from 'CCC'.  The outlook is
negative.

"The rating action reflects Advanta's weakening financial
performance," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.  Advanta lost $75.9 million in first-quarter 2009,
as accelerating losses in its small-business credit-card portfolio
drove $32.3 million in charges to build provisions and write down
retained interests in securitizations.  Net loss rates as a
percentage of average receivables and 12-month lagged average
receivables were a high 15.9% and 12.2%, respectively.  Given the
inherent seasonality of these metrics, S&P expects losses to
accelerate throughout the year, further straining Advanta's
financial profile.

S&P believes this weakened financial performance heightens the
risk of early amortization in Advanta's revolving credit-card
trust.  If this were to occur, Advanta may not be contractually
obligated to fund all cardholder borrowings on-balance sheet.
However, there may be a negative business impact from not being
able to do so.  Moreover, although Advanta currently has
$2.2 billion in cash and liquid investments (mostly at ABC) that
could be used for such a purpose, depositor behavior under an
extreme scenario is uncertain.  (Deposits at ABC totaled $2.4
billion at quarter-end.)

S&P believes Advanta's funding options are more limited than those
of its small-business credit-card competitors.  These competitors
typically have much broader retail deposit bases and may have
access to government programs designed to support the asset-backed
securitization markets, therefore lowering their relative funding
costs.  These factors may place Advanta at a competitive
disadvantage with regard to retaining its highest-quality
revolving customers and establishing new relationships with high-
quality borrowers.

Advanta has deferred payment on its trust-preferred securities.
Therefore, S&P's preferred stock rating is lowered to 'C',
reflecting S&P's criteria for such deferrals.

The negative outlook reflects Advanta's weakened financial
position and S&P's expectation that managed net losses will
continue to rise during the remainder of 2009.  S&P could lower
the ratings further if Advanta's revolving securitization trust
enters early amortization and parent and/or bank liquidity
declines substantially.  S&P could revise the outlook to stable if
Advanta successfully supports its revolving securitization trust
while maintaining adequate capital and liquidity at ABC.


ADVANTA CAPITAL: S&P Cuts Preferred Stock Rating to 'C' From 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including its long-term counterparty
credit rating, which was lowered to 'CCC' from 'B-'.  S&P lowered
the rating on Advanta's primary operating subsidiary, Advanta
Bank Corp., to 'B-' from 'B' and the rating on Advanta Capital
Trust I's preferred stock to 'C' from 'CCC'.  The outlook is
negative.

"The rating action reflects Advanta's weakening financial
performance," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.  Advanta lost $75.9 million in first-quarter 2009,
as accelerating losses in its small-business credit-card portfolio
drove $32.3 million in charges to build provisions and write down
retained interests in securitizations.  Net loss rates as a
percentage of average receivables and 12-month lagged average
receivables were a high 15.9% and 12.2%, respectively.  Given the
inherent seasonality of these metrics, S&P expects losses to
accelerate throughout the year, further straining Advanta's
financial profile.

S&P believes this weakened financial performance heightens the
risk of early amortization in Advanta's revolving credit-card
trust.  If this were to occur, Advanta may not be contractually
obligated to fund all cardholder borrowings on-balance sheet.
However, there may be a negative business impact from not being
able to do so.  Moreover, although Advanta currently has
$2.2 billion in cash and liquid investments (mostly at ABC) that
could be used for such a purpose, depositor behavior under an
extreme scenario is uncertain.  (Deposits at ABC totaled
$2.4 billion at quarter-end.)

S&P believes Advanta's funding options are more limited than those
of its small-business credit-card competitors.  These competitors
typically have much broader retail deposit bases and may have
access to government programs designed to support the asset-backed
securitization markets, therefore lowering their relative funding
costs.  These factors may place Advanta at a competitive
disadvantage with regard to retaining its highest-quality
revolving customers and establishing new relationships with high-
quality borrowers.

Advanta has deferred payment on its trust-preferred securities.
Therefore, S&P's preferred stock rating is lowered to 'C',
reflecting S&P's criteria for such deferrals.

The negative outlook reflects Advanta's weakened financial
position and S&P's expectation that managed net losses will
continue to rise during the remainder of 2009.  S&P could lower
the ratings further if Advanta's revolving securitization trust
enters early amortization and parent and/or bank liquidity
declines substantially.  S&P could revise the outlook to stable if
Advanta successfully supports its revolving securitization trust
while maintaining adequate capital and liquidity at ABC.


ADVANTA CORP: Poor Profitability Cues Fitch to Junk Ratings
-----------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
and outstanding debt ratings of Advanta Corp. and Advanta Bank
Corp.:

Advanta Corp:

  -- Long-term IDR to 'CC' from 'BB-';
  -- Short-term IDR to 'C' from 'B';
  -- Senior unsecured to 'CC/RR4' from 'BB-'.

Advanta Bank Corp.

  -- Long-term IDR to 'CCC' from 'BB-';
  -- Short-term IDR to 'C' from 'B';
  -- Long-term deposits to 'B-' from 'BB'.

Advanta Capital Trust I

  -- Trust preferred stock to 'C/RR6' from 'B'.

The Rating Outlook remains Negative.  Approximately $2.7 billion
of debt, deposits and preferred securities are affected by these
actions.

The downgrade reflects significant deterioration in profitability
and portfolio credit quality and the heightened risk of breaching
early amortization triggers on off-balance sheet ABS transactions,
which could lead to a possible shut-down of the business.

The one-month excess spread in the AdvantaSeries for the month of
March was 1.39%.  This moved the three-month rolling average
excess spread to 2.24%.  Fitch expects early amortization would
occur in the absence of intervention from Advanta within the next
month.  Intervention could come in the form of charge-off sales, a
yield supplement account, or receivable discounting, as seen
recently at other large card issuers.  Still, while Advanta may be
able to avoid early amortization over the near-term, Fitch
believes pressure on excess spread will remain for some time and
that the company may eventually determine that further support of
the trust does not make financial sense.

Weak economic conditions and rising unemployment levels have
continued to impact income negatively.  The decline in managed
receivables coupled with higher provision expense and valuation
adjustments on retained interest assets has contributed to reduced
profitability.

Fitch believes that the Bank is still well capitalized; however,
continued negative earnings will cause the deterioration of
capital ratios.  Contingent liquidity sources are limited to
deposits, following the maturity of the commercial paper conduit
facility, but deposit-gathering capabilities could be hampered by
a negative perception of the company's financial strength.
Balance sheet liquidity, defined as cash, federal funds sold, and
available-for-sale securities amounted to approximately $2.3
billion as of March 31, 2009, or approximately 49% of managed
receivables.  The notching of the Bank's ratings above that of the
parent reflects the stronger liquidity profile of the Bank and the
fact that most deposits are FDIC insured.

The 'RR4' Recovery Rating assigned to the senior debt at the
parent implies average recovery prospects.  Parent debt amounted
to $183 million as of March 31, 2009 versus $137 million of
unrestricted cash at year-end 2008.  While Fitch believes
liquidity at the parent is currently sufficient to meet 2009 debt
obligations of $103 million, cash burn from operations and further
trust support could reduce recovery prospects for longer-dated
maturities, and Fitch believes regulators may restrict upstream
dividend capacity from the Bank subsidiary.

The 'RR6' Recovery Rating assigned to the trust preferred
securities implies poor recovery prospects.

Fitch may take further downgrades if Advanta hits early
amortization triggers, which would put considerable strain on
liquidity and operations, and possibly result in a shut-down of
operations.  Alternatively, steps taken by Advanta to avoid early
amortization triggers would be viewed positively.  However Fitch
does not expect positive ratings momentum unless there is a
meaningful turn in the economic cycle.


ADVANTA CORP: Moody's Downgrades Senior Unsec. Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Advanta Corp. (senior unsecured rating to Caa3 from Caa1).  The
trust preferred securities rating of Advanta Capital Trust I was
lowered to C from Caa3.  The outlook for the senior unsecured
rating is negative; the outlook for the trust preferred rating is
stable.

The rating action reflects Moody's view that Advanta's intrinsic
credit quality has eroded as the result of continued deterioration
in asset quality, heightened pressures on funding and liquidity,
and the adverse effects of these factors on the firm's core
profitability.

Moody's commented that the deterioration in Advanta's asset
quality is greater than observed among other credit card issuers.
Higher credit provisions and impairment of retained interests
contributed to the firm reporting a first quarter pre-tax loss of
$117 million.  Additionally, Advanta has breached cash trapping
triggers in its securitization trust. Moody's is concerned that
further declines in credit loss experience could result in early
amortization of the trust securities.

Moody's believes Advanta has sufficient liquidity to meet near-
term requirements, but its reliance on wholesale deposits, lack of
access to the ABS markets, and pressures on internal cash flow
have weakened its overall liquidity profile.  The firm's response
to these conditions includes significant reductions in new
business activity levels, which threaten its franchise value.

Regarding the trust preferred securities, the downgrade of the
rating to C reflects Advanta's decision to defer payment of
dividends on these securities and the likelihood that the company
will continue to defer dividend payments for the foreseeable
future.  While deferred payments are cumulative, the rating
reflects a high degree of uncertainty of repayment, or recovery in
a default scenario, given Advanta's weak financial condition.

The negative outlook on the senior unsecured rating reflects
Moody's opinion that the factors driving the deterioration of
Advanta's financial performance - deep recessionary conditions in
the U.S. and the firm's concentrated exposures to areas of the
country experiencing the most severe economic downturn, including
California and Florida -- are likely to continue to affect the
company's performance over the course of 2009 and likely well into
2010.  The stable outlook on the trust preferred securities
reflects the C rating, which is Moody's lowest rating.

The last rating action on Advanta was on January 30, 2009, when
Moody's downgraded the company's ratings and assigned a negative
outlook.

Advanta Corporation, headquartered in Spring House, PA, reported
approximately $7.3 billion in managed assets as of March 31, 2009.


ADVANTA CORP: Weak Financial Performance Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Advanta Corp., including its long-term counterparty
credit rating, which was lowered to 'CCC' from 'B-'.  S&P lowered
the rating on Advanta's primary operating subsidiary, Advanta
Bank Corp., to 'B-' from 'B' and the rating on Advanta Capital
Trust I's preferred stock to 'C' from 'CCC'.  The outlook is
negative.

"The rating action reflects Advanta's weakening financial
performance," said Standard & Poor's credit analyst Rian M.
Pressman, CFA.  Advanta lost $75.9 million in first-quarter 2009,
as accelerating losses in its small-business credit-card portfolio
drove $32.3 million in charges to build provisions and write down
retained interests in securitizations.  Net loss rates as a
percentage of average receivables and 12-month lagged average
receivables were a high 15.9% and 12.2%, respectively.  Given the
inherent seasonality of these metrics, S&P expects losses to
accelerate throughout the year, further straining Advanta's
financial profile.

S&P believes this weakened financial performance heightens the
risk of early amortization in Advanta's revolving credit-card
trust.  If this were to occur, Advanta may not be contractually
obligated to fund all cardholder borrowings on-balance sheet.
However, there may be a negative business impact from not being
able to do so.  Moreover, although Advanta currently has
$2.2 billion in cash and liquid investments (mostly at ABC) that
could be used for such a purpose, depositor behavior under an
extreme scenario is uncertain.  (Deposits at ABC totaled
$2.4 billion at quarter-end.)

S&P believes Advanta's funding options are more limited than those
of its small-business credit-card competitors.  These competitors
typically have much broader retail deposit bases and may have
access to government programs designed to support the asset-backed
securitization markets, therefore lowering their relative funding
costs.  These factors may place Advanta at a competitive
disadvantage with regard to retaining its highest-quality
revolving customers and establishing new relationships with high-
quality borrowers.

Advanta has deferred payment on its trust-preferred securities.
Therefore, S&P's preferred stock rating is lowered to 'C',
reflecting S&P's criteria for such deferrals.

The negative outlook reflects Advanta's weakened financial
position and S&P's expectation that managed net losses will
continue to rise during the remainder of 2009.  S&P could lower
the ratings further if Advanta's revolving securitization trust
enters early amortization and parent and/or bank liquidity
declines substantially.  S&P could revise the outlook to stable if
Advanta successfully supports its revolving securitization trust
while maintaining adequate capital and liquidity at ABC.


AFFIRMATIVE INSURANCE: Moody's Confirms 'B3' Senior Secured Rating
------------------------------------------------------------------
Moody's Investors Service announced that it has confirmed the B3
senior secured and long-term issuer ratings of Affirmative
Insurance Holdings, Inc. and the Ba2 insurance financial strength
ratings of Affirmative Insurance Company and Insura Property and
Casualty Insurance Company.  In the same action, Moody's assigned
a negative rating outlook.  The confirmation concludes a review
for possible downgrade that was initiated on March 19, 2009 when
the company announced that it would delay the filing of its 2008
Form 10-K with the Securities and Exchange Commission in order to
complete its interim goodwill impairment testing.  The company was
also in discussions with its lenders with respect to a possible
waiver or modification of certain loan covenants related to its
senior secured credit facility.

The confirmation of the ratings reflects the additional
flexibility the company has under its amended loan covenants as
well as the absence of an impairment charge related to its
substantial goodwill as detailed in its Form 10-K filed on March
31, 2009.  The ratings also reflect Affirmative's weak operating
results in recent years, its moderate market share of the non-
standard personal auto market, the moderate cash flows available
from its unregulated subsidiaries, and its conservative investment
portfolio.  Moody's notes that the company has a limited operating
history, substantial financial leverage, particularly on a
tangible basis, and weak profitability resulting in low coverage
metrics.

Moody's said that the negative outlook reflects the likelihood
that the company's performance both in terms of revenues and
profitability could be negatively impacted over the medium term by
the U.S. economic recession.  The rating agency added that cash
flow produced by Affirmative's unregulated subsidiaries currently
supports the holding company's obligations as its regulated
insurance operations are in a negative unassigned surplus position
and are not able to pay dividends in 2009 without prior regulatory
approval.

These factors could lead to a downgrade: i) a reduction in
headroom under the amended loan covenants; ii) material adverse
developments resulting from its interim or annual goodwill
impairment testing; iii) continued weakening of its revenue and
earnings (with coverage of fixed charges below 1.5 times); or iv)
financial leverage greater than 65%.

These factors could lead to a stable rating outlook: i)
maintaining comfortable headroom under its amended loan covenants;
ii) improved business prospects and operating performance with
fixed charge coverage consistently above 1.5 times; and/or iii)
restoration of dividend capacity of 1x debt service from the
insurance subsidiaries.

Affirmative, based in Addison, Texas, is a producer and provider
of non-standard personal automobile insurance to consumers in
highly targeted geographic markets.  The company offers products
in 13 states, including Texas, Illinois, California, and Florida.
During 2008, Affirmative reported total revenues of $449 million
and net income of $1 million. As of December 31, 2008,
shareholders' equity was $216 million.

The last rating action on the company occurred on March 19, 2009,
when Moody's placed Affirmative's debt ratings (B3) and its
insurance financial strength ratings (Ba2) on review for possible
downgrade.

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


AIH ACQUISITIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: AIH Acquisitions, LLC
          dba American IronHorse Motorcycle Co.
        4600 Blue Mound Road
        Fort Worth, TX 76106

Bankruptcy Case No.: 09-42480

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Cynthia Williams Cole, Esq.
                  Beirne Maynard & Parsons, LLP
                  1700 Pacific
                  Suite 4400
                  Dallas, TX 75201
                  Tel: (214) 237-4300
                  Fax: (214) 237-4340
                  Email: ccole@bmpllp.com

                  Vincent P. Slusher, Esq.
                  Beirne Maynard & Parsons, LLP
                  1700 Pacific
                  Suite 4400
                  Dallas, TX 75201
                  Tel: (214) 237-4400
                  Fax: (214) 237-4340

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

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

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

The petition was signed by Scott Meyers, manager of the Company.


AMERICA WEST BANK: Cache Valley Bank Assumes All Deposits
---------------------------------------------------------
America West Bank, Layton, Utah, was closed Friday by the Utah
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Cache Valley Bank, Logan, Utah, to assume all of
the deposits of America West.

The failed bank's three offices will reopen on Monday as branches
of Cache Valley Bank. Depositors of America West Bank will
automatically become depositors of the assuming bank. Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers of both banks should
continue to use their existing branches.

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

As of December 31, 2008, America West Bank had total assets of
approximately $299.4 million and total deposits of $284.1 million.
Cache Valley Bank paid a discount of $352,000 to acquire all of
the deposits of the failed bank.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8209.  Customers who would like more
information about the transaction can also visit the FDIC's Web
site at:

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

In addition to acquiring the failed bank's deposits, Cache Valley
Bank agreed to purchase approximately $10.9 million in assets,
with a 30-day option to purchase loans at book value. The FDIC
will retain any remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $119.4 million. Cache Valley Bank's acquisition of all of
the deposits of America West Bank was the "least costly"
resolution for the FDIC's Deposit Insurance Fund compared to
alternatives.

America West Bank is the 32nd bank to fail in the nation this year
and the second in Utah. The last FDIC-insured institution to fail
in the state was MagnetBank, Salt Lake City, on January 30, 2009.

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


AMERICAN EXPRESS: S&P Downgrades Preferred Stock Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on American Express Co. and its subsidiaries, including
lowering the counterparty credit rating on Amex to 'BBB+/A-2' from
'A/A-1'.  S&P also lowered the preferred stock rating to 'BB' from
'BBB' and affirmed the 'AAA' rated, FDIC-guaranteed issues.  The
ratings were removed from CreditWatch Negative where they were
placed on March 19, 2009.  The outlook is negative.

"The ratings action is based on our view that funding and
liquidity will remain concerns in the long term in the context of
a business strategy that S&P believes will remain largely
wholesale funded," said Standard & Poor's credit analyst John K.
Bartko, C.P.A. Amex has reduced its previously sizable reliance on
commercial paper, is expanding its brokered retail deposit
program, and will be introducing a direct-to-consumer deposit
program.  Indeed, S&P views Amex's current liquidity position as
adequate.

However, S&P views its deposit types as rate-sensitive and as
sharing that specific risk attribute with wholesale funding
sources.  S&P therefore believe that Amex's business profile
displays a level of confidence sensitivity that is more consistent
with S&P's revised ratings.

S&P expects the fundamental environment in which Amex operates to
continue deteriorating through 2009 and into 2010.  S&P believes
that unemployment will continue to rise, with S&P's base-case
expectation that industry loss levels on credit card lending will
increase to 10% from a first-quarter average for the top-rated
issuers of 8.4%.  S&P further believes that Amex's 2009 results
could be pressured to the point of a loss for the year driven by
increased provisioning.

Offsetting the pressure of provisioning would be continued cost
reductions and the stable revenues generated from the Amex
network.  Capital levels are strong, and enable Amex to absorb
S&P's expectations of losses while maintaining acceptable capital
levels in all but the most stressed scenario.  Still, the
potential volatility associated with Amex's funding profile
overwhelms these positive considerations.

The negative outlook considers S&P's expectations for an
increasingly challenging operating environment and the resultant
deteriorating asset quality, increased provisioning, and pressured
financial results.  S&P could downgrade Amex if the magnitude of
the mentioned pressures is larger or longer in duration than S&P
currently expect.  Conversely, S&P could revise the outlook to
stable if Amex proves resilient enough to generate positive
earnings, driven by core business dynamics through this cycle.


AMERICAN INT'L: CEO Had $1 Salary in '08, Execs at Par With Market
------------------------------------------------------------------
American International Group has disclosed executive pays, saying
that CEO Edward Liddy agreed to receive $1 in salary for $2008.

Senior executives historically received a relatively small portion
of their overall compensation as base salary.  Mr. Liddy
volunteered to receive a $1 salary when he joined AIG.  For the
other named executives, base salary has been set by the
Compensation and Management Resources Committee at a reasonable
range around the market median, based on demonstrated performance,
responsibilities, tenure (including the individual's historic
salary levels) and individual experience.

The Committee considered salary levels at year-end 2007.  As AIG
voluntarily disclosed last year, salary levels generally remained
at 2007 levels other than for changes related to phasing out its
historic quarterly cash bonus program and a $50,000 increase to
Steven J. Bensinger, AIG's former chief financial officer.

None of AIG's named executives received a regular increase in
annual salary for 2009, although Kris Moor received a promotional
increase of $150,000 per year in late 2008 when he assumed
additional responsibilities for AIG's Domestic Personal Lines
business in connection with the retirement of Robert Sandler.
David Herzog, who had served as AIG's comptroller since 2005,
declined an increase in annual base salary when he became the
Company's chief financial officer in October 2008.

These executives for 2008 who remain at AIG are members of the
Company's seven-officer Leadership Group, which also includes Jay
Wintrob, the Company's executive vice president-Retirement
Services, and Ms. Reynolds, the chief restructuring officer:

     -- Edward M. Liddy
     -- David L. Herzog
     -- Edmund S.W. Tse
     -- Win J. Neuger
     -- Kris P. Moor

As part of the American Recovery and Reinvestment Act of 2009, the
Department of the Treasury will issue additional regulations with
further restrictions on executive compensation by companies that
have participated in the TARP.  These regulations may include
additional limitations that will require us to reconsider our
compensation framework for members of the Leadership Group and
other Senior Partners (especially with respect to incentive
compensation).

Any compensation that AIG awards to senior executives in 2009 and
future years will need to comply with regulations under the ARRA
and will be undertaken with a view toward our repayment goals and
in consultation with our stakeholders.

The major additional limitations on executive compensation under
the ARRA are likely to include:

     -- Prohibition on bonuses to top 25.  While it has assistance
        under the TARP, AIG will not be able to accrue or pay the
        named executives and our 20 most highly paid other
        employees any bonus, retention award or incentive
        compensation, other than long-term restricted stock that
        is not more than one third of total compensation and does
        not fully vest while assistance under the TARP remains
        outstanding.

     -- Expanded limits on termination payments and benefits.  In
        addition to the named executives, AIG's five most highly
        paid other employees will not be able to receive any
        termination payments or benefits (other than fully vested,
        previously earned amounts).

     -- Expanded clawback on incentive compensation.  The
        requirement that any incentive award earned during the
        Treasury Department's investment in AIG will be subject to
        recovery by AIG if it is determined to have been based on
        materially inaccurate financial results will be expanded
        beyond the named executives to include our 20 most highly
        paid other employees.

Indirect Compensation Components

Retirement Benefits

AIG provides a number of retirement benefits to eligible
employees, including both traditional pension plans (called
defined benefit plans) and defined contribution plans (such as
401(k) plans).

Defined Benefit Plans

AIG's defined benefit plans include a tax-qualified pension plan,
the Excess Retirement Income Plan and the Supplemental Executive
Retirement Plan (SERP).  Each of these plans provides for a yearly
benefit based on years of service and the employee's salary over a
three-year period.  The Excess Retirement Income Plan is designed
to pay the portion of the benefit under the tax-qualified plan
that is not payable under that plan due to restrictions imposed by
the Internal Revenue Code (the Code).  The SERP provides for a
different, generally higher benefit to a small number of key
employees selected by the Board, but this benefit is offset by
payments under the tax-qualified plan and the Excess Retirement
Income Plan.  These plans and their benefits are described in
greater detail in "Post-Employment Compensation-Pension Benefits."
AIG believes that these plans have provided significant retention
and competitive advantages.  Mr. Liddy does not participate in
these plans.

Defined Contribution Plans

Through 2008, AIG's defined contribution plans included a tax-
qualified plan (401(k)), the Supplemental Incentive Savings Plan
(SISP), the Executive Deferred Compensation Plan (EDCP) and other
plans sponsored by AIG, including plans acquired through
acquisitions.  In November 2008, AIG terminated the SISP, the EDCP
and certain other defined contribution plans, providing that no
further deferrals would be made after December 31, 2008, and that
plan balances would be paid in the first quarter of 2009 for
current employees other than AIG's executive officers.  These
plans are described in greater detail in "Post-Employment
Compensation-Nonqualified Deferred Compensation."  AIG matched
participants' contributions to the 401(k) plan up to the annual
maximum pre-tax contribution limit of $15,500 in 2008, but did not
provide matching contributions to the SISP or the EDCP.

Mr. Tse participates in a different defined contribution plan in
connection with his years of service in Hong Kong, as described in
greater detail in "Post-Employment Compensation-Nonqualified
Deferred Compensation."

Perquisites

To facilitate the performance of their management
responsibilities, AIG provides certain employees with automobile
allowances and parking and financial and tax planning.  In
addition, AIG also provided club memberships and recreational
opportunities, but Mr. Liddy has not participated in these club
memberships or recreational opportunities, and AIG has now largely
eliminated payments for them.

Historically, AIG has provided its Chief Executive Officer with
access to corporate aircraft for personal travel consistent with
the recommendations of outside security reviews.  However, since
Mr. Liddy's election as Chairman and Chief Executive Officer, he
has generally used commercial air travel to commute between his
home in Chicago and AIG's headquarters in New York City at AIG's
expense.  In addition, AIG has provided an apartment for Mr.
Liddy's use in New York City.  These steps were necessary and
directly related to Mr. Liddy's immediate service.  However, AIG
is disclosing the incremental cost of those items as a "benefit"
to Mr. Liddy in the 2008 Summary Compensation Table in accordance
with SEC requirements.  The 2008 Summary Compensation Table also
reflects payments made by AIG for work performed by Mr. Liddy's
counsel in an effort to develop appropriate compensation
structures for Mr. Liddy and other AIG senior employees in the
current circumstances.  (Although an equity arrangement for Mr.
Liddy was substantially negotiated, Mr. Liddy has now stated that
he does not think it would be appropriate to enter into the
proposed arrangement and has declined to move forward with it,
especially in light of changing business, regulatory and
legislative considerations.)  The table is available at:

               http://ResearchArchives.com/t/s?3c4a

AIG also made additional payments to offset any tax obligation Mr.
Liddy incurred in accordance with the preceding arrangements to
avoid his effectively having to pay to work at AIG.  AIG does not
believe that any of the amounts described in this paragraph
represents an actual compensation benefit for Mr. Liddy.

The Committee's review of AIG's practices with respect to
perquisites is ongoing.  In particular, the Committee expects to
adopt a formal perquisites policy in response to the requirements
of the ARRA.

Welfare and Other Indirect Benefits

AIG's senior executives generally participate in the same broad-
based health, life and disability benefit programs as the
Company's other employees.

AIG took significant steps to limit termination benefits in 2008.

   Robert Graham Imprisoned for Financial Statement Manipulation

Kerry E. Grace at The Wall Street Journal reports that Robert D.
Graham, a former General Re Corp. executive, has been sentenced to
a year and a day in jail and was fined $100,000 for his role in
manipulating AIG's financial statements.  WSJ states that the
federal jury in Hartford, Connecticut, found Mr. Graham guilty of:

     -- conspiracy,
     -- securities fraud,
     -- mail fraud, and
     -- making false statements to the U.S. Securities and
        Exchange Commission.

According to WSJ, Mr. Graham and four other former Gen Re
officials were accused of inflating AIG's reserves by $500 million
in 2000 and 2001 through fraudulent reinsurance deals that made
AIG, Gen Re's largest client, look stronger than it was.  WSJ
relates that the officials who received jail terms ranging from 18
months to four years when sentenced over the past four months
include former Chief Executive Ronald Ferguson and ex-Chief
Financial Officer Elizabeth Monrad.  WSJ states that a fifth
defendant, former AIG official Christian Milton, was also
sentenced a year and a day in prison.

                    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 U.S. Treasury and the Federal Reserve.  This concludes a
review for possible downgrade that was initiated on September 15,
2008.


AMES DEPARTMENT: Court Extends Solicitation Period to October 29
----------------------------------------------------------------
Per order dated April 15, 2009, the U.S. Bankruptcy Court for the
Southern District of New York extended to October 29, 2009, Ames
Department Stores, Inc., et al.'s exclusive period to solicit
acceptances of their proposed Chapter 11 Plan filed four years
ago.

The Debtors told the Court that they still need to fully reconcile
many administrative expense claims.  In addition to reconciling
claims, they need time to resolve the remaining preference
actions.

The Debtors noted that no other party currently has a plan to
propose, and no one will be precluded from asking the Court's
permission to propose a plan if the solicitation is extended.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on December 6, 2004.

A full-text copy of Ames' Chapter 11 Plan is available at no
charge at:

         http://bankrupt.com/misc/ames_chapter_11_plan.pdf

A full-text copy of Ames' Disclosure Statement is available at no
charge at:

      http://bankrupt.com/misc/ames'_disclosure_statement.pdf

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  During their
bankruptcy, Ames closed 370 stores.  The company emerged from this
first bankruptcy on December 30, 1992.

Ames filed a second bankrupty petition under Chapter 11 on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges;  Storch Amini Munves PC;,
Cadwalader, Wickersham & Taft LLP;, and Dewey & LeBoeuf LLP
represent the Debtors in their restructuring efforts.

When the Company filed for protection from their creditors, they
listed $1,901,573,000 in assets and $1,558,410,000 in liabilities.

The company closed in 2002.


ASARCO LLC: Asbestos Groups Cry Foul on Nonpayment of Legal Costs
-----------------------------------------------------------------
The Official Committee of Asbestos Claimants and the Future Claims
Representative Robert C. Pate ask Judge Richard Schmidt of the
U.S. Bankruptcy Court for the Southern District of Texas for
immediate action with respect to certain letter from ASARCO LLC
asserting suspension of professional fee payments.

The letters were separately sent by Joseph F. Lapinsky, ASARCO's
chief executive officer and president on April 22, 2009, and the
Debtors' counsel, James R. Prince, Esq., of Baker Botts L.L.P., to
notify the Asbestos Debtors, the Asbestos Committee and the FCR of
the termination of the Asbestos Debtors' $10MM DIP financing
effective April 1, 2009.  Mr. Lapinsky stated in the letter that
as of the DIP Facility termination date, the Debtors no longer
intend to fund the payment of fees and expenses of professionals
retained by the Asbestos Debtors' bankruptcy estates under the DIP
Facility, including the professionals of the Asbestos Fiduciaries.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, argues that the Debtors engaged in
improper retaliation against Court-appointed representatives for
pursuing their fiduciary duties by suspending the professional
fees and expenses.  He asserts that with the company flush with
cash, the Debtors' threats on the Asbestos Fiduciaries constitute
a reprisal against estate fiduciaries for daring to act
independently of the Debtors' wishes.

"It is difficult to put an attractive face on what the Debtors
have done in attempting to coerce estate fiduciaries to change
their position in this bankruptcy case," Mr. Esserman tells the
Court.  He points out that the Debtors' action prevents the
Asbestos Fiduciaries from performing their necessary duties and
requires a complete abatement of all case activity until the
consequences of the threat upon estimation, solicitation and
confirmation are determined.

Mr. Esserman further contends that the Debtors' threatened action
requires the Court to suspend or vacate its order relating to the
compromise with respect to Sterlite (USA), Inc.  He adds that the
suspension of payment puts the whole status of the plan of
reorganization sponsored by Sterlite in doubt.

The Asbestos Fiduciaries ask the Court to enter an order:

   (a) vacating all deadlines applicable in any way to
       estimation, disclosure, solicitation or confirmation;

   (b) denying or suspending approval of the Debtors' Disclosure
       Statement;

   (c) set a status conference under Section 105(d) of the
       Bankruptcy Code to further consider the consequences of
       the Debtors' action, unless the actions are immediately
       withdrawn by the Debtors and the Debtors commit to pay the
       administrative expenses of the Asbestos Fiduciaries.

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).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

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

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


ASARCO LLC: Disclosure Statement Hearing Moved; AMC Has Rival Plan
------------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has postponed the hearing to consider
the adequacy of Disclosure Statement explaining the Amended Plan
of Reorganization of ASARCO LLC and its debtor affiliates to
May 15, 2009.

The Disclosure Statement Hearing was previously set for April 28,
2009.

Asarco Incorporated and Americas Mining Corporation, ASARCO LLC's
parent, have related that they intend to file their own Plan and
Disclosure Statement no later than May 15, 2009.  In this light,
Court revised certain hearing dates and procedures that will
govern the approval of the Disclosure Statement with respect to
the anticipated plan of reorganization to be filed by the Parent
and the confirmation hearing with respect to the Parent Plan and
the Debtors' Plan.  Counsel for the Debtors and the Parent have
negotiated the form of the revised confirmation case management
order that was signed and orally modified by Judge Schmidt on
April 28, 2009.

If the Parent files its own Plan and Disclosure Statement are
filed by the May 15 Filing Deadline, the Court held that:

   (a) the Original Confirmation CMO will be superseded in all
       respects by the Revised Confirmation CMO;

   (b) the Debtors and the Parent will promptly develop a joint
       disclosure statement that describes both the Parent Plan
       and the Debtors' Plan; and

   (c) the Debtors and the Parent will promptly develop revised
       Solicitation Procedures with respect to both the Parent
       Plan and the Debtors' Plan that will be considered in
       connection with the hearing on the Joint Disclosure
       Statement.

If the Parent Plan and Disclosure Statement are not filed by the
Filing Deadline, then the Court will consider final approval of
the Debtors' Disclosure Statement and Solicitation Procedures at
the May 15 hearing, and the Debtors will be free to commence
solicitation of their Plan immediately after the Court has
approved the Debtors' Disclosure Statement and Solicitation
Procedures.

Assuming that a Parent Plan is filed by the Filing Deadline, these
objection deadlines and hearing dates will govern approval of the
Joint Disclosure Statement, the Parent Plan, and the Debtors'
Plan:

   May 22, 2009     Deadline for filing written objections to the
                    Parent Disclosure Statement or to the Joint
                    Disclosure Statement

   May 26, 2009     Disclosure Statement Hearing on Joint
                    Disclosure Statement and Joint Solicitation
                    Procedures and to address any unresolved
                    disputes related to the same

   June 5, 2009     Deadline to file objections to confirmation
                    of Parent Plan or Debtors' Plan

   July 15-17, 2009 Confirmation Hearing of Plan or Plans.
                    Confirmation Hearing will continue on
                    July 20 to 24, as necessary

Any party seeking modifications to the Parent Disclosure
Statement, the Joint Disclosure Statement, and the Joint
Solicitation Procedures must send a request to counsel for the
applicable plan proponent, which will undertake to resolve all
modification requests and any formal objections prior to the
Disclosure Statement Hearing.  No discovery will be permitted in
connection with the Disclosure Statements without compliance with
that requirement and thereafter, leave of Court.

Judge Schmidt noted that he may consult with the U.S. District
Court for the Southern District of Texas regarding the procedure
for entry or affirmation of the confirmation order in compliance
with Section 524(g) of the Bankruptcy Code.  He added that
concurrent with or before the approval of the Disclosure
Statement, the Bankruptcy Court will, after considering the
arguments of the parties, formulate that procedure.

The Revised Confirmation CMO also sets these schedules and
deadlines:

   May 11, 2009   Deadline for filing notice of intention to
                  participate in confirmation discovery

   May 14, 2009   Deadline for the Debtors to file and serve
                  confirmation service list

   May 18, 2009   Deadline for filing requests for production of
                  Documents

   May 26, 2009   Deadline for the plan parties to serve their
                  responses, admissions, and objections to
                  Confirmation Discovery Requests

   June 1, 2009   Deadline for plan parties to produce all non-
                  objectionable and non-privileged documents
                  responsive to Confirmation Discovery Requests

   June 5, 2009   Deadline for plan parties to file and serve
                  list of all witnesses, whose testimony will be
                  presented at the Confirmation Hearing

   June 8, 2009   Deadline for plan parties to exchange among
                  themselves their lists identifying the
                  witnesses they wish to depose in connection
                  with the Confirmation Hearing

   June 9, 2009   The Debtors, the Parent and Confirmation
                  Participants will meet to agree on the date,
                  time and place at which the deposition of each
                  person identified in the Confirmation
                  Deposition Witness Lists will be held

   June 11, 2009  Deposition of fact witnesses commences

   June 12, 2009  Deadline for plan parties to file and serve
                  expert reports

   June 19, 2009  Deadline for plan parties to identify any
                  rebuttal experts

   June 22, 2009  Deadline for plan parties to file and serve
                  rebuttal expert reports or responsive reports
                  of previously identified experts

   June 23, 2009  Depositions of expert witnesses will be
                  conducted

   June 29, 2009  Deadline to complete all Confirmation
                  depositions

   July 7, 2009   Pre-Confirmation status conference

A full-text copy of the Revised Confirmation CMO can be obtained
for free at:

http://bankrupt.com/misc/ASARCO_Revised_DS_Schedules_042809.pdf

                 Objections to 3rd Amended Plan

ASARCO Incorporated and Americas Mining Corporation oppose the
balloting and solicitation procedures embodied in the Debtors'
request to approve the adequacy of the Disclosure Statement
supporting the Debtors' Third Amended Joint Plan of Reorganization
and to establish certain procedures related to the Plan's
confirmation.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends that the Debtors' proposed solicitation
procedures should not be approved at this time.  He points out
that the Debtors intend to seek Court approval of their Disclosure
Statement and Solicitation Request despite the fact that neither
contemplate nor provide for concurrent solicitation of the
Parent's proposed plan of reorganization along with the Debtors'
Plan.

"It makes no sense to waste time and resources seeking approval of
the Solicitation Request when the procedures will have to be
revamped to accurately reflect that creditors are going to be
presented with two plans to consider and vote upon," Mr. Beckham
argues.

The Parent asserts that the Third Amended Disclosure Statement is
deficient as it fails to adequately address the Plan the Parent
intends to file.  Rather than proceeding with a defective
Solicitation Request now, Mr. Beckham maintains that the prudent
thing to do is to abate it until the time a disclosure statement
reflecting both the Parent's Plan and the Debtors' Plan is
presented to the Court for approval.

The Official Committee of Asbestos Claimants and the Future
Claims Representative Robert C. Pate contend that Debtors'
proposed solicitation procedures raise substantial due process
concerns.  On behalf of the Asbestos Committee and the FCR,
Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, asserts that the Third Amended
Disclosure Statement:

   -- does not offer a proposed aggregate asbestos settlement
      amount,

   -- does not contain the Court's estimation of the aggregate
      settlement liability of the Debtors, and

   -- does not contain a reasonably close estimation of the
      likely recovery by current and future asbestos claimants.

The inability of creditors to make an informed decision about the
Third Amended Plan based on inadequate disclosures precludes
solicitation of that Plan at this time, Mr. Esserman argues.  He
also adds that the Debtors' proposed ballot for individual
asbestos claimants and the proposed master asbestos ballot are
defective.

In a subsequent Court filing, the Asbestos Committee and the FCR
reiterated their position and expressed opposition to the Fourth
Amended Disclosure Statement.  They contend that the new
Disclosure Statement fails to disclose that the Debtors propose
to give a release to the Sterlite Entities for no consideration.

Mr. Esserman adds that because the Debtors use outdated data
regarding the price of copper and the equity values of copper
companies, their valuation of the Sterlite release is misleading.
He insists that the Debtors must make full disclosure of market
multiple valuations and discounted cash flow valuations using
current data.

Wells Fargo Bank, National Association, Wilmington Trust Company
and Deutsche Bank Trust Company Americas joined in the objection
lodged by the Official Committee of Unsecured Creditors of ASARCO
LLC against the Disclosure Statement in support of the Debtors'
Third Amended Joint Plan of Reorganization.

Wells Fargo, Wilmington Trust and Deutsche Bank serve as indenture
trustees under seven indentures, pursuant to which the Debtors
issued, or are obligated on, approximately $440 million in funded
bond debt.

The Creditors Committee asserts that the Disclosure Statement
should be amended to provide sufficient information to address
certain issues, including a discussion of the entry of the
judgment recently made by District Court Judge Andrew Hanen of the
U.S. District Court for the Southern District of Texas with
respect to the dispute on the transfer of the Southern Peru Copper
Company stock.

Wells Fargo, Wilmington Trust and Deutsche Bank also joined in the
objection of ASARCO LLC's majority bondholders.  The Major
Bondholders contend that the Disclosure Statement does not contain
adequate information as required by Section 1125 of the Bankruptcy
Code and therefore, should be denied.

                        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).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

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

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


ASARCO LLC: Files 4th Amended Plan & Disclosure Statement
---------------------------------------------------------
ASARCO LLC and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of Texas their Fourth
Amended Joint Plan of Reorganization and accompanying Disclosure
Statement on April 27, 2009.

ASARCO LLC's recent plan filing addresses the Court's directive
requiring ASARCO to file amendments to its Third Amended Plan to
sufficiently describe the proposed treatment of asbestos creditors
in light of statements made on the record at the April 13 and 14,
2009 hearings and the April 20, 2009 status conference.

The most recent plan version of ASARCO LLC embodies the proposed
sale of its operating assets to Sterlite (USA), Inc., and as
previously reported, Judge Schmidt approved the proposed form of
the Renewed Purchase and Sale Agreement between the Debtors and
Sterlite on April 22, 2009, including the agreement provisions on
a conditional release of Sterlite's obligations under the
original PSA and bid protections for Sterlite.  Judge Schmidt
overruled all objections to the Sterlite Settlement Motion not
other resolved, opining that the Settlement is fair and
reasonable under the current circumstances.

In a counteroffer bid, Asarco Incorporated and Americas Mining
Corporation, ASARCO LLC's parent, have also notified the Court
that they are willing to put up $1.3 billion in cash for ASARCO
LLC's operating assets through a plan of reorganization to be
filed before May 15, 2009.

Sterlite Chairman Anil Agarwal said Sterlite is ready to compete
with any rival bid to buy ASARCO, tradingmarkets.com reports.
Sterlite's parent, Vedanta Resources plc, has seconded Sterlite's
stand.  Vedanta Deputy Executive Chairman Navin Agarwal stated at
an analyst conference, "[T]here always can be a competing bid and
if that happens we have a right to match it."

Navin Agarwal nevertheless, maintained that that it will take
another three to four months to complete the contemplated ASARCO
LLC-Sterlite transaction, subject to court approval.

The Fourth Amended Plan provides updates on treatment and
designation of claims, especially those under Class 3 General
Unsecured Claims and Class 4 Unsecured Asbestos Personal Injury
Claims.

The Amended Plan is also updated with the latest developments in
the Debtors' bankruptcy cases, including (i) ASARCO's continued
discussions to achieve a global resolution of asbestos claims,
(ii) the Official Committee of Unsecured Creditors' request to
establish deadlines on estimation of Derivative Asbestos Claims
and the Official Committee of Asbestos Claimants and FCR's
contention that such an estimation is unnecessary and a waste of
judicial and estate resources, (iii) the recent final judgment on
the adversary proceeding against Americas Mining Corporation
regarding ASARCO's shares in Southern Peru Copper Company, now
known as Southern Copper Corporation, (iv) the Debtors' proposed
settlement of environmental claims, and (v) the agreement in
principle among the Parent, the Asbestos Committee and the FCR in
relation to the terms of a Chapter 11 plan the Parent is
preparing for ASARCO LLC.

The Asbestos Trust, as provided under the Fourth Amended Plan,
will be funded with (i) 100% of interests in Reorganized
Covington Land Company, and (ii) cash in the amount of the
Asbestos Personal Injury Claims and Demands against ASARCO, as
estimated by the Bankruptcy Court.  ASARCO LLC says it intends to
provide the Asbestos Trust with Cash in the amount estimated or
approved by the Bankruptcy Court as sufficient to satisfy the
Asbestos Trust's administration costs.  ASARCO believes any non-
derivative liability of ASARCO will be substantially less than
the $267 million as estimated at the low end by its expert for
the subsidiary claims liability.

Whole subsections in the Fourth Amended Plan are dedicated to
discussions regarding the SCC Litigation Trust, which will be
funded with the SCC Final Judgment and the Residual Assets
Liquidation Trust, which will be established to liquidate the
ASARCO and Other Subsidiary Debtors' residual assets.

The Debtors also revealed that their DIP term loan credit
facility, which expired April 1, 2009, has total balance of $2.1
million as of April 17, 2009.

Full-text copies of the Debtors' blacklined Fourth Amended Plan
and Disclosure Statement are available for free at:

    http://bankrupt.com/misc/ASARCO_4th_Plan_Blacklined.pdf
    http://bankrupt.com/misc/ASARCO_4thDS_Blacklined.pdf

                Designation & Treatment of Claims

The earlier versions of the Debtors' plan of reorganization filed
in 2008 provided for separate classes for Trade and General
Unsecured Claims, Bondholders Claims, Toxic Tort Claims,
Previously Settled Environmental Claims, Miscellaneous Federal
and State Environmental Claims and Residual Environmental Claims.
Under the Debtors' more recent plan versions, including the
Fourth Amended Plan, the Claims are combined into a single Class
of General Unsecured Claims.

The Environmental Claims were divided into three classes
corresponding to the environmental settlement agreements that
were incorporated into the earlier versions of the plan filed in
2008, but are now the subject of a request for approval filed
outside the context of the Plan.

The Bondholders Claims were designated in a separate class
because the July 31, 2008 plan gave the Debtors the option of
reinstating the Bondholders Claims.  Because the reasons for
having separate classes are no longer present and because
administration would be more efficient and cost-effective with a
single combined claim class, the Debtors consolidated the
separate Bondholders Claims into the Class of General Unsecured
Claims.

Under the Fourth Amended Plan, the estimated aggregate amount of
Allowed Administrative Claims is estimated to range $441 million
to $612 million, the lower end of the range assumes that the
Parent's Administrative Claim is denied administrative priority
and disallowed in full, while the high end of the range assumes
that the Parent's Administrative Claim is granted administrative
priority for $161.7 million.

Holders of Class 2 Secured Claims are entitled to vote, but only
the votes of claimants receiving the cash payment option will be
counted.  Holders of Class 3 General Unsecured Claims will
receive the holder's pro rata share of Plan Consideration,
consisting of Cash, Litigation Trust Interests, SCC Litigation
Trust Interests, and Residual Assets Liquidation Trust Interests.
The estimated aggregate amount for Class 2 Claims is $2.1 billion
to $2.3 billion.

Cash recoveries for Class 3 claim holders, depending on the
Bankruptcy Court's estimate of allowed amounts of ASARCO's
liability on account of Claims and Demands in Class 4 including
interest, will be in these percentages:

     Illustrative Estimated              Class 3 Cash
     Asbestos Claim Amount              Recovery Range
     ---------------------              --------------
            $25,000,000                    88% - 100%
           $100,000,000                    84% -  97%
           $150,000,000                    82% -  95%
           $250,000,000                    77% -  90%
           $500,000,000                    66% -  78%
           $750,000,000                    54% -  66%
         $1,000,000,000                    43% -  54%

Class 3 holders will also recover interests in:

   -- the Litigation Trust Interests;

   -- the SCC Litigation Trust to be funded with the SCC Final
      Judgment; and

   -- the Residual Assets Liquidation Trust, although the present
      value of that certain Sterlite Promissory Note is already
      included in the Class 3 Cash Recovery and is valued at
      $203 million.

Asbestos-related payment demands and Class 4 Unsecured Asbestos
Personal Injury Claims will be channeled to the Asbestos Trust,
and processed, liquidated, and paid pursuant to the terms and
provisions of the Asbestos TDP and the Asbestos Trust Agreement.

The Debtors will solicit votes from Class 4 claimholders.  If the
Bankruptcy Court determines that Class 4 is unimpaired, then
holders of claims in Class 4 will be conclusively presumed to
have accepted the Fourth Amended Plan for purposes of Section
1129 of the Bankruptcy Code.  In that event, the Bankruptcy Court
may determine that the holders are also conclusively presumed to
have accepted the Plan for purposes of Section 524(g) of the
Bankruptcy Code, or may require the votes of Class 4 claimants to
be counted to determine whether the 75% voting requirement of
Section 524(g) is satisfied.  If the Bankruptcy Court determines
that Class 4 is impaired, the ballots cast by Class 4 claim
holders will be used to determine whether Class 4 accepts or
rejects the Fourth Amended Plan for purposes of Sections 1129 and
524(g).  Estimated recovery of Allowed Class 4 Claims is 100%.
The estimated aggregate amount of Class 4 Claims is still to be
determined.

The estimated aggregate allowed amount of Class 6 Late Filed
Claims is increased under the Fourth Amended Plan as ranging from
$10 million to $26 million.

                  Distribution of Sale Proceeds

The Fourth Amended Plan contemplates that majority of the
proceeds from the Sterlite Sale, together with distributable cash
and subsequent distributions, will be paid to holders of Allowed
Claims largely in accordance with the priorities established by
the Bankruptcy Code.  Priority of claim distribution is in this
order:

  1. Administrative Claims, Priority Tax Claims & Priority Claims
  2. Secured Claims, either paid the Allowed Amount or reinstated
  3. Holders of Convenience Claims
  4. Unsecured Asbestos PI Claims, thru the Asbestos Trust
  5. Allowed General Unsecured Claims and the Asbestos Trust will
     receive pro rata distributions of all remaining Available
     Plan Funds, as well as the Litigation Trust Interests, the
     SCC Litigation Trust Interests, and the Residual Assets
     Liquidation Trust Interests

Late-Filed Claims, Subordinated Claims, and Interests will not
receive or retain any property under the Fourth Amended Plan,
unless the Bankruptcy Court determines that the Plan
Consideration is sufficient to permit distributions to those
holders.

The Fourth Amended Plan provides for the Asbestos Subsidiary
Debtors to be merged into Covington and the Other Subsidiary
Debtors other than Covington to be substantively consolidated
with and into ASARCO LLC.  Alternatively, the Debtors reserve the
right to consolidate the Asbestos Subsidiary Debtors into
Covington and the remaining Debtors into ASARCO LLC pursuant to
Section 1123(a)(5)(C) of the Bankruptcy Code, in which case,
votes on the Fourth Amended Plan will be counted on a Debtor-by-
Debtor basis.

As a third alternative, the Debtors reserve the right to proceed
with the Fourth Amended Plan as only to ASARCO LLC and any one or
more of the Subsidiary Debtors that ASARCO LLC designates.  The
Subsidiary Debtors not included in the Fourth Amended Plan with
ASARCO LLC would thereafter file one or more separate plans under
Chapter 11 of the Bankruptcy Code or convert their cases to
liquidation cases under Chapter 7 of the Bankruptcy Code.

                      Miscellaneous Assets

ASARCO LLC holds various non-core assets that it has accumulated
over its history estimated at a current aggregate value of less
than $50 million.  The miscellaneous assets include a promissory
note from Americas Mining Corporation, on which a $20 million
payment is due in October 2009 and which the U.S. District Court
for the Southern District of Texas in the SCC Litigation has
relieved AMC from the obligation it has to make.  Other
miscellaneous assets include marketable securities in other
companies, various life insurance policies and settlements, and a
royalty stream from ASARCO's 2006 sale of coal rights in Sebastian
County, Arkansas.

                        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).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

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

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


ASARCO LLC: Gets Open-Ended Deadline to Remove Civil Actions
------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas grants ASARCO LLC's request to further
extend the deadline within which they may remove pending civil
actions to the U.S. Bankruptcy Court through 90 days after the
effective date of any plan of reorganization confirmed in their
bankruptcy cases.

The current Removal Period Deadline was May 1, 2009.

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).

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

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

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


ASARCO LLC: Judge Says Settlements Should Stay in Bankruptcy Court
------------------------------------------------------------------
Judge Richard Schmidt of U.S. Bankruptcy Court for the Southern
District of Texas recommends that the request of Asarco
Incorporated to withdraw reference of ASARCO LLC and its debtors
affiliates' environmental claims settlements motion should be
denied on the grounds that (i) it is untimely, (ii) it does not
require substantial and material consideration of the
Comprehensive Environmental Response, Compensation and Liability
Act, and (iii) the Parent failed to demonstrate that the request
should be granted "for cause shown."

"The Bankruptcy Court, having heard all arguments and reviewed all
of the evidence for purposes of estimating the claims relating to
[affected] sites, is in the best position to evaluate any
settlement with regard to them," Judge Schmidt says in a 17-page
report and recommendation.  "Moreover, after approving more than
two dozen environmental settlements to date, the Bankruptcy Court
is familiar with the issues arising under CERCLA and bankruptcy
law in regards to such settlements," he continues.

As reported by the Troubled Company Reporter on April 15, 2009,
Asarco Incorporated sought withdrawal of reference to the U.S.
District Court for the Southern District of Texas of ASARCO LLC's
request for approval of global settlements of environmental claims
under Rule 9019 of the Federal Rules of Bankruptcy Procedure and
the Parent's objection to that request.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends that the reference must be withdrawn
because the U.S. Bankruptcy Court lacks jurisdiction to approve
the request.  He asserts that pursuant to Section 157(b)(5) of the
Judicial and Judiciary Procedures Code, withdrawal to the District
Court may be mandatory where resolution of the proceeding requires
substantial and material consideration of, inter alia, any federal
statute regulating activities affecting interstate commerce.

Judge Schmidt, however, notes that "Withdrawal of the reference in
this instance will further clog the District Court's overburdened
docket and will serve no one."

"If the reference is withdrawn now, the parties will have to
educate another tribunal on the facts and background of a rather
complex claims allowance process.  To withdraw the reference at
this late date would be a complete waste of judicial resources and
would jeopardize the confirmation process in this case," he says.

A full-text copy of Judge Schmidt's report and recommendation can
be obtained for free at:

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

In a separate order, Judge Schmidt vacated a previously signed
order setting a May 8, 2009 hearing for the request of the
withdrawal of reference filed by the Hazardous Materials and Waste
Management Division of the Colorado Department of Public Health
and Environment.  Judge Schmidt held that the matter was filed by
Colorado as a joinder and not as a request.

                        About ASARCO LLC

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

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

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

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

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

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

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

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted its own plan which allows it to keep its equity
interest in ASARCO LLC by offering full payment to ASARCO's
creditors.  AMC would provide up to US$2.7 billion in cash and 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)


BANK OF AMERICA: Directors Remain Firm on Backing CEO K. Lewis
--------------------------------------------------------------
Dan Fitzpatrick and Marshall Eckblad at The Wall Street Journal
report that Bank of America Corp. directors showed no sign on
Thursday of losing faith in Chief Executive Kenneth Lewis, despite
calls on the board to accelerate its search for a potential
successor.

The CtW Investment Group Executive Director William Patterson said
on April 30, "Yesterday, shareholders delivered an unambiguous
call for new leadership at Bank of America.  By removing Ken Lewis
as Chairman and signaling strong opposition to his remaining on
the board of directors, shareholders took the critical first
steps.  The onus is now on the board to act on the underlying
management and board concerns that drove yesterday's shareholder
vote.  At minimum, this includes accelerating the board's CEO
succession plan and initiating the longer process of reforming the
board itself.

"Like RiskMetrics, we believe the entire board must be
reconstituted if it is to both restore its credibility and
demonstrate its independence.  The independent directors failed to
take these necessary steps under the leadership of Lead Director
Temple Sloan, who barely received a majority shareholder vote
yesterday.  Overcoming their recalcitrance will now require strong
leadership from Dr. Walter E. Massey, who the board named to be
Independent Chairman.  The wisdom of the board's choice for its
new leader rests on whether the board moves swiftly to initiate
these reforms, with input from institutional shareholders, or
continues business as usual," Mr. Patterson stated.

Citing a person familiar with the matter, WSJ relates that the 18-
member board isn't considering pushing out or easing aside Mr.
Lewis, who was stripped of his duties as Bank of America's
chairperson.  According to WSJ, Stanford University finance
assistant professor Dirk Jenter said, "The board is full of people
that [Mr. Lewis] put" there.

WSJ states that some corporate-governance experts criticized the
selection of Walter Massey, president emeritus of Morehouse
College in Atlanta, as Bank of America's new chairperson.
According to the report, Mr. Massey has been on the board since
1998 but has no professional banking experience and is nearing the
board's mandatory retirement age.  "I don't know what Mr. Massey
will do.  All I know is the track record of the board," WSJ quoted
Charles Elson, director of the University of Delaware's Center for
Corporate Governance, as saying.

                          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.


BERNARD L. MADOFF: Court Okays Sale to Castor Pollux for $25.5MM
----------------------------------------------------------------
Christopher Scinta and Thom Weidlich at Bloomberg News reports
that the Hon. Burton Lifland at the U.S. Bankruptcy Court for the
Southern District of New York has approved Bernard L. Madoff
Investment Securities LLC's sale to Castor Pollux Securities LLC
for $25.5 million.

As reported by the Troubled Company Reporter on April 30, 2009,
Irving Picard, the trustee for the Company, said that Castor
Pollux won the auction for the market-making business.  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.

According to Bloomberg, Mr. Picard said that Castor Pollux offered
to pay $1 million in closing and as much as $24.5 million in
deferred payouts through 2013 depending on the business'
performance.

Marc Hirschfield, Mr. Picard's lawyer, said that he sent Bernard
Madoff's brother, Peter, a proposed licensing agreement two weeks
ago to allow the buyer to use the technology at no cost, Bloomberg
relates.  Peter Madoff, says Bloomberg, responded with a revised
agreement requiring a $500,000 fee.

Mr. Picard will seek to have Primex declared part of the bankrupt
estate, Bloomberg says, citing Mr. Hirschfield.  "Peter, Ruth
[Bernard Madoff's wife] and others owned interests in two holding
companies that own Primex," the report quoted Mr. Hirschfield as
saying.  Under the agreement with Castor Pollux, the technology
would be licensed on a nonexclusive basis, the report states,
citing Mr. Hirschfield.

Mr. Hirschfield, according to Bloomberg, said that recoveries
still stand at $1 billion and the major assets that are still to
be sold include a company plane and a stake in a plane owned by
Berkshire Hathaway Inc.'s NetJets.

                  About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Irving Picard Sues Stanley Chais & Family
------------------------------------------------------------
Irving Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, said in a statement that he has
filed a complaint in the U.S. Bankruptcy Court for the Southern
District of New York against investment manager Stanley Chais and
members of his family.

The Wall Street Journal relates that Mr. Chais ran an exclusive
investment pool in California that placed money with Mr. Madoff.
Mr. Picard, according to WSJ, wants Mr. Chais to return $1 billion
worth of transactions with the Madoff firm.

Court documents say that Mr. Picard claims that Mr. Chais and the
other defendants collectively profited from the Madoff scheme
since December 1995 through the withdrawal of more than
$1 billion.  Mr. Picard said in court documents that the
defendants "knew or should have known" that they were "reaping the
benefits of manipulated purported returns, false documents and
fictitious profits."

WSJ states that Eugene Licker, an attorney for Mr. Chais, said
that his client "is saddened by the Trustee's suit and outraged by
the very public way in which the Trustee has proceeded, including
suing Mr. Chais' children and their spouses and referring to Mr.
Chais' grandchildren, none of whom had any decision making
involvement in the investments."

WSJ quoted David Sheehan, the counsel for Mr. Picard, as saying,
"This is the first of several actions that will be brought against
entities that either acted as insiders with Bernard Madoff and
(Bernard L. Madoff Investment Securities LLC) or that benefited
from Madoff's scheme to the severe detriment of other customers of
BLMIS."  According to WSJ, Mr. Picard said that he expects to
bring similar actions in coming months.

Mr. Chais is also facing lawsuits from investors, WSJ states.

                  About Bernard L. Madoff

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

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

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

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

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


BLACK ANGUS HOLDINGS: Case Summary & 22 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Black Angus Holdings, LLC
        16012 Metcalf Avenue
        Suite 1
        Overland Park, KS 66085

Bankruptcy Case No.: 09-21349

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Neil S. Sader, Esq.
                  The Sader Law Firm, LLC
                  4739 Belleview
                  Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  Email: nsader@saderlawfirm.com

Total Assets: $554,694

Total Debts: $3,192,365

According to its schedules of assets and liabilities, $1,889,133
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

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

          http://bankrupt.com/misc/ksb09-21349.pdf

The petition was signed by Brian W. Studdard.


BRODER BROS: Lenders Grant Covenant Relief; Financials Due May 26
-----------------------------------------------------------------
Broder Bros., Co., has entered into a second amendment and a third
amendment with respect to its existing revolving loan credit
agreement with Bank of America, N.A., as administrative agent and
the other lenders party.

The Company also has amended the terms of the 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 such 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.

The Second Amendment extends, until May 26, 2009, the date on
which the Company must deliver audited financial statements for
fiscal 2008 to the Revised Credit Agreement lenders.

The Third Amendment permits Broder Bros. to change the consent
payment being offered in connection with the exchange offer for
all of the Company's outstanding 11-1/4% Senior Notes due on
October 15, 2010.

Specifically, the Third Amendment allows Broder Bros. to make a
consent payment in cash equal to $20.00, $10.00 being paid on the
early settlement date and $10.00 being paid October 1, 2009, per
$1,000 principal amount of the Existing Notes tendered; provided,
that the Company's ability to make the cash payment due October 1,
2009, pursuant to the terms of the Exchange Offer is subject to
compliance with a covenant in the Revised Credit Agreement that
requires the Company to either (i) pay the October portion of the
consent fee with the proceeds of a designated equity issuance --
as defined in the Revised Credit Agreement -- or (ii) have at
least $10,000,000 of excess availability after giving effect to
such payment.

The new securities issued pursuant to the exchange offer have not
been and will not be registered under the Securities Act of 1933,
as amended 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.

Prior to this 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 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, to participate in the exchange offer and mutual release and
consent solicitation.  In connection with such 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.

                    About Broder Bros. Co.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co. --
http://www.broderbrosco.com,http://www.broderbros.com,
http://www.alphashirt.comand http://www.nesclothing.com/-- owns
and operates three brands in the imprintable sportswear industry:
"Broder," "Alpha" and "NES."  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. Co. 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%-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 Bros., Co.'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.


CARAUSTAR INDUSTRIES: May 8 Deadline to Submit Refinancing Plan
---------------------------------------------------------------
Caraustar Industries, Inc. executed an amendment to its senior
credit facility to defer until May 8, 2009 notification to the
participating lenders in the bank group of the company's plan to
refinance or defease the company's 7.375 percent Senior Notes.  As
of April 30, 2009, the company is obligated to apply cash receipts
to any outstanding balance drawn on its revolving credit line.
There is no balance drawn on the credit line and the company
believes that it has sufficient cash on hand to fund current
operations.

However, the company's 7.375 percent Senior Notes mature June 1,
2009.  Given the significant constraints in the credit markets,
the Company believes it would be unable to refinance its notes
prior to maturity.  Accordingly, continuing as a going concern is
dependent on it reaching satisfactory agreement with the holders
of the 7.375 percent Senior Notes with respect to a restructuring.
The Company said it is not possible to determine whether it will
reach an agreement with noteholders or to assess the feasibility
and timing of the implementation of any proposed restructuring.

Mr. Keough further commented, "We continue discussions with the ad
hoc committee of our senior noteholders with respect to a
restructuring of our debt obligations. We will disclose additional
information as appropriate."

The Company expects to be able to continue to service customers'
needs and will work to minimize disruptions to operations caused
by this uncertainty.

As of March 31, 2009, the company had $25.6 million of
availability under its Senior Credit Facility, after giving effect
to $16.0 million in letters of credit and the $20.0 million
minimum availability reserve, both of which reduce availability.

                    $4,400,000 Q1 2009 Net Loss

On Friday, Caraustar Industries said sales from operations for the
first quarter ended March 31, 2009, were $159.3 million compared
to sales of $216.5 million for the same quarter in 2008.  Net loss
for the first quarter of 2009 was $4.4 million, or $0.15 per
share, compared to 2008 first quarter income of $200,000, or $0.01
per share.  The first quarter 2009 and 2008 results from
operations included restructuring and impairment costs of
approximately $9.5 million, or $0.21 per share, and $700,000, or
$0.02 per share.

Total paperboard volume for the first quarter of 2009 decreased
approximately 73.4 thousand tons, or 31.4 percent, compared to the
same quarter last year.  The decrease was attributable to 33.4
thousand tons of lower gypsum facing paper and other specialty
paperboard tons from Premier Boxboard Limited LLC, which
membership interest was sold on July 24, 2008, an 8.8 thousand ton
decrease in other (non-PBL) gypsum facing paper, and a 16.3
thousand ton decrease in tube and core board.  The decrease in
gypsum facing paper production is associated with declines in the
construction industry, and the shortfall in the tube and core
segment is attributable to lower overall demand due to the
recessionary economic conditions.  The company operated 3 fewer
paperboard mills in the first quarter of 2009 compared to the same
period last year. In the first quarter of 2009, Caraustar's mill
capacity utilization was 93.3 percent, compared to industry
capacity utilization of 82.6 percent.

             $1,900,000 Paid to Restructuring Advisors

The Company said the $9.1 million decrease in pre-tax results was
primarily attributable to higher restructuring and impairment
costs of $8.8 million, increased pension expense of $2.3 million,
and higher professional fees of $1.9 million related to efforts to
restructure the company's 7.375 percent Senior Notes maturing on
June 1, 2009.  These costs were partially offset by lower salaries
and a reduction in other employee benefit expenses of $1.9 million
and lower interest expense of $400,000.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "Overall, we were pleased with the results
of operations in the first quarter. Despite a challenging economic
backdrop, the company was able to deliver solid results. Our
employees continue to remain focused on meeting customers' needs
and operational excellence, and we see the benefits of their focus
and hard work.  Our operations are running safer than they have
ever run.  Our first quarter 2009 results, however, were impacted
by weaker volume, particularly in our tube and core business, as
industrial production remained slow.  We recouped some losses due
to lower fiber costs, quarter-over-quarter.  We are beginning to
see margin compression as fiber costs rise and capacity
utilization decreases because of declining demand."

                March 31 Balance Sheet Upside-Down

The company ended the quarter with a cash balance of $25.6 million
compared to $35.5 million at December 31, 2008.  For the quarters
ended March 31, 2009 and 2008, the company used $9.0 million and
$3.7 million, respectively, of cash from operating activities. The
$5.3 million increase in cash used was primarily due to increased
working capital.  Capital expenditures decreased quarter-over-
quarter to $1.0 million from $3.9 million in 2008.

The Company had $366.8 million in total assets; and $251.1 million
in total current liabilities, $36.5 million in long-term debt,
less current maturities, $73.8 million in pension liability, $15.3
million in other liabilities, resulting in $10.0 million
shareholders' deficit, as of March 31, 2009.

                    About Caraustar Industries

Caraustar Industries, Inc. -- http://www.caraustar.com/-- is one
of North America's largest integrated manufacturers of 100%
recycled paperboard and converted paperboard products.  Caraustar
serves the four principal recycled boxboard product end-use
markets: tubes and cores; folding cartons; gypsum facing paper and
specialty paperboard products.


CARE FOUNDATION: June 30 Deadline for Proofs of Claim Set
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
established June 30, 2009, at 4:00 p.m. Central Time as the
general bar date for the filings of proofs of claim in Care
Foundation of America, Inc., et al.'s Chapter 11 cases.

The governmental bar date is July 30, 2009, at 4:00 p.m. Central
Time.

All proofs of claim must be filed so as to be received on or
before the applicable bar dates, with the Clerk of the Bankruptcy
Court, Customs House, 701 Broadway, Nashville, Tennessee 37203.

As reported in the Troubled Company Reporter on April 6, 2009, the
Debtors filed with the Bankruptcy Court on March 31, 2009, a Joint
Plan of Reorganization under Chapter 11 of the Bankruptcy Code.
The Debtors were granted until April 30, 2009, to file the
disclosure statement explaining the terms of the Plan.

On April 30, 2009, the Debtors filed with the Bankruptcy Court a
disclosure statement explaining their First Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.

A full-text copy of the disclosure statement explaining the
Debtors' First Amended Joint Plan of Reorganization is available
at http://bankrupt.com/misc/CareFoundation.Disc.St.pdf

Based in Nashville, Tennessee, Care Foundation of America, Inc. is
a nonprofit/tax-exempt organization.  Care Foundation and five
affiliates filed separate petitions for Chapter 11 relief on
December 31, 2008 (Bankr. M.D. Tenn. Lead Case No. 08-12367).
David E. Lemke, Esq., at Waller Landsden Dortch & Davis,
represents the Debtors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CCS CORPORATION: Moody's Downgrades Long-Term Ratings to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of CCS
Corporation to B3 from B2 and adjusted instrument ratings
appropriately.  Concurrently, Moody's changed the outlook for the
ratings to negative from stable.  The downgrade and negative
outlook reflect significant pressures on the company's drilling-
related businesses and the likelihood that credit metrics will
deteriorate over the next several quarters. CCS is continuing to
experience reduced demand as drilling activity in Western Canada
declines further.  Further, a protracted global recession could
leave both drilling and other industrial activities depressed over
the next several quarters.  Nonetheless, Moody's notes the
potential for internal liquidity improvements through reductions
in growth and acquisition expenditures and the liquidity benefits
from revolver availability and the presence of a delayed draw term
loan.

The company's ability to navigate the current economic environment
is substantively constrained by a highly levered capital structure
and the cyclical nature of a significant portion of the company's
revenues.  Global economic weakness, low natural gas prices and
Alberta's new royalty framework which took effect in January 2009,
likely will depress drilling activity by major oil and gas
exploration and production further, placing increased pressures on
revenues.  Beyond oil and gas-related pressures, the economy is
also likely to result in depressed demand for environmental
services and waste processing by other industrial customers.
Moody's notes that the company's ability to substantively reduce
leverage is contingent on recovery in drilling activity from the
current persistent slow down, and progress with continued customer
penetration in the Alberta marketplace.

Nonetheless, the ratings benefit from the company's leading
position in the market for waste management services to the oil
industry which mitigates downside risk.  The ratings are further
supported by: i) high barriers to entry created through a
combination of technical know-how and ownership of valuable,
permitted, treatment and disposal assets in the Alberta region and
elsewhere, ii) the company's significant scale and broad range of
services, which span oilfield services, clean-up work and disposal
facilities, iii) relatively diversified revenue streams which
mitigate dependence on cyclical oil and gas drilling activity, iv)
favorable medium-term prospects in terms of outsourcing of non-
core activities by oil and gas companies and continuing activity
in conventional oil extraction, and v) longer term opportunities
with respect to international expansion and non-conventional oil
sands extraction.

Moody's took these rating actions:

  -- Downgraded the Corporate Family Rating to B3 from B2;

  -- Downgraded the Probability of Default Rating to B3 from B2;

  -- Downgraded the US$503 million senior secured revolving credit
     facility due 2013 (inclusive of a C$175 million tranche) to
     B2 (LGD 3, 40%) from B1 (LGD 3, 34%);

  -- Downgraded the US$1,428 million senior secured term loan due
     2014 (inclusive of a US$102 million currently unfunded
     delayed draw tranche) to B2 (LGD 3, 40%) from B1 (LGD 3,
     34%);

  -- Downgraded the US$312 million senior unsecured notes due 2015
     to Caa2 (LGD 5, 85%) from Caa1 (LGD 5, 85%); and

  -- Downgraded the rating on the US$300 million senior
     subordinated notes due 2015 to Caa2 (LGD 6, 94%) from Caa1
      (LGD 6, 94%).

The outlook for the ratings was changed to negative from stable.

The previous rating action was on April 8, 2008 when Moody's
affirmed the company's B2 Corporate Family Rating.

CCS Corporation, based in Calgary, Alberta, serves its customers
through four divisions, namely: i) CCS Midstream Services, which
provides oilfield waste treatment, recovery and disposal, ii)
HAZCO Environmental & Decommissioning Services, which offers
remediation, waste management and decommissioning solutions, iii)
Concord Well Servicing, which provides well maintenance/workover
services as well as perforation and specialized drilling services,
and iv) CCS Energy Marketing, which markets crude oil and
condensate.  CCS had revenues of about C$2.7 billion for the
fiscal year ended December 31, 2008.


CHARLES J. JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Charles Jason Jones
                  dba J.C. Jones
                  dba FCC Construction
                  dba 4LEASEPURCHAS.COM
                  dba Jones Properties
               Melissa Janelle Jones
                  aka Melissa Long
               PO BOX 653
               Lebanon, TN 37088

Bankruptcy Case No.: 09-04884

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtors' Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $2,362,379

Total Debts: $4,283,291

According to their schedules of assets and liabilities, $2,322,032
of the debt is owing to secured creditors, $1,900 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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/tnmb09-04884.pdf

The petition was signed by the Joint Debtors.


CHRYSLER CANADA: DBRS Keeps Lease and Loan Securitizations Ratings
------------------------------------------------------------------
Dominion Bond Rating Service said that the current ratings remain
unchanged for all outstanding retail lease and retail loan auto-
backed securitization transactions supported by discrete pools of
retail lease and retail loans originated by Chrysler Canada Inc.
and its affiliates.

Despite the bankruptcy filing by Chrysler LLC, certain positive
factors exist to support the current ratings assigned to the
various notes.  DBRS also notes that at this time, neither
Chrysler Canada nor any of its Canadian affiliates are included in
the Chrysler LLC filing announced April 30, 2009.  These factors
include:

     (1) Performance on the lease and loan transactions evidencing
         a geographically diverse consumer base that continues to
         meet monthly payment obligations within the base loss
         expectations established at the outset of the
         transactions.

     (2) Enhancement levels that have in all cases increased since
         transaction inception.

     (3) Non-amortizing features of the enhancement that will
         allow the total level of enhancement available for losses
         to continue to grow as the note balances are repaid.

     (4) A diverse portfolio of vehicles that includes light-duty
         trucks, minivans, mid-sized passenger vehicles and fuel-
         efficient or economy cars.

     (5) Bankruptcy-remote transaction structures supported by
         opinions from nationally recognized legal counsel.

DBRS will continue to monitor the status of the bankruptcy and its
implications on the servicer, the servicers' operations and
performance of the obligors in the transactions it rates and will
take action, if warranted.


CHRYSLER FINANCIAL: DBRS Junks and Places Ratings Under Review
--------------------------------------------------------------
Dominion Bond Rating Service downgraded the ratings of Chrysler
Financial Services Americas LLC, including the Issuer Rating to C
from CCC.  Concurrently, all ratings have been placed Under Review
with Negative Implications.

This rating action follows announcement that Chrysler LLC's
intends to file for protection under Chapter 11 bankruptcy and the
announcement that Chrysler Financial will no longer be providing
financing on new Chrysler products, which ultimately places
Chrysler Financial in run-off.  The ratings of Chrysler Financial
reflect DBRS's view that the Company faces limited prospects
without access to new loan origination volume.  As such, DBRS
believes that it is unlikely that the Company will be able to
generate sufficient earnings to absorb elevated credit costs
resulting from the recessionary environment in the U.S.  Moreover,
the lowering of the secured ratings reflects DBRS's view that the
recovery prospects have been reduced as Chrysler Financial is
placed in liquidation mode.  The review placement on all the
ratings reflects the uncertainty as to timing of principle and
interest payments.


CHRYSLER INSURANCE: A.M. Best Puts 'B++' FS Rating Under Review
---------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B++
(Good) and issuer credit rating of "bbb" of Chrysler Insurance
Company (Farmington Hills, MI) under review with negative
implications.  These rating actions are due in part to Chrysler
Automotive's April 30, 2009 bankruptcy filing and the unknown
prospects of Chrysler Financial Services.

CIC, formerly DaimlerChrysler Insurance Company, is a wholly owned
subsidiary of Chrysler Financial Services Americas LLC.  Chrysler
LLC and CFS operate as stand-alone companies.

CIC's capitalization and operating performance has been and
continues to be robust.  However, CIC's current ratings are
constrained by the operating challenges of CFS and also Chrysler
LLC's recent bankruptcy filing.  The continuing solvency pressure
on these entities has prompted these rating actions.

While A.M. Best believes that CIC's current capital position
adequately supports its ratings, any structural changes resulting
from CFS and also Chrysler LLC`s bankruptcy filing, could
adversely affect the dynamics of CIC.

Additionally, A.M. Best is concerned that the continuing turmoil
in the financial markets and worsening macroeconomic trends
coupled with the ongoing weak U.S. auto market may impact CFS's
ability to attract and retain business and negatively impact CIC's
business plan.

The ratings will remain under review pending A.M. Best's imminent
review and further discussions with management relating to
Chrysler LLC's bankruptcy filling, dubbed as a swift, "surgical"
process, and organization structure or viability of CFS.


CHRYSLER LLC: SAA Analysts Warn of Increased Supplier Bankruptcies
------------------------------------------------------------------
Chrysler's Chapter 11 announcement may cause more supplier
bankruptcies and will continue to drag down the domestic
automaker's image, according to the Society of Automotive
Analysts, a leading U.S. organization providing insights and
analysis of the global automotive industry.

"This situation is not as easy as it sounds," said Laurie Harbour-
Felax, SAA vice president and president of Harbour-Felax Group.
"Thirty to 60 days in bankruptcy will be challenging for everyone
involved. It will be devastating to the supply base that is
already dealing with nine weeks of shutdown for many plants at GM
and now have all Chrysler plants down for 30 to 60 days minimum.
Unfortunately, we will be seeing many supplier bankruptcies
following this announcement today."

Chrysler follows dozens of suppliers that are either still in
bankruptcy or have recently emerged. The impact on the supplier
community is expected to be as devastating as the impact on the
already tarnished image of the domestic auto industry.

"There has been so much discussion over the past several weeks
about the possibility of bankruptcy for either Chrysler or GM that
the two companies' images may have already reached a low point,"
said Tom Libby, SAA president. "That an actual bankruptcy has
occurred may not incur that much more damage. Even so, Chrysler
and Fiat need to move as fast as possible to emerge from
bankruptcy and begin to rebuild."

"Even though Chrysler and Fiat have reached an agreement there is
much work to do," said Michael Robinet, SAA board member and vice
president of Global Vehicle Forecasts, CSM Worldwide. "Chrysler
must make substantive changes. Rationalization is critical for
success in this competitive marketplace. It must efficiently pare
its bloated dealer base and merge products and technologies with
Fiat."

Adds Rebecca Lindland, SAA board member and director of automotive
research for North and South America, HIS Global Insight:
"Questions remain about Chrysler's short-term viability, and what
bankruptcy itself will do to Chrysler's sales, which were already
down more than 40% in the first quarter of 2009. This could
further undermine Chrysler sales, which could mean a lift for
domestic competitor Ford, in particular. This may be the primary
reason that Chrysler has shuttered its production for the duration
of the bankruptcy, a highly unexpected move that has many people
wondering about the ability of its suppliers to survive. It is
also a big risk in assuming that the bankruptcy will indeed take
no more than 30-60 days; if a contentious court fight emerges, the
bankruptcy could drag on for much longer than this."

IHS Global Insight anticipates minimal changes to its total
industry light-vehicle sales forecast of 9.5-million units during
2009 as a result of this announcement.

The Society of Automotive Analysts (SAA) is the leading U.S.
organization in providing insights and analysis of the global
automotive industry. With a membership of over three hundred
industry professionals, SAA holds about six meetings annually at
which various facets of the automotive industry are reviewed and
analyzed. SAA's Board of Directors includes four respected
automotive industry analysts who have offered the following
comments on GM's April 27 announcement of a revised restructuring
plan.

Contact Information:

    SAA: www.cybersaa.org
    SAA Headquarters, 800-704-0051
    Tom Libby: TGLibby@AOL.com
    Laurie Harbour-Felax: LFelax@harbourfelax.com
    Rebecca Lindland: Rebecca.Lindland@globalinsight.com
    Michael Robinet: MichaelRobinet@csmauto.com
    SOURCE Society of Automotive Analysts

       NTMA & PMA: Tier 2 & 3 Suppliers Must Be Protected

The Precision Metalforming Association (PMA) and the National
Tooling & Machining Association (NTMA) called on U.S. government
negotiators, Chrysler officials, and others to ensure that Chapter
11 bankruptcy protection for the Chrysler Corporation recognizes
the importance of the solvency of middle market suppliers by
including payment of outstanding accounts owed to auto parts
suppliers, particularly Tier 2 and Tier 3 companies in the supply
chain.

"We need the Obama Administration's support right now to help
ensure the survival of Tier 2 and 3 suppliers," said PMA President
Bill Gaskin.  "To date, issues of concern for the OEMs, unions,
bondholders and Tier 1 suppliers have all been taken into account,
but little attention has been focused on the thousands of middle-
market, lower tier suppliers comprising the bulk of the automotive
supply chain."

"The fate of Chrysler will have a ripple effect that reaches
much farther and wider than the company and its direct
affiliates," said Gaskin.  "A recovery plan for Chrysler is
simply not viable unless it takes into account the entire
automotive supply chain, including the thousands of small and
medium-sized businesses who supply Tier 1 companies.  Without a
viable supply chain, recovery for the rest of the automotive
industry is impossible."

"The small and medium sized Tier 2 and 3 companies,
especially those who build dies, molds and special fixtures for
welding and assembly operations, make up the backbone of this
economy," said NTMA Chief Operating Officer Rob Akers.

"Bankruptcy protection for Chrysler must not be confined to
guarantees for the company or Tier 1 suppliers only.  The fate of
tens of thousands of workers spread throughout the supply chain
and throughout hundreds of communities across the United States
depends on fair treatment by Chrysler, the U.S. government and
bankruptcy courts."

NTMA is the national association representing the precision
custom manufacturing industry, which employs more than 440,000
skilled workers in the United States.  Its mission is to help
members of the U.S. precision custom manufacturing industry
achieve business success in a global economy through advocacy,
advice, networking, information, programs and services.  Many
NTMA members are privately owned small businesses, yet the
industry generates sales in excess of $40 billion a year.  NTMA's
nearly 1,600 member companies design and manufacture special
tools, dies, jigs, fixtures, gages, special machines and
precision-machined parts.  Some firms specialize in experimental
research and development work.

PMA is the full-service trade association representing the
$91-billion metalforming industry of North America.  Its nearly
1,100 member companies include metal stampers, fabricators,
spinners, slide formers and roll formers as well as suppliers of
equipment, materials and services to the industry.  Through
advocacy, networking, statistics, the Educational Foundation,
METALFORM tradeshows and MetalForming magazine, PMA helps lead
innovative member companies toward superior competitiveness and
profitability.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: U.S. Govt. Expects Fiat Alliance to Close June 27
---------------------------------------------------------------
President Obama on March 30, 2009, laid out a framework for
Chrysler to achieve viability by partnering with the international
car company Fiat.  After a month of close engagement with the
President's Auto Task Force, Chrysler, Fiat and their key
stakeholders have made unprecedented sacrifices and executed an
agreement that positions Chrysler for a viable future.

Chrysler has not only been an icon of America's auto industry and
a source of pride for generations of American workers; it has also
been responsible for helping build our middle class, giving
countless Americans the chance to provide for their families, send
their kids to college, and save for a secure retirement.  As a
result of the sacrifices by key stakeholders and a substantial
commitment of U.S. government resources, Chrysler has an
opportunity to thrive as a long-term viable 21st century company.
To execute this agreement, Chrysler will use Section 363 of the
bankruptcy code to clear away the remaining impediments to its
successful re-launch.

        The Chrysler Fiat Alliance -- Shared Sacrifice

    * The alliance will retain Chrysler's existing factory
      footprint and continue producing Chrysler cars in U.S.
      factories. The alliance will create the sixth-largest
      global automaker, spreading R&D and design development
      costs over higher volumes, making it more competitive in
      an increasingly global and consolidating industry.

    * Fiat is contributing billions of dollars in advanced
      technology and intellectual property, and offering
      Chrysler access to a global distribution network.  Fiat's
      technology will allow Chrysler to build new fuel efficient
      cars and engines in U.S. factories.

    * The UAW has made important concessions on wages, benefits,
      and retiree health care that, while difficult, will help
      save jobs for active employees, pensions and health care
      for retirees and make Chrysler more competitive.

    * Chrysler's largest secured creditors have agreed to
      exchange their portion of the Company's $6.9 billion
      secured claim for their pro-rata share of $2 billion in
      cash at closing.  The Bankruptcy Court process will be
      used to confirm this treatment on those lenders that
      failed to accept the offer that was accepted by a majority
      of the lenders.

    * Daimler, Chrysler's current minority shareholder, has
      agreed to waive its share of Chrysler's $2 billion of
      second lien debt, give up its 19% equity interest in
      Chrysler's ultimate parent, and settle its guaranty
      obligation to the PBGC by agreeing to pay $600 million to
      Chrysler's pension funds.

    * Cerberus has agreed to waive its share of Chrysler's $2
      billion of second lien debt and forfeit its entire equity
      stake in Chrysler.  Cerberus has also agreed to transfer
      its ownership of the Chrysler headquarters in Auburn
      Hills, Michigan to the new Chrysler alliance.  Lastly,
      Cerberus will contribute a claim it had against Daimler to
      assist in the Daimler settlement with the PBGC.

             Details on the Chrysler Fiat Alliance:

    * Fiat will contribute a free license to use all of its
      intellectual property and "know how" to capitalize
      Chrysler in exchange for 20% of the equity of the
      reorganized Chrysler.  Fiat will have the right to select
      three directors of Chrysler once reorganized. In addition,
      Fiat will have the right to earn up to 15% in additional
      equity in three tranches of 5% ? each in exchange for
      meeting performance metrics, including introducing a
      vehicle produced at a Chrysler factory in the U.S. that
      performs at 40 mpg; providing Chrysler with a distribution
      network in numerous foreign jurisdictions; and
      manufacturing state-of-the art, next generation engines at
      a U.S Chrysler facility.

    * The newly reorganized Chrysler will purchase substantially
      all of the assets of the old Chrysler out of a chapter 11
      bankruptcy case in exchange for a $2 billion payment to
      its secured lenders.

    * This new Chrysler will establish an independent trust
      (VEBA) that will provide health care benefits for
      Chrysler's retirees.  The VEBA will be funded by a note of
      $4.6 billion payable over approximately 13 years with a 9%
      rate of interest and will receive 55% of the equity of New
      Chrysler.  The VEBA will have the right to select one
      independent director and will have no other governance
      rights.

    * The Chrysler Pension Plans will be preserved, and their
      stability will be strengthened from the Daimler
      contribution of $600 million.

    * The U.S. Treasury will receive 8% of the equity of the new
      Chrysler.  U.S. Treasury also has the right to select the
      initial group of four independent directors, but
      thereafter will not play a role in the governance or
      management of the Company.

    * The Governments of Canada and Ontario will together
      receive 2% of the equity of the new Chrysler.  Based on
      its substantial financial contribution, Canada will also
      have the right to select one independent director, on the
      same basis as the four independent directors initially
      chosen by the U.S.

               Details on U.S. Government Support

Consistent with the President's commitment to provide adequate
working capital to help Chrysler through this restructuring period
and loan up to $6 billion to the Chrysler-Fiat Alliance, the U.S.
government has committed to provide assistance sufficient to help
give Chrysler a chance to achieve financial viability.

    * Working capital: The U.S. government is prepared to
      provide approximately $3.3 billion in debtor in
      possession financing to support Chrysler through an
      expedited chapter 11 proceeding.

    * Loan to the New Chrysler: Upon closing, the U.S.
      government is prepared to loan approximately $4.7 billion
      to New Chrysler, in the form of a term loan with $2.1
      billion due in 30 months and the balance 50% due on the
      7th anniversary and 50% due on the 8th anniversary of the
      loan.  The interest will be an appropriate combination of
      cash and payment-in-kind.  There is also an additional
      note of $288 million which is a fee for making these
      loans.  The loans will be secured by a first priority lien
      on all of Chrysler's assets.

                  Canadian Government Participation

    * The governments of Canada and Ontario will participate
      alongside the U.S. Treasury in lending money to Chrysler
      and New Chrysler based on a 3:1 formula using Canadian
      currency.  The amount lent by the Canadians is incremental
      to the funding referenced above.

                   Viable Financing Solution

    * Chrysler will enter into an agreement with GMAC to provide
      dealer and customer financing. This agreement will
      continue once Chrysler has emerged from bankruptcy.
      Chrysler Financial has agreed to uphold and cooperate in
      the transition of its current agreements with dealers to
      GMAC.  The U.S. Government is supporting the automotive
      restructuring initiative by promoting the availability of
      credit financing for dealers and customers, including
      liquidity and capitalization that would be available to
      GMAC, and by providing the capitalization that GMAC
      requires to support the Chrysler business.

                            Warranties

    * Chrysler will continue to honor consumer warranties.
      Yesterday, the U.S. Treasury made available the Warranty
      Support Program to Chrysler and $280 million was funded to
      a special vehicle available to provide a backstop on the
      orderly payment of warranties for cars sold during this
      restructuring period.

                Executing the Chrysler-Fiat Alliance

While many stakeholders made sacrifices and worked constructively
in this process, some did not.  In particular, a group of
investment firms and hedge funds failed to accept reasonable
offers to settle on their debt.  In order to effectuate this
alliance without rewarding those who refused to sacrifice, the
U.S. government will stand behind Chrysler's efforts to use our
bankruptcy code to clear away remaining obligations and emerge
stronger and more competitive.

During this process, Chrysler will continue operating in the
ordinary course.  From an operating perspective, the day after the
filing will not be materially different from the day before the
filing.  These parties will be treated as follows:

    * Employees: Employees will get paid in the ordinary course,
      including salary, wages and ordinary benefits.  Workers
      compensation claims will continue to be paid by Chrysler's
      insurers.  Assuming the sale moves forward as expected,
      Pension Plan and VEBA funding will be transferred to the
      purchaser.

    * Suppliers: Chrysler will seek authority at its "first day"
      hearing to continue to pay suppliers in the ordinary
      course. In addition, the U.S. Treasury's Supplier Support
      Program will continue to operate, and Chrysler suppliers
      benefiting from the program will continue to receive that
      benefit.

    * Dealers: Chrysler will seek authority at its "first day"
      hearing to honor its customer warranties in the ordinary
      course.  Moreover, Chrysler will seek to continue to honor
      its dealer incentives for those dealers who are expected
      to continue to be part of Chrysler's distribution network
      going forward.  There are some dealers that Chrysler has
      identified and certain other dealers identified by GMAC as
      being risky credits that will not continue with Chrysler.
      It is expected that the terminated dealers will wind down
      their operations over time and in an orderly manner.

    * UAW: The modified labor agreement reached between the UAW
      and Chrysler will be operative.

    * Creditors: A majority of the Senior Secured Lenders now
      support the transaction with Chrysler.

               US Treasury Makes Known its Position
                    to the Bankruptcy Court

In a filing with the U.S. Bankruptcy Court for the Southern
District of New York, the United States of America, through the
United States Department of Treasury and its Presidential Task
Force on the Auto Industry, reiterated to Judge Gonzalez its full
support of Chrysler's efforts to become viable again through a
sale to an appropriate partner.

Acting U.S. Attorney Lev L. Dassin noted that Chrysler has
articulated the promise and potential of a new company
transformed through the bankruptcy process.  Indeed, with the
assistance from the Auto Task Force, Chrysler has convinced its
stakeholders to make meaningful concessions and has driven a hard
bargain with Fiat S.p.A. for a revamped Chrysler.

The Auto Task Force is a cabinet level group led by Treasury
Secretary Timothy F. Giethner and National Economic Council
Director Laurence H. Summers, which includes the Secretaries of
Transportation, Commerce, Labor and Energy.  It also includes the
Chair of the President's Council of Economic Advisors, the
Director of the Office of Management and Budget, the
Environmental Protection Agency Administrator and the Director of
the While House Office of Energy and Climate Change.  The members
of the Auto Task Force, along with their official designees and
the Auto Task Force's advisors, are charged wit advising the
President of the United States on the state of, and support for,
the domestic auto industry.

The U.S. Treasury informed Judge Gonzalez it intends to
participate in the Chrysler bankruptcy as a postpetition lender
and a partial owner in the contemplated Section 363 sale.

In papers filed with the Court, Treasury said it has committed to
provide Chrysler, as co-lender with Export Development Canada,
about $4 billion in postpetition financing under the TARP.  About
$1.8 billion will be made available on an interim basis.
Mr. Dassin adds that postpetition loan documents will provide for
events of default if Chrysler fails to achieve these conditions:

     May 4, 2009    File motion to approve the 363 Sale

     May 9, 2009    Obtained a hearing on the proposed bidding
                    procedures for the 363 Sale

     May 10, 2009   Entry of a final order approving bidding
                    procedures on the 363 Sale

     May 20, 2009   Acceptance of all bids for parties
                    participating in the auction with respect to
                    the 363 Sale

     May 29, 2009   Determination of the lead bid for the
                    auction with respect to the 363 Sale

     June 1, 2009   Hearing for approval of the 363 Sale

     June 15, 2009  Entry of a final order approving the 363
                    Sale

     June 27, 2009  Closing of the 363 Sale

Mr. Dassin said that Treasury is intervening in the Chrysler case
pursuant to authority promulgated in the Emergency Economic
Stabilization Act of 2008, the Guidelines for Automotive Industry
Financing Program, and the December 19, 2008 Written
Determination issued by the Treasury providing for the
eligibility of certain automotive companies for fund under the
TARP.

Treasury nevertheless clarifies that it must be a careful and
vigilant guardian of the public's money and thus, its support for
the Chrysler revitalization must be limited.

"In the end, it will be the actions of Chrysler and its
constituents, and their willingness and ability to resolve their
issues under the supervision of this Court that will determine
whether Chrysler survives," Mr. Dassin said.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LCC: Updated Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: Chrysler LLC
            aka Chrysler Aspen
            aka Chrysler Town & Country
            aka Chrysler 300
            aka Chrysler Sebring
            aka Chrysler PT Cruiser
            aka Dodge
            aka Dodge Avenger
            aka Dodge Caliber
            aka Dodge Challenger
            aka Dodge Dakota
            aka Dodge Durango
            aka Dodge Grand Caravan
            aka Dodge Journey
            aka Dodge Nitro
            aka Dodge Ram
            aka Dodge Sprinter
            aka Dodge Viper
            aka Jeep
            aka Jeep Commander
            aka Jeep Compass
            aka Jeep Grand Cherokee
            aka Jeep Liberty
            aka Jeep Patriot
            aka Jeep Wrangler
            aka Mopar
            aka Plymouth
            aka Dodge Charger

            1000 Chrysler Drive
            Auburn Hills, MI 48326

Bankruptcy Case No.: 09-50002

Debtor-affiliates filing subject to Chapter 11 petitions:

  Entity                                             Case No.
  ------                                             --------
  Chrysler Realty Company LLC                        09-50000
  Peapod Mobility LLC                                09-50001
  Chrysler Aviation Inc.                             09-50003
  Chrysler Dutch Holding LLC                         09-50004
  Chrysler Dutch Investment LLC                      09-50005
  Chrysler Dutch Operating Group LLC                 09-50006
  Chrysler Institute of Engineering                  09-50007
  Chrysler International Corporation                 09-50008
  Chrysler International Limited, L.L.C.             09-50009
  Chrysler International Services, S.A.              09-50010
  Chrysler Motors LLC                                09-50011
  Chrysler Service Contracts Florida, Inc.           09-50012
  Chrysler Service Contracts Inc.                    09-50013
  Chrysler Technologies Middle East Ltd.             09-50014
  Chrysler Transport Inc.                            09-50015
  Chrysler Vans LLC                                  09-50016
  DCC 929, Inc.                                      09-50017
  Dealer Capital, Inc.                               09-50018
  Global Electric Motorcars, LLC                     09-50019
  NEV Mobile Service, LLC                            09-50020
  NEV Service, LLC                                   09-50021
  TPF Asset, LLC                                     09-50022
  TPF Note, LLC                                      09-50023
  Utility Assets LLC                                 09-50024

Chapter 11 Petition Date: April 30, 2009

Bankruptcy Court:    U.S. Bankruptcy Court for the
                     Southern District of New York (Manhattan)

Bankruptcy Judge:    Honorable Arthur J. Gonzalez

Debtors'
Lead Counsel:        Corinne Ball, Esq.
                     cball@jonesday.com
                     David G. Heiman, Esq.
                     Jones Day
                     222 East 41st Street
                     New York, NY 10017
                     Tel: (212)326-3939
                     Fax: (212)755-7306

Debtors'
Conflicts Counsel:   Togut, Segal & Segal LLP
                     One Penn Plaza
                     New York, NY 10119
                     Tel: (212) 594-5000
                     Fax: (212) 967-4258
                     http://teamtogutlaw.com/

Debtors'
Financial Advisor:   Capstone Advisory Group LLC
                     1065 Avenue of the Americas, Suite 1801
                     New York, NY 10018
                     Tel: (212) 782-1400
                     http://www.capstonecr.com/

Debtors'
Tax Advisors:        Deloitte Tax LLP
                     1633 Broadway
                     New York, New York 10019-6754
                     Tel: (212) 489-1600
                     Fax: (212) 489-1687

Debtors'
Investment Bankers:  Greenhill & Co. LLC
                     300 Park Avenue
                     New York, NY 10022
                     Tel: (212) 389-1500
                     Fax: (212) 389-1700
                     http://www.greenhill.com/

Claims Agent:        Epiq Bankruptcy Solutions LLC
                     757 Third Avenue, Third Floor
                     New York, NY 1001
                     http://www.epiqbankruptcysolutions.com/

Prepetition Secured
Lenders' Counsel:    Peter Pantaleo, Esq.
                     David Eisenberg, Esq.
                     Simpson Thacher & Bartlett LLP
                     425 Lexington Avenue
                     New York, New York 10017
                     Telephone: (212) 455-2000
                     Facsimile: (212) 455-2502
                     E-mail: ppantaleo@stblaw.com
                     E-mail: deisenberg@stblaw.com

U.S. Treasury's
Counsel:             John J. Rapisardi, Esq.
                     Cadwalader, Wickersham & Taft LLP
                     One World Financial Center
                     New York, New York 10281
                     Telephone: (212) 504-6000
                     Facsimile: (212) 504-6666
                     E-mail: john.rapisardi@cwt.com

U.S. Trustee's
Counsel:             Office of the United States Trustee,
                     Southern District of New York
                     Attn: Brian S. Masumoto, Esq.
                     33 Whitehall Street
                     21st Floor
                     New York, New York 10004
                     Telephone: (212) 510-0500
                     Facsimile: (212) 668-2255

U.S. Government's
Counsel:             Jeannette Vargas
                     Tara M. La Morte
                     Assistant United States Attorneys
                     Southern District of New York
                     86 Chambers Street, 3rd Floor
                     New York, NY 10007
                     Telephone: (212) 637-2678/2730
                     Facsimile: (212) 637-2702/2730
                     E-mail: jeannette.vargas@usdoj.gov
                     E-mail: tara.lamorte2@usdoj.gov

                     and

                     J. Christopher Kohn
                     Tracy J. Whitaker
                     James G. Bruen
                     Matthew J. Troy
                     John T. Stemplewicz
                     Attorneys, Civil Division,
                     U.S. Department of Justice
                     P.O. Box 875, Ben Franklin Station
                     Washington, DC 20044
                     Telephone: (202) 514-9038/307-1104
                     Facsimile: (202) 514-9163
                     E-mail: matthew.troy@usdoj.gov
                     E-mail: john.stemplewicz@usdoj.gov

Total Assets: $39.3 billion at December 31, 2008

Total Debts: $55.2 billion at December 31, 2008

Chrysler's Chapter 11 petition was signed by Holly E. Leese,
senior vice president, general counsel and secretary.

List of Debtors' 50 Largest Unsecured Creditors:

  Entity                      Nature of Claim     Claim Amount
  ------                      ---------------     ------------
  Ohio Module Mfg Co LLC           Trade           $70,337,248
  3900 Stickney Avenue
  Toledo, OHIO 43608
  Tel: (419) 729-6700

  BBDO Detroit Inc                 Trade           $58,055,133
  840 W Long Lake Road
  Troy, Michigan 48098-6360
  Tel: (212)415-3600

  Johnson Controls Inc             Trade           $50,312,511
  One Prince Center SPD& PAB
  Holland, Michigan 49423

  Johnson Controls -
  Rockwood PLTJIT
  20201 Woodruff Road
  Rockwood, Michigan 48173

  Johnson Controls
  Taylorplant-JlT
  13500 Huron
  Taylor, Michigan 48180

  Johnson Controls Sycamore
  - PA B
  1701 West Bethany Road
  Sycamore, Illinois 60178
  Tel: (414)228-1200
  Fax: (734)454-6889

  Continental Automotive           Trade           $46,995,802
  Huntsville
  One Continental Dr
  Auburn Hills, Michigan 48326
  Tel: (256)464-1200
       +4951193814016

  Cummins Engine Company Inc.      Trade           $43,912,930
  500 Jackson Street
  PO Box 3005
  Columbus, Indiana 47202-3005
  Tel: (812)377-1766
  Fax: (812)377-7897

  Germersheim Spare Parts          Trade           $36,231,566
  Industriegebiel Nord ABL 900
  Hafenstrasse I Germersheim
  Rheinland-PFALZ 76725
  Germany, ABL 900
  +4972 74 560 3791

  Comau Inc                        Trade           $32,069,462
  21000 Telegraph Road
  Southfield, Michigan
  48034-4280
  Tel: (039) 116-5651

  Visteon                          Trade           $25,608,790
  4 East Laskey Road
  Toledo, OH 43612

  Visteon Corporation
  50W Main Bldg
  I Village Ctrdr
  Vanburentwp, MI 48111-5711
  Tel: (734) 736-5506
  Fax: (734) 710-7250

  New Process Gear Division        Trade           $19,636,149
  6600 New Venture Gear Drive
  East Syracuse, NY 13057
  Tel: (905) 726-7046
  Fax: (905) 726-2593

  Denso International America      Trade           $18,704,831
  Inc.
  PO Box 5133
  Southfield, MI 48086-5047
  Tel: (248) 372-8550

  Yazaki North America             Trade           $18,301,816
  6801 Haggerty Road
  Canton, MI 48187-3599
  Tel: (734) 983-5186

  Bridgewater Interiors LLC        Trade           $17,996,260
  4617 W Fort Street
  Detroit, Michigan 48209
  Tel: (414)228-120

  United States Steel Corp         Trade           $16,182,772
  600 Grant Street Room 6100
  Pittsburgh, PA 15219-4776
  Tel: (412)433-1121
  Fax: (412)433-2015

  MB Tech Auto Die LLC             Trade           $13,488,125
  44 Coldbrook N W
  Grand rapids, Michigan 49503
  Tel: (039) 116-5651

  Harman/Becker Automotive        Trade           $13,474,376
  Sys-US
  1201 Sohio
  Martinsville, IN 4615I-2914
  Tel: (202)393-1101

  Decoma Team Systems              Trade           $12,979,451
  14253 Frazho
  Warren, Michigan 48089
  Tel: (905) 726-7046
       (905)726-2593
       (248)729-2650
       (248) 729-2828

  Cosma International Group Cos    Trade           $11,446,479
  Canada
  2550 Steeles Ave East
  Brampton, Ontario L6T 5R3 2550
  Tel: (905)726-7046
       (905)726-2593
       (248)729-2650
       (248)729-2828

  Tata America International       Trade           $11,338,715
  Corporation
  101 Park Avenue, 26th Floor
  NEw York, NY 10178
  Tel: (212)557-8038

  Metalsa S A DEC V                Trade           $11,019,457
  Av Constituci0n 405 PTE
  Monterrey, Nuevoleon 64000
  Tel: +52 (818)369-7405
       +52 (818)369-7232

  Varitykelsey-Hayes               Trade           $10,099,570
  12025 Tech Center Drive
  Livonia, Michigan 48150
  Tel: (734) 855-2660
  Fax: (734) 855-2473

  Mayco International              Trade            $8,391,564
  42400 Merrill
  Sterling Heights, MI 48314
  Tel: (586) 803-6000
       (586)803-6113
       (586)254-1550
       (586)254-1555

  Flex-N-Gate Corporation          Trade            $8,340,684
  1306 E University
  PO BOX 727
  Urbana, Illinois 61801
  Tel: (217)278-2611
       (217)278-2318
       (586) 759-8975
       (586)759-8995

  Caravan/Knight Facilities Mgt    Trade            $8,148,788
  LLC
  304 S Niagara Street
  Saginaw, Michigan 48602
  Tel: (989) 737-4290
       (898) 921-9353
       (517)793-8820
       (517)921-9353

  Magna Powertrain Inc             Trade            $8,111,474
  1000 Tesma Way
  Concord, Ontario L4K5R8
  Canada
  Tel: (905) 726-7046
       (905) 726-2593
       (248) 729-2650
       (248) 729-2828

  Prime Wheel Corporation          Trade            $7,947,028
  17705 S Main Street
  Gardena, California 90248
  Tel: (310) 516-9126
       (310) 532-3700
       (310) 8194125
       (310) 532-3700

  Shell Oil Products US            Trade            $7,792,570
  1100 Louisiana
  Houston, Texas 7721
  Tel: (713) 241-7200
       (248) 693-5360
       (281) 212-3055

  Venchurs Packaging Inc           Trade            $7,737,523
  800 Center Street Inc
  Adrian, Michigan 49221

  Venchurs Packaging Inc-PFK
  800 Liberty Street
  Adrian, Michigan 49221
  Tel: (517)2644346
       (517)265-7468
       (517)266-5766
       (517)265-7468

  Temic Automotive of North        Trade            $7,644,496
  America
  21440 West Lake Cook RD
  Deerpark, Illinois 60010
  Tel: (847) 862-5000
       +495 1193814016

  Continental Teves                Trade            $7,420,363
  One Continental Drive
  Auburn Hills, Michigan 48326
  Tel: (248) 393-5300
       +495 119-381 4016

  Kuka Toledo Production           Trade            $7,318,878
  OPS - PA
  B3770 Stickney Ave
  Toledo, Ohio 43608
  Tel: (049)721-1430

  The Wackenhut Corporation        Trade            $7,094,023
  4200 Wackenhut Drive Suite 100
  Palm Beach Gardens, Florida
  33410
  Tel: (800) 749-5686
  Fax: (561) 691-6511

  Computer Sciences Corporation    Trade            $6,905,182
  3170 Fairview
  Falls Church, Virginia 22042
  Tel: (703) 641-3300
  Fax: (401) 965-2579

  AK Steel Corporation             Trade            $6,608,908
  703 Curtis Street
  Middletown, Ohio 45043
  Tel: (513) 425-5412
  Fax: (513) 425-5392

  Mahar Tool Supply Company Inc    Trade            $6,418,103
  112 Williams Street
  PO Box 1747
  Saginaw, Michigan 48605
  Tel: (517) 799-5530
  Fax: (517) 799-0830

  Gaggeneau Plant                  Trade            $6,222,741
  Sulzbacherstrasse TOR4
  Gaggenau 76571
  Tel: +497225610

  Faurecia Auto Seating Inc ST H   Trade            $5,942,278
  PAB2380 Meijer Dr
  Troy, Michigan 48084
  Tel: (705) 727-1909

  Arcelormittal Burns Harbor LLC   Trade            $5,843,083
  3250 Interstate Drive
  Richfield, Ohio 44286
  Tel: (330) 659-911O
  Fax: (610) 694-5198

  Valiant International Inc        Trade            $5,629,386
  1511 E 14 Mile Road
  Troy, Michigan 48083
  Tel: (519) 974-5200

  HI Lexcontrols - Inc.            Trade            $5,594,001
  15780 Steiger Industrial Dr
  Hudson, Michigan 49247
  Tel: (517) 448-2752

  Borgwarner Emissions/Thermal     Trade            $5,537,893
  Sys
  3800 Automation Ave
  Auburn Hills, Michigan 48326
  Tel: (312) 322-8550
  Fax: (247) 754-0500

  Nemaks-A                         Trade            $5,510,106
  APDO Postal 100
  Garza, Garcia 66221
  Mexico
  Tel: +528187485208
       +528187485240
       +528187485296
       +528187485230

  Continental Automotive           Trade            $5,504,798
  Guadalajara
  One Continental Dr
  Auburn Hills, Michigan 48326
  Tel: +495 1193814016

  Autoliv ASP Inc.                 Trade            $5,403,471
  3350 Airport Road
  Ogden, Utah 84405
  Tel: (248) 475-0468
  Fax: (248) 475-9115
       +46858720656
       +468244416

  The Worthington Steel Company    Trade            $5,202,569
  1205 Dearborn Drive
  Columbus, Ohio 43085-4769
  Tel: (614) 438-3210
  Fax: (614) 438-3210

  Magna Steyr LLC                  Trade            $5,125,253
  600 Wilshire Dr
  Troy, Michigan 48084
  Tel: (248) 729-2650
       (248) 729-2828
       (905)726-7046
       (905)726-2593

  GT Technologies Inc.             Trade            $5,116,460
  5859 E Executive Dr
  Westland, Michigan 48185
  Tel: (419) 661-1333
  Fax: (419) 661-1337

  Robert Bosch Corporation         Trade            $5,100,395
  2800 S 25th Avenue
  Roadview, Illinois 60153-4532
  Tel: (248) 848-2363
       (248) 848-6505
       (248) 876-1426
       (248)876-1439

  Diesel Recon Company Division    Trade            $5,079,870
  4155 Quest Way
  Memphis, Tennessee 38115
  Tel: (812) 377-1766
  Fax: (812) 377-7897

  Nippei Toyoma Cor PC             Trade            $5,065,021
  c/o NTC America
  46605 Magellan Dr
  Novi, Michigan 48377
  Tel: (248) 560-1220
  Fax: (248) 560-0215

  TRW Chassis System               Trade            $5,050,331
  42315 Mancini
  Sterling Heights, Michigan
  48314
  Tel: (734) 855-2912
       (734) 855-2600
       (734) 855-2473
       (734) 855-2999

List of Debtors' 5 Largest Secured Creditors:

  Entity                                          Claim Amount
  ------                                          ------------
  The United States                             $4,547,130,642
  Department of
  The treasury
  1500 Pennsylvania Avenue, NW
  Room 2312
  Washington, D.C. 20220
  Tel: (202) 622-2000

  JPMorgan BK                                   $1,608,833,333
  Branch - 0802
  611 Woodward Avenue
  Suite MI1-8074
  Detroit, MI 48226
  Tel: (313) 225-2259

  Chase Lincoln                                 $1,034,250,000
  Host Bank
  611 Woodward Avenue
  Suite MI1-8074
  Detroit, MI 48226
  Tel: (313) 225-2259

  Morgan Stanley                                  $979,527,777
  SR FD Inc
  1585 Broadway
  4th Floor
  New York, NY 10036
  Tel: (212) 761-1927

  Citibank NA-NY                                  $918,598,755
  388 Greenwich Street
  23rd Floor
  New York, NY 10013
  Tel: (212) 816-5566

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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Wants Chapter 11 Cases Jointly Administered
---------------------------------------------------------
Chrysler LLC and 24 of its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to jointly
administer their Chapter 11 cases under Case No. 09-50002 assigned
to Chrysler LLC.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, asserts that joint administration of the
Debtors' bankruptcy cases would reduce fees and costs by avoiding
duplicative filings and objections and would allow parties-in-
interest to monitor the cases with greater ease.

Ms. Ball maintains that joint administration of the Debtors' cases
would not affect the Debtors' constituencies since the Debtors are
merely requesting administrative, not substantive, consolidation
of the Debtors' estates.

The Debtors seek that the caption of their cases be modified to
reflect the joint administration of their cases as:

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

----------------------------------x
                                   :
In re                             :  Chapter 11
                                   :
Chrysler LLC, et al.,             :  Case No. 09-50002 (AJG)
                                   :
                     Debtors       :  (Jointly Administered)
                                   :
----------------------------------x

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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Seeks Extension of Deadline to File Schedules
-----------------------------------------------------------
Chrysler LLC and its 24 debtor affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend until
July 14, 2009, the deadline within which they may file their
schedules of assets and liabilities and statement of financial
affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after a debtor's bankruptcy filing.

The Debtors' proposed counsel, Corinne Ball, Esq., at Jones Day,
in New York, asserts that the Debtors may not be able to complete
the documents within a month after the bankruptcy filing, due to
the substantial size, complexity and geographic reach of the
Debtors' operations and the press of business preceding the
filing of the cases, including the pursuit of a transaction with
Fiat  S.p.A.

"The additional time requested also should help ensure that the
Schedules and Statements are as accurate as possible," Ms. Ball
relates.

Ms. Ball also notes that rushing to complete the Schedules and
Statements soon after the Petition Date likely would compromise
their completeness and accuracy.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Seeks to Enforce Automatic Stay on Creditors
----------------------------------------------------------
Chrysler LLC and 24 of its debtor affiliates seek a ruling by the
U.S. Bankruptcy Court for the Southern District of New York
enforcing the "automatic stay" in their Chapter 11 cases.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, says a court order enforcing the automatic stay
pursuant to the Bankruptcy Code is required given the global
nature of Chrysler's businesses and its extensive dealings with
foreign creditors.

Under Section 362 of the Bankruptcy Code, the filing of a
bankruptcy case triggers an injunction against the continuance of
an action by any creditor against the debtor or its property.
The automatic stay gives the debtor protection from its creditors
subject to the oversight of the bankruptcy judge.

"Many of the non-U.S. creditors affected by Section 362 of the
Bankruptcy Code are unaware of the significant protection it
provides to [the Debtors]," Ms. Ball says.  "A certain
amount of [the Debtor's] assets are located around the globe,
which may further confuse a non-U.S. creditor that is
unaccustomed to the broad reach of the automatic stay."

Ms. Ball notes that the Debtors have operated global businesses
across numerous countries and sold hundreds of thousands of cars
annually outside of North America.

"The existence of such an order, which the Debtors will be able to
transmit to affected parties, will maximize the protections
afforded by Sections 362 of the Bankruptcy Code," Ms. Ball says.
She further notes that the automatic stay may not be recognized by
foreign creditors or tribunals unless embodied in an order of the
Court.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: UAW to Present Ratified Deals to Bankruptcy Court
---------------------------------------------------------------
The UAW will join with the U.S. government, Chrysler and Fiat in
urging the U.S. Bankruptcy Court to give immediate approval to
labor agreements ratified by UAW members, UAW President Ron
Gettelfinger said.

"UAW Vice President General Holiefield and I spoke with President
Obama this morning, and he asked us to let our active and retired
members at Chrysler know how much he appreciates the substantial
sacrifices they have made to help save this company," said UAW
President Ron Gettelfinger.  "The president's goal is clear: to
assure the long term future of Chrysler."

The first order of business in the bankruptcy proceedings will be
to seek court approval of the agreements recently reached between
the UAW, the U.S. Treasury, Chrysler and Fiat.  Motions seeking
that approval will be filed immediately.

"We will urge the court to act swiftly," said Gettelfinger.  The
agreements incorporate the modifications to the UAW collective
bargaining agreement and retiree health agreement that were
ratified by the UAW's membership in voting that concluded
yesterday.

Chrysler, the U.S. Treasury Department and Fiat all remain in full
support of these UAW agreements and will join in urging the
Bankruptcy Court to give them immediate approval.  At the same
time, the parties will be urging the Bankruptcy Court to give
immediate approval to the terms of the Chrysler/Fiat alliance.

Under the UAW agreements, the pension plan covering UAW-
represented employees and retirees will continue in effect without
change.  The agreements also include the previously announced
changes to the retiree medical program, including 55 percent
ownership of the restructured company by the retiree benefits
trust fund.

"The UAW agreements have been ratified by our membership and
approved by the United States Treasury, Chrysler and Fiat," said
Mr. Gettelfinger.  "We believe it is in the best interests of all
concerned for the Bankruptcy Court to give those agreements swift
and complete approval. We look forward to presenting those
agreements to the court."

"The UAW membership at Chrysler, both active and retired, has once
again demonstrated its strength and steadfastness in the face of
great uncertainty," said UAW Vice President General Holiefield,
who directs the union's Chrysler Department.  "While we work to
complete the process of court approval, the steps taken today are
important milestones in restoring a great American car company to
financial health, keeping manufacturing jobs here in the United
States, and preserving a secure retirement for tens of thousands
of American workers."

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Various Parties' Statement on Bankruptcy Filing
-------------------------------------------------------------
The Association of International Automobile Manufacturers released
a statement in response to the President's remarks concerning the
restructuring of Chrysler.  The statement can be attributed to
Michael J. Stanton, President of the Association of International
Automobile Manufacturers, Inc.:

"The Association of International Automobile Manufacturers (AIAM)
applauds the steps taken by President Obama to strengthen the auto
industry by reviving and realigning two of America's iconic car
companies, GM and Chrysler.  AIAM has not and does not oppose
these efforts.

"We strongly believe, however, that American consumers should be
encouraged to buy vehicles that best meet their individual needs
and concerns with respect to price, safety and environmental
performance.

"As the government continues its vital role in the restructuring
of historically important players in the U.S. auto market, we
believe it is vital to retain and encourage a level playing field
for all.

"It is competition that brings value and choice to American
consumers and that will ultimately help return these companies and
our industry to a position of strength and profitability.  Actions
that lead to discrimination on the basis of company ownership will
harm Americans who build and sell vehicles made in the United
States by international automakers and undermine the long-term
interests of our industry."

The Association of International Automobile Manufacturers,
Inc. (AIAM) is a trade association representing 13 international
motor vehicle manufacturers who account for 43 percent of all
passenger cars and light trucks sold annually in the United
States.  AIAM provides members with information, analysis and
advocacy on a wide variety of legislative and regulatory issues
impacting the auto sector.  AIAM is dedicated to the promotion of
free trade and to policies that enhance motor vehicle safety and
the protection of the environment.  Member companies include
Aston Martin, Ferrari, Maserati, Honda, Hyundai, Isuzu, Kia,
Mitsubishi, Nissan, Peugeot, Subaru, Suzuki and Toyota.

      Bankruptcy Should Not Be Used to Make Cuts, Dealers Say

Chairman of the National Automobile Dealers Association (NADA),
John McEleney, in response to the Chrysler bankruptcy, said,
"Bankruptcy is not the preferred option, but we have every
expectation that Chrysler and its dealers will emerge stronger and
more competitive than ever.  We're pleased to hear of the
announced merger with Fiat which should help speed up Chrysler's
restructure.

"It's important to point out that Chrysler will continue to honor
all warranties and that Chrysler dealers will work with all
parties concerned and, most importantly, will make sure that their
customers are taken care of."

"Bankruptcy, however, must not be used to drastically reduce
dealer numbers.  Dealers generate more than 90% of manufacturer
revenue and are not a cost to the automaker.  A rapid reduction in
dealer numbers would not only do absolutely nothing to improve
Chrysler's viability in the short term, but it would actually work
against Chrysler's stated objective to increase revenue and cut
costs."

Chrysler's bankruptcy is especially disappointing.  Like so many
others, we were hopeful that all of the stakeholders would be able
to reach agreement, and Chrysler's restructuring could move
forward out of court.  The key now is to get in and get out
of bankruptcy as quickly as possible.  Since NADA represents all
dealers - both domestic and international - our concern is to
minimize disruption to the entire auto industry.  In other words,
the shorter the bankruptcy, the better for the entire industry -
both domestic and international."

          Fiat Deal Holds Much Promise, Says Edmunds.Com

Chrysler LLC is filing for bankruptcy, and this is not all bad
news for the company and for the economics of the automotive
industry at large, Edmunds.com said in a statement released
April 30.

"The merge with Fiat is a critical milestone in the evolution of
Chrysler, and holds much more promise than the merger with Daimler
in the '90s," commented Edmunds.com CEO Jeremy Anwyl.  "Chrysler
has one last chance to create relevancy for its brand in order to
convince consumers to overcome the risks and buy its vehicles."

"If Chrysler is to have a post-bankruptcy future, building
cleaner, more fuel-efficient vehicles that help us kick our oil
dependency has got to be part of it, as it must for all
automakers," commented John O'Dell, Editor of Edmunds'
GreenCarAdvisor.com.  "And, Chrysler's tie-up with Fiat could
bring a whole new batch of fun to drive, fuel-efficient and
environmentally friendly cars to our shores."

"It appears Chrysler will use bankruptcy to cut dealers and has
the government's support to do so, apparently," reported Michelle
Krebs, Editor of Edmunds' AutoObserver.com.  "President Obama's
automotive task force reportedly wants Chrysler to reduce its
dealer ranks by more than half to put it more in line with its
market share."

As of the end of the first quarter this year, Chrysler had
about 3,200 dealers and 11 percent market share. By comparison,
Toyota had just under 1,500 dealers and 16 percent market share.
Fewer dealers generate more sales-per-dealer and profits for each
dealer. An automaker then can reduce its costs in terms of
dealer-support infrastructure, financing and incentive pay.
Fewer dealers also allow an automaker to better control its
inventories.

For consumers, the government has promised to guarantee warranties
for Chrysler.

"No one can blame car buyers who shied away from brands that were
mentioned in the same breath as the word bankruptcy," stated
Edmunds.com Consumer Advice Editor Philip Reed.  "Now that their
warranties are being guaranteed, Chrysler and GM vehicles are good
deals which are worth considering."

Year to date, Chryslers have been sold for an average of 22.6
percent off sticker price while the industry average discount is
16.0 percent, according to Edmunds.com's data.  Edmunds.com
spokespeople are available for interviews in Edmunds.com's
television studio in its Santa Monica, California headquarters and
in its Detroit-area satellite office.

                   GM, Ford Laud Govt. Support

"We are deeply appreciative for President Obama's strong
commitment and support of the American auto industry and its
employees," General Motors said in an April 30 statement.  "Like
him, we firmly believe that the best days of America's auto
manufacturers -- including Chrysler -- lay ahead.  GM remains
focused on accelerating the speed of its operational restructuring
and reducing the liabilities and debt on its balance sheet.  We
look forward to working with the President's Auto Task force to do
so and are committed to transparent reporting of our restructuring
every step of the way."

Chrysler LLC's Chapter 11 filing is an important development
during this unprecedented period for the auto industry and the
global economy, Ford Motor Company said in a statement.

"Our teams are monitoring the situation and have been working hard
for months to ensure that the external environment and industry
restructuring do not slow progress on our Ford transformation
plan, which remains solid and unchanged."

"Importantly, we share President Obama's hope that Chrysler's
bankruptcy will be controlled and quick, while we continue
planning for all contingencies as a prudent business measure.
Our industry is highly interdependent, and the health of the
supply base and dealer network is critical for all automakers.
Ford appreciates that the U.S. Automotive Task Force is focused
on the stability of the supply chain and is committed to ensuring
that a healthy U.S. auto industry emerges from this difficult
economic period," Ford said.

Ford does not expect any disruptions to its operations as a result
of Chrysler's filing.

"All of us at Ford remain absolutely committed to continuing to
make progress on our transformation plan.  Our greatest
opportunity is to create ONE Ford, leveraging our global assets
and delivering more high-quality, fuel efficient vehicles that
customers want and value."

           Bankruptcy an Amortization Event, Says Craft

Canadian Revolving Auto Floorplan Trust says the Chrysler LLC
bankruptcy filing in the United States constitutes an amortization
event under the CRAFT's Trust Indenture.  As a result of the
amortization event, principal is to be paid each month to the
holders of the notes of each series and interest is to continue to
be paid on the notes of such series.  CRAFT is a special purpose
trust established to purchase undivided co-ownership interests in
a pool of dealer automobile finance receivables.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: S&P Downgrades Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and other ratings on Chrysler LLC to 'D',
reflecting the Administration's announcement that the company will
file for Chapter 11 bankruptcy in the United States.  The rating
actions are consistent with our previously published intentions to
lower the ratings in the event of a bankruptcy filing or a
distressed exchange.  (For further details, please see S&P's
bulletin of April 27, 2009, "General Motors Corp., Chrysler LLC
Take Steps To Avert Bankruptcy; Ratings Unaffected.")  We lowered
the corporate credit rating on Chrysler to 'CCC+' in August 2008
and to 'CC' in December 2008.

"We believe the filing was caused by inadequate liquidity
because we understand the company was unable to reach an
agreements with all key parties and to otherwise satisfy the U.S.
Treasury Department that it has an acceptable viability plan
without the use of bankruptcy," said Standard & Poor's credit
analyst Robert Schulz.

According to the announcement, Chrysler will not emerge from
bankruptcy as a standalone entity but will form a new entity in
which the government and other constituencies will have a stake.
We expect assets, liabilities, and operations that are not
included in the new entity to be disposed of through the
bankruptcy process over time.

The recovery ratings on Chrysler's senior secured debt remain at
'4' and '6', indicating our expectation that lenders would receive
average (30% to 50%) and negligible (0 to 10%) recovery,
respectively, in the event of a payment default.  These ratings
are under review as a result of the decision to file for
bankruptcy, and if additional information is made available, we
will provide an updated recovery analysis.

Complete ratings information is available to RatingsDirect
subscribers at http://www.ratingsdirect.com/ All ratings affected
by this rating action can be found on Standard & Poor's
public Web site at http://www.standardandpoors.com/;select your
preferred country or region, then Ratings in the left navigation
bar, followed by Find a Rating.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Moody's Downgrades Default Rating To 'D'
------------------------------------------------------
Moody's Investors Service changed the Probability of Default
Rating of Chrysler LLC to D from C in response to the company's
filing for protection from creditors under Chapter 11 of the US
Bankruptcy Code.  The company's other ratings remain unchanged --
Corporate Family Rating at C, first-lien secured debt at Ca, and
second-lien secured debt at C.

As result of the Chapter 11 filing Moody's anticipates that all of
Chrysler LLC's ratings will be withdrawn during the near term.

Chrysler Financial Services Americas LLC's ratings (Corporate
Family Rating at Ca/negative outlook) are unaffected by this
action.

The last rating action on Chrysler was a downgrade of its
Corporate Family Rating to C on April 21, 2009.

The principal methodology used in rating Chrysler is the Global
Automotive Manufacturer Methodology which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Court Okays Over $46 Million in Payments to Workers
-----------------------------------------------------------------
David McLaughlin at The Wall Street Journal reports that the Hon.
Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York approved on Friday Chrysler LLC's request to
pay about $14.5 million owed to 40,000 hourly and salaried
workers, as well as $32.1 million owed to more than 2,000 contract
workers.

WSJ relates that Chrysler will return to court on May 4 to seek
permission to use a $4.5 billion loan from the U.S. and Canadian
governments to support its operations while in bankruptcy.

Corinne Ball, Chrysler's bankruptcy attorney, assured Judge
Gonzalez that the Company can survive a Chapter 11 bankruptcy
proceeding, despite some experts' doubts, WSJ states.  Chrysler,
according to WSJ, hopes that the Chapter 11 proceedings will last
no more than 60 days.  Chrysler said in court filings that many
parts makers could follow the Company into Chapter 11 if its
proceedings drag on.

Chrysler's procurement officer, Scott Garberding, said in a
statement, "Without a clear timeline for when the [bankruptcy]
situation will end and production will resume, I believe we will
see massive suppliers bankruptcies that will stop Chrysler from
resuming production."

Earnings for some of Chrysler's suppliers and the amount the
automaker owes them:

According to WSJ, Chrysler was forced Chrysler was forced to idle
two plants in the U.S. and another two in Canada on Friday after
suppliers halted shipments.  WSJ relates that Chrysler was
preparing to shut down all of its vehicle assembly plants for 60
days on May 4.

                                                       Amount
                                                       Chrysler
                                                       owes to
                              Net Income (millions)    supplier,
  Company                      2008          2007      in millions
  -------                      ----          ----      -----------
Ohio Module Manufacturing*      N.A.         N.A.       $70.3
Johnson Controls+               979         1,252        50.3
Cummins                         801           739        43.9
Visteon                        -633          -372        25.6
Magna International              71           648         8.1
Borg Warner                     -36           289         5.5
TRW Automotive                 -779            90         5.1

* Privately held
+ For fiscal years ended September

There was no reason that suppliers should be hesitating over
shipments to Chrysler or getting worried about payments, Alex P.
Kellogg and Jeff Bennett at WSJ, citing auto task force officials.
WSJ quoted One official as saying, "It is the Company's intentions
to continue to pay suppliers in the ordinary course.  This Company
will operate in the ordinary course throughout the bankruptcy
process."  WSJ relates that Chrysler is being given access to
$1.3 billion in federal financing to keep it going during the
bankruptcy process.  The U.S. government is also prepared to offer
an additional $4.7 billion in loans, according to the report.

WSJ says that Chrysler will be asking Judge Gonzalez to approve an
alliance with Fiat, which has agreed to provide technology and
sign off on a proposal to forgive $6.9 billion of Chrysler's
secured debt.  WSJ relates that Fiat CEO Sergio Marchionne is
counting on the bankruptcy process to move swiftly, allowing him
to plunge into restructuring Chrysler.  Mr. Marchionne will start
touring Chrysler plants and sifting through its other operations
over the next month, WSJ relates.

Chrysler's dealers, says WSJ, started looking for new sources of
credit a day after the Company filed for Chapter 11 bankruptcy
protection and Chrysler Financial stopped providing cut-rate
loans.  These developments, according to WSJ, sparked questions on
Chrysler's prospects for quickly exiting from bankruptcy
protection.

WSJ relate that Judge Gonzalez allowed Chrysler to continue
customer-warranty programs for vehicles.  The warranties are
crucial to convince clients to keep purchasing cars, the report
states, citing Chrysler.

Citing a person familiar with the matter, WSJ reports that Fiat is
likely to use Chrysler's bankruptcy to slim the Company's
dealership network.  The report says that Fiat can press
dealerships that have underperformed to renegotiate or terminate
their contracts.  Mr. Marchionne, according to the report, doesn't
want Fiat's re-entry to the U.S. market after almost three decades
to be marred by a messy court battle.

        UAW Says 55% Stake in Chrysler to be Owned by Trust

The United Auto Workers President Ron Gettelfinger, seeking to
distance his union from direct responsibility for the future of
Chrysler, said on the Fox Business Network on Friday, "It's this
independent trust [Voluntary Employee Beneficiary Association, or
VEBA] that will own these shares."  Citing Mr. Gettelfinger,
Matthew Dolan at WSJ relates that the 55% stake in Chrysler will
be owned by a retiree health care trust fund and not the union
itself.

According to WSJ, VEBA is supposed to take ownership of 55% of
Chrysler as part of a government-brokered cost-cutting plan that
union workers have ratified.  Mr. Gettelfinger told Fox that the
UAW would be able to act independently, even strike if necessary,
despite the fact that the union would own a critical piece of the
company through the VEBA trust.

"The VEBA is controlled by the outside independent directors who
have been appointed by a judge to serve on that.  We have less UAW
representation on the VEBA. And as far as the board seat that the
VEBA is going to get [on the Chrysler board] with the approval of
the UAW, the voting will be done by independent directors....  We
have issues and occasionally we'll have a strike but we settle 98%
of our agreements without any kind of an altercation with the
employer.  It's in our best interests.  It's in their best
interests." WSJ quoted Mr. Gettelfinger as saying.

WSJ states that as part of a restructuring worked out before
Chrysler's bankruptcy filing, the UAW agreed to take half of its
debt obligation to its retiree health care trust in equity.  The
union, according to WSJ, consented to extend the timing of the
payments to 23 years.  "This creates additional risk for the
retirees' health care; however, with the company being successful,
we'll need to turn that stock around, and we have provisions
worked in the agreement that even though it won't be a public
company until later on, we'll be able to sell those shares under
certain circumstances....  We did the very best that we could, but
let's step back.  Again, in '07, we reduced the company's
obligation to the retirees down to about 60%, so that's 60 cents
on the dollar, and that's the position we were in going into this.
But let me say this, and the President made it clear, that all the
stakeholders had to give something," WSJ quoted Mr. Gettelfinger
as saying.

Mr. Gettelfinger, WSJ relates, believes that the pre-packaged deal
for Chrysler's reorganization in bankruptcy would get quick court
approval.  According to WSJ, Mr. Gettelfinger said, "Treasury
supports this agreement, Chrysler supports this agreement, and
Fiat supports this agreement.  All of together are going to
petition the judge to enforce these agreements."

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: U.S. Trustee Sets May 5 Meeting to Form Committee
---------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, will hold an
organizational meeting in the Chapter 11 cases of Chrysler LLC and
its 24 debtor-affiliates on May 5, 2009, 10:30 a.m., at Sheraton
Manhattan, Times Square, 790 7th Avenue at 51st Street, in New
York.

The purpose of the meeting is to form an official committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors held
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtors, however, may attend the meeting to provide
information about the status of the Debtors' bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
There must be at least three unsecured creditors willing to serve
in order to form the Committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Chapter 11 Bankruptcy Filing May Affect GM Debt Deal
------------------------------------------------------------------
Thestreet.com reports that Chrysler LLC's filing for Chapter 11
bankruptcy protection might affect General Motors Corp.'s debt
deal, but the Ad Hoc Committee of GM bondholders said that the
cases have little in common.

Thestreet.com relates that President Barack Obama seemed likely to
increase pressure on GM bondholders who refuse to go along with
the deal that GM is proposing.

As reported by the Troubled Company Reporter on April 28, 2009, GM
was commencing public exchange offers for $27 billion of its
unsecured public notes.  GM offered to exchange 225 shares of GM
common stock for each 1,000 U.S. dollar equivalent of principal
amount -- or accreted value as of the settlement date, if
applicable -- of outstanding notes of each series, and was
offering to pay in cash accrued interest on the GM notes from the
most recent interest payment date to the settlement date.

According to Thestreet.com, President Obama said that Chrysler's
bankruptcy filing was necessary because a small group of investors
and hedge funds refused to accept a deal to save the Company.  The
small group was "hoping that everybody else would make sacrifices
and they would have to make none.  Some demanded twice the returns
that other investors were getting.  I don't stand with them," the
report quoted President Obama as saying.  The report says that
President Obama's statement seemed likely to increase pressure on
GM bondholders who have been unwilling to accept the deal that the
troubled automaker is proposing.

Citing the Ad Hoc Committee of GM bondholders spokesperson Nevin
Reilly, Thestreet.com reports that the company's case has little
in common with that of Chrysler and the committee "views these as
two entirely separate cases.  Chrysler has a unique set of
circumstances."

The ad hoc committee said in a statement that it supports a plan
to allocate GM equity on a pro rata basis to the retiree health
care trust fund and to bondholders.

Chrysler CEO Bob Nardelli said that he would be leaving the
Company when it emerges and completes its alliance with Fiat and
that he will return to Cerberus Capital Management LP as an
advisor, according to Thestreet.com.

GMAC, says Thestreet.com, will become the preferred lender for
Chrysler dealer and consumer business.  Chrysler, according to the
report, said that it will shut down its manufacturing operations
on May 4 for the length of the bankruptcy.  Thestreet.com states
that when Chrysler emerges from Chapter 11 bankruptcy, its
majority owner will be the VEBA, which would own 55% of the new
company.

         Suppliers Count on Bankruptcy Process for Payment

Alex Ortolani at Bloomberg News relates that U.S. auto-parts
suppliers are counting on Chrysler's bankruptcy process to get
paid for sales to the Company.  Bloomberg states that producers
including Tenneco Inc. seek government guarantees.

Citing analysts, Bloomberg says that Chrysler would ask the
bankruptcy judge to ensure payments to the most important
partsmakers.  The report quoted Frost & Sullivan analyst Stephen
Spivey as saying, "The critical vendors will likely be protected.
As long as Chrysler is not being liquidated, as long as it is just
being restructured, they should make it."

               Chrysler Lawyers May Get $200 Million

Linda Sandler and Christopher Scinta at Bloomberg reports that
Chrysler may pay an estimated $200 million to lawyers and other
professionals who are helping it try to create a more viable
carmaker in partnership with Fiat.  According to court documents,
Chrysler has already paid Jones Day lawyers some $18.9 million in
retainers since November 2008 to avoid, and then prepare for, the
Company's Chapter 11 proceeding.  Citing Seton Hall University
School of Law professor Stephen Lubben, Bloomberg states that
lawyers, bankers, and accountants may get more than 10 times that
amount in court-approved fees by the time Chrysler's Chapter 11
case ends.

Court documents say that Chrysler's lead lawyers at Jones Day is
led by restructuring partner Corinne Ball.  The attorneys will
charge Chrysler as much as $950 an hour, according to court
documents.  Court documents state that the billing rate of Ms.
Ball and her colleague David Heiman was $900 per hour as of April
2009.

             Chrysler Owes Cummins Some $43.9 Million

Chrysler said in court documents that it owes Cummins Inc., the
exclusive provider of diesel engines for the heavy-duty Dodge Ram,
about $43.9 million, placing the southern Indiana company among
its top unsecured creditors.  Citing Cummins spokesperson Mark
Land, Kathleen McLaughlin at IBJ reports that the debt will be
covered by the U.S. Treasury Department's new Supplier Support
Program, which the Company entered earlier this month.  IBJ quoted
Mr. Land as saying, "It's our belief a large percentage of that is
going to be covered.  That program is working.  Some of it's
already coming our way."

             Unions Optimistic on Restructuring Plan

Theheraldbulletin.com reports that President Obama said that he
was confident in Chrysler, an optimism shared with the Local 685
union president Rich Boruff who said, "I feel confident in him
[President Obama].  He has a plan.  He is looking out for
Chrysler, the communities and the workers."

The shorter Chrysler stays in bankruptcy, the better,
Theheraldbulletin.com says, citing Indian University's Kelley
School of Business Indiana Business Research Center director,
Jerry Conover.  The report quoted Mr. Conover as saying, "I think
they can get through this quickly and come back a smaller company
with fewer brands and be profitable.  The concern would have to be
on the suppliers.  The longer they stay in bankruptcy and make
fewer cars, they are going to feel a pinch.  If the demand for
cars is lower than it used to be, that means fewer car parts to
make.  The other significant impact could be on the dealers and
the communities they are in.  Usually they are a city's biggest
taxpayer and advertiser.  That means less revenue circulating in a
city.  It's not an easy time.  Everyone is going to have to give a
little to get through it."

According to Theheraldbulletin.com, UAW Local 1166 representative
Sean Fain said, "(Obama) cares about the families and the
thousands of people this affects.  If this was eight years ago, we
wouldn't be having this conversation at all.  We would have been
liquidated.  We hoped to avoid bankruptcy, but it's here.  We are
not out of work and we have our jobs.  Now, we need to get this
[bankruptcy] done as fast as we can so we can get back to work."

Theheraldbulletin.com relates that the union agreed to wage
freezes through 2011 for temporary and part-time workers, removal
of restrictions on the number of new workers who can be hired at
less than $15 an hour, and lesser pay from Chrysler to the UAW's
retiree health-care fund.  The concessions, says the report,
affect current workers.  The report states that for retirees, Ken
Kirby, who retired from Chrysler after 31 years, said, "The money
is not there to support health care....  Who knows what the impact
of this is going to be?  It happened so quick"

             Chrysler Committed to Sprint Cup Series

David Newton at ESPN.com reports that Chrysler is still committed
to the Sprint Cup Series.  "The partnership not only will
transform Chrysler into a new, stronger car company with many
strategic advantages, it will enable the company to better serve
our customers with a broader and more comprehensive lineup of
vehicles.  NASCAR is a strategic part of our marketing plan and
the Dodge brand.  We plan to continue our Dodge sponsorship and
relationship into the foreseeable future," the report quoted Mike
Accavitti, Chrysler's director of brand marketing and strategy for
Dodge Motorsports, as saying.

                Bankruptcy to Affect Lithia Motors

Portland Business Journal relates that Chrysler's bankruptcy will
affect Lithia Motors Inc., the Medford-based chain of auto dealers
that depends heavily on the Chrysler brand.  Lithia Motors
chairperson and CEO Sid DeBoer had anticipated Chrysler's
bankruptcy, Business Journal states.  Mr. DeBoer, according to the
report, told analysts that Lithia Motors restructured itself to
alleviate the impact of a bankruptcy by either Chrysler or GM.

Business Journal reports that Chrysler sales account for 34% of
Lithia Motors' new car sales, down from 40% last year.  According
to the report, Lithia Motors said that it is continuing to
diversify its mix of brands to avoid relying on any one name.

      Linamar Comments on Chrysler Bankruptcy Announcement

Given the filing for Chapter 11 bankruptcy protection by Chrysler,
Linamar is clarifying its position with respect to its outstanding
Chrysler receivables.

As already outlined previously in its press release dated April 2,
2009, Linamar has limited exposure to Chrysler and GM on both the
receivables and sales volume side.  With respect to receivables,
the outstanding balance owing from Chrysler that is older than 20
days for Chrysler Canadian and American entities is estimated at
less than $700,000.

For better assurance of full recovery, Linamar has EDC insurance
coverage in place for all of the outstanding receivables.
Additionally, over the past few months, Linamar has been working
with Chrysler to minimize the outstanding receivables balance.

"We are of course disappointed that Chrysler was unable to
successfully negotiate with stakeholders a satisfactory solution
to allow them to avoid Chapter 11, however, we feel that we are in
a very strong position to weather the situation given steps we
have taken with Chrysler over the past months to minimize our
exposure to them," said Linamar CEO Linda Hasenfratz.

Linamar is confident that given the steps previously taken, it
will recover the majority of its receivables either within or
outside of the Chapter 11 process.

Linamar looks forward to continuing to work with its valued
customer, Chrysler, as it moves through this restructuring
process.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Seeks Superpriority for Jones Day's Fees
------------------------------------------------------
Chrysler LLC asks Judge Gonzalez to order that "Jones Day's fees
and expenses incurred in its representation of the [automaker be]
granted superpriority status, pursuant to section 364(c)(1) of the
Bankruptcy Code."

That's an unusual provision that doesn't appear in papers filed by
Tribune Company, Lehman Brothers, Boscov's or Tarragon
Corporation, when they hired Jones Day in their chapter 11 cases.

In its application to hire Jones Day, Holly E. Leese, Chrysler's
Senior Vice President and General Counsel, tells Judge Gonzalez:

     "It is anticipated that the estate professionals
     retained in these cases, including Jones Day, will
     incur significant fees in connection with the Debtors'
     efforts to preserve, protect and maximize the value of
     their assets under difficult and challenging
     circumstances.  As such, Jones Day and other estate
     professionals will be extending significant amounts of
     credit to the Debtors to assist them in their efforts
     to pursue available opportunities in these chapter 11
     cases.  Under the circumstances, the fees and expenses
     of Jones Day and other estate professionals should be
     granted superpriority status pursuant to section
     364(c)(1) of the Bankruptcy Code.  Granting
     superpriority status will ensure that Jones Day and
     other estate professionals are not placed at
     unnecessary risk of funding the Debtors' chapter 11
     cases.

     "Moreover, any fees and expenses will remain in all
     cases subject to review and allowance under sections
     328, 330 and 331 and the other applicable requirements
     established by the Bankruptcy Code, the Bankruptcy
     Rules, the Local Bankruptcy Rules, U.S. Trustee
     Guidelines and orders of this Court."

Section 364(c)(1) of the Bankruptcy Code allows a debtor to borrow
money following a bankruptcy filing and direct that the
postpetition lender be repaid in full before payment of any other
administrative expense arising under Sections 503 or 507 of the
Bankruptcy Code.  Debtor-in-possession lenders typically receive
superpriority administrative claim status for the dollars they
lend to debtors.  Ordinarily, professionals employed and retained
in a bankruptcy case obtain comfort that their fees and expenses
will be paid by obtaining a so-called carve-out from the DIP
lender's superpriority lien for a fixed dollar amount.

The structure proposed by Chrysler makes its professionals' fees
pari passu with any DIP loans extended by the U.S. Treasury and
all intercompany claims (assuming Judge Gonzalez approves that
request) and senior to all other administrative priority claims
arising in Chrysler's chapter 11 proceeding.

Chrysler's request appears to be a matter of first impression for
Judge Gonzalez, and may draw comment from United States Trustee's
office.


                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Chapter 11 Filing Cues Fitch's Rating Cut to 'D'
--------------------------------------------------------------
Fitch Ratings has downgraded Chrysler LLC's Issuer Default Rating
to 'D' from 'C' based on the company's filing for Chapter 11
bankruptcy.

Fitch's existing ratings on Chrysler remain:

  -- $6.9 billion first-lien senior secured loan 'CC/RR3';
  -- Second-lien secured loan 'C/RR6'.

Recovery Ratings on the first-lien senior secured loan remain at
'RR3', indicating expected recoveries in the range of 50-70%.
Fitch's analysis is based on a liquidation scenario, with primary
values derived from the value of the Jeep brand and the Dodge Ram
pickup truck platform, modestly supplemented by other intangible
brand values, assorted discounted short-term assets and long-term
fixed assets.

Recoveries for first-lien holders may fall below 50% as a result
of the pre-bankruptcy stances between a portion of the bank group,
Chrysler, the UAW and the government task force.  This would
indicate that efforts to create a going concern may take
precedence over the interests of the secured lenders, impairing
secured creditors' ability to realize the full value of the assets
in a liquidation process.  In this scenario, current recoveries
would be reduced, as the initial value of the equity granted to
the secured debtholders (valued by Fitch at zero) will be less
than the value of their security interest.  Incremental recovery
over the long-term could be realized through value accruing to the
equity in the event that a viable, restructured Chrysler emerges.
The rating of RR6 on the second-lien secured loan indicates
minimal recoveries of 0-10% on the second-lien loans, with actual
recovery expected to be zero.


                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and other ratings on Chrysler LLC to 'D',
reflecting the Administration's announcement that the Company will
file for Chapter 11 bankruptcy in the United States.  The rating
actions are consistent with S&P's previously published intentions
to lower the ratings in the event of a bankruptcy filing or a
distressed exchange.  S&P lowered the corporate credit rating on
Chrysler to 'CCC+' in August 2008 and to 'CC' in December 2008.

"We believe the filing was caused by inadequate liquidity because
S&P understand the company was unable to reach an agreements with
all key parties and to otherwise satisfy the U.S. Treasury
Department that it has an acceptable viability plan without the
use of bankruptcy," said Standard & Poor's credit analyst Robert
Schulz.

According to the announcement, Chrysler will not emerge from
bankruptcy as a standalone entity but will form a new entity in
which the government and other constituencies will have a stake.
S&P expects assets, liabilities, and operations that are not
included in the new entity to be disposed of through the
bankruptcy process over time.

The recovery ratings on Chrysler's senior secured debt remain at
'4' and '6', indicating S&P's expectation that lenders would
receive average (30% to 50%) and negligible (0 to 10%) recovery,
respectively, in the event of a payment default.  These ratings
are under review as a result of the decision to file for
bankruptcy, and if additional information is made available, S&P
will provide an updated recovery analysis.


                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: DBRS Downgrades ratings to 'D', With Negative Trent
-----------------------------------------------------------------
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to D from CC with a
Negative trend.

The rating action follows the Company's filing for Chapter 11
bankruptcy protection in the United States, (for the time being,
the Canadian and Mexican subsidiaries have not been included in
the filing).

Chrysler's announcement comes as the Company was unable to reach
an agreement with 100% of its creditors regarding its $6.9 billion
in secured debt that was proposed to have been reduced to
approximately $2 billion.  DBRS notes that although four banks
that held the majority of the debt agreed to the proposed debt
reduction, the opposition of a small number of lenders resulted in
a breakdown in negotiations.  Chrysler was attempting to meet the
April 30, 2009, deadline imposed by the Obama administration for
the Company to demonstrate itself as a viable automotive
manufacturer going forward, and thereby qualifying for further
funding assistance from the U.S. government.

DBRS notes that Chrysler recently was able to reach agreements
with the United Auto Workers and the Canadian Auto Workers
regarding further cost concessions that would render the Company's
labor costs more in line with those of the transplant auto
manufacturers.  Chrysler also had entered into a global strategic
alliance with Fiat S.p.A., subject to regulatory approval.  Under
the Alliance, Fiat is to acquire an initial 20% equity interest in
Chrysler in exchange for rights to various platforms and
technologies primarily applicable to smaller more fuel-efficient
vehicles.

DBRS notes that the Company can continue producing vehicles while
under bankruptcy protection, although Chrysler has announced that
it plans to idle most of its plants while in bankruptcy.  The
Obama administration has indicated that it will provide additional
funding to Company in order to enable it to maintain operations
through the bankruptcy.  Furthermore, Chrysler vehicles sold in
the United States and Canada will continue to have their
warranties honoured by the United States and Canadian governments,
respectively.

Furthermore, as Chrysler has reached agreements in principle on
various concessions with the majority of its stakeholders, it is
hoped that the Company will emerge out of bankruptcy in a
relatively quick period, (i.e,. approximately 60 days).  However,
DBRS notes that there remain several uncertainties with respect to
the bankruptcy process, and it is not inconceivable that
Chrysler's period under such protection could extend significantly
further.


                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CHRYSLER LLC: Moody's Cuts Rating to 'D' on Chapter 11 Filing
-------------------------------------------------------------
Moody's Investors Service changed the Probability of Default
Rating of Chrysler LLC to D from C in response to the company's
filing for protection from creditors under Chapter 11 of the US
Bankruptcy Code.  The company's other ratings remain unchanged --
Corporate Family Rating at C, first-lien secured debt at Ca, and
second-lien secured debt at C.

As result of the Chapter 11 filing Moody's anticipates that all of
Chrysler LLC's ratings will be withdrawn during the near term.

Chrysler Financial Services Americas LLC's ratings (Corporate
Family Rating at Ca/negative outlook) are unaffected by this
action.

The last rating action on Chrysler was a downgrade of its
Corporate Family Rating to C on April 21, 2009.


CHRYSLER LLC: Moody's Comments on Implications of Chap. 11 Filing
-----------------------------------------------------------------
Chrysler LLC announced that it has filed a petition under Chapter
11 of the U.S. Bankruptcy Code.  This event has varying
implications for the performance and ratings of vehicle-related
Asset-Backed Securities.

This provides a commentary on the ABS asset classes affected by
Chrysler's bankruptcy in the U.S. and Canada.  None of the
transactions rated by Moody's in Europe and Asia is directly
exposed to the bankruptcy of the manufacturer.

                      Auto loans and leases

Moody's has taken several actions on auto loan and lease
securitizations sponsored by Chrysler Financial Services Americas
LLC over the past six months.  The actions on these
securitizations were driven by the performance of the underlying
pools, as well as by the heightened risk of a bankruptcy of the
manufacturer and the impact that a bankruptcy would likely have on
used vehicle prices.  The most recent rating actions have taken
into consideration a high likelihood of a Chapter 11 bankruptcy
filing by Chrysler.  Therefore, no further rating actions are
being taken on the above transactions, although several ratings (a
total of eight tranches issued from six separate transactions)
remain under review for possible downgrade.  The ratings may come
under pressure if the decline in vehicle prices throughout the
duration of the bankruptcy is greater than Moody's expectation or
if the reorganization is unsuccessful and is followed by
liquidation.

Moody's believes that new and used vehicle prices are likely to
decline as a consequence of Chrysler's bankruptcy.  The
manufacturer may be motivated to heavily discount new vehicles to
encourage sales; the discounted new vehicles would negatively
impact used car resale values.  A bankruptcy may also raise
concerns over the continuation of existing models.

The risk that collateral value, as reflected by used vehicle
prices, will decline is a key driver that will magnify losses in
both retail auto loan and lease ABS to varying degrees.  In auto
loan ABS, generally a limited percentage of the collateral pool is
subject to repossession and resale and therefore exposed to market
value risk, since only a fraction of the loan pool will default.
However, with respect to auto lease ABS, 80% to 90% of the
manufacturer's leased vehicles are turned in at lease termination.
Turn-in rates are also likely to increase further when car prices
decline, as the lessee's purchase option becomes more expensive
than prevailing market prices.

In response to the heightened risk of a manufacturer bankruptcy,
as well as the higher than expected residual value losses
experienced to date, Chrysler Financial's auto lease
securitizations (Chrysler CA Lease Receivables Trust II, CALN2
Notes and Chrysler CA Lease Receivables Trust II, CALW2 Notes)
were downgraded on November 25, 2008, on January 14, 2009, and
again on April 29, 2009.  The ratings (currently Baa3 and Ba3 for
the CALN2 and CALW2 transactions, respectively) remain under
review for possible further downgrade.

The actions on the ratings of auto loan transactions have been
relatively less severe than those on the lease deals. Auto loan
ABS account for the majority of Moody's-rated outstanding
securitizations sponsored by Chrysler Financial.  Out of 29
outstanding tranches issued in six term retail auto loan
transactions rated from 2005 through 2008, Moody's have downgraded
the ratings of nine tranches in three transactions issued in 2007
and 2008.  The rating review that concluded on February 18, 2009
with the downgrade actions was driven by worse than expected
performance of the loan pool, and particularly the higher than
expected borrower default rate.  Lower recoveries compared to
historical rates have contributed to boosting overall losses.  The
deterioration in these transactions has outpaced that of other
recent vintage prime auto loan pools and is also not reflective of
the general performance of prime auto loan transactions from other
U.S. or foreign automakers.

Mezzanine and subordinate notes in the same three transactions
were placed under review for possible downgrade on April 29, 2009.
In addition, the public rating on one auto loan warehouse
transaction (Chrysler Retail Trust II) rated in 2008 was also
placed under review for downgrade.  These ratings are relatively
more sensitive than those of other Chrysler auto loan ABS to a
significant decrease in recovery rates on repossessed vehicles, as
the projected defaults are higher for those deals.

Moody's expects that the administration will take steps to contain
the disruption that might be caused by the bankruptcy, including
providing government-funded debtor in possession financing during
the bankruptcy process.  These government actions may contain the
extent of future vehicle price declines to some degree.  In
addition, Moody's expects that Chrysler Financial will continue
servicing its existing loan and lease portfolio throughout the
bankruptcy process to preserve the value of its residual interest
in the transactions.  As a consequence, servicing disruption is
likely to be immaterial for both loan and lease ABS transactions
at this stage.  Avoiding servicer disruption is central to lease
ABS performance as a higher percentage of vehicles needs to be
auctioned.

                            Floorplans

Moody's most recently took rating actions on floorplan
transactions sponsored by Chrysler Financial in the US and Canada
in April 2009.  Specifically, in the US, Class A notes of Master
Chrysler Financial Owner Trust Series 2006-A and Series 2008-B
were downgraded to B2 and Baa3 from Baa3 and A1, respectively, and
remain under review for further possible downgrade.  In Canada,
the ratings of senior notes issued under Canadian Revolving Auto
Floorplan Trust Series 2007-D1, D2, and D3 were all downgraded to
Ba1 from Aa3 and remain under review for further possible
downgrade.  The most recent rating actions took into consideration
a high likelihood of a Chapter 11 bankruptcy filing by Chrysler.
Therefore, no further rating actions are being taken on those
transactions.

Ratings for the floorplan notes remain on review for further
possible downgrade due to the significant uncertainty surrounding
the floorplan transactions in the near term.  A Chrysler
bankruptcy filing could lead to high dealer default rates,
depressed collateral recovery values, and could severely constrain
the servicer's ability to monitor dealers and secure collateral if
numerous dealers default in a short period of time.  Moody's will
continue to monitor developments and will further assess the
potential impact on Chrysler Financial's outstanding floorplan
transactions as necessary.  The uncertainty related to potential
developments, particularly the potential for a subsequent Chapter
7 filing by Chrysler at a later time, underlies the continued
review process for the transactions.

                           Rental cars

Rental car ABS have varying amounts of exposure to Chrysler due to
the presence of Chrysler-manufactured vehicles in the rental car
fleets that serve as collateral for the securities.  The residual
values of those vehicles may suffer following a Chrysler
bankruptcy filing.  Any such lowering of collateral value exposes
rental car ABS holders to greater possible loss in the event of a
default by the sponsoring rental car company.  In addition, such a
decline in vehicle values may itself increase the risk of default
of the sponsoring rental car company.  All but one of the rental
car ABS issuers are well-diversified among manufacturers and have
only modest exposure to Chrysler.  The exception is Rental Car
Finance Corp., sponsored by Dollar Thrifty, where Chrysler
vehicles represent approximately three-quarters of the fleet
collateral.  The underlying ratings of the RCFC rental car ABS
were downgraded on January 27, 2009 to the Caa category, and
already factor in a high likelihood of a Chrysler bankruptcy
filing.  As such, downward ratings movement as a result of the
actual filing is anticipated to be minimal to none.  No other
rating actions related to rental car ABS solely as a result of
this filing are expected.

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


CINCINNATI BELL: Limits Number of their Share of Common Stock
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Cincinnati
Bell Inc. adopted a policy that generally limits the number of
shares of the Company's common stock with respect to which future
share based awards under the Company's 2007 Long Term Incentive
Plan may be made to no more than 2 million in the aggregate in any
calendar year and no more than 1 million to any individual in any
calendar year.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter on May 1, 2009,
Moody's Investors Service lowered Cincinnati Bell's short term
liquidity rating to SGL-3 from SGL-1, reflecting primarily the
pending maturity of the Company's revolving credit facility in
early 2010.  Although the Company intends to extend the maturity
of the revolver, and has the capacity to repay the revolver
outstandings prior to its scheduled maturity in February 2010, the
lack of an external facility and the resulting modest cash
balances will leave the company with a lower liquidity cushion
over the forward four-quarter period ending March 31, 2010.
Still, Moody's recognizes the Company's ability to generate about
$380 million in cash from operations over the next year, which
should leave it in an adequate liquidity position overall.  Should
the Company refinance the maturing revolver with a multi-year
facility, the liquidity rating would likely improve.

Cincinnati Bell had $2.08 billion in total assets and
$2.78 billion in total liabilities as of December 31, 2008,
resulting in $709.3 million in shareowners' deficit.


CITIGROUP INC: Asserts $75MM Adequate Protection Claim vs. Lehman
-----------------------------------------------------------------
James W. Giddens, as Trustee for the liquidation of the business
of Lehman Brothers, Inc., pursuant to the Securities Investor
Protection Act, and Citigroup, Inc., and its affiliates, including
Citibank, N.A., Citibank Japan Ltd., and Citibank Korea, have
entered into a stipulation under which the Citibank Affiliates
would turn over to the Trustee $75 million, potentially subject to
the Citibank Affiliates' Setoff Rights, and provide adequate
protection for the Citibank Affiliates involved in respect of the
Turnover Amount.

The Citibank Affiliates' ability to obtain adequate protection
depended on the Citibank Affiliates' filing an adequate protection
claim by March 10, 2009.  Citibank and the Trustee also agreed
that Citibank must move to assert its Setoff Rights, if any, by
March 13, 2009.  The stipulation has been approved by the U.S.
Bankruptcy Court for the Southern District of New York.

In an amended Court-approved stipulation, Citibank and the Trustee
have agreed to extend the date by which (i) any Citibank Affiliate
must file any claim for adequate protection in respect of the
Turnover Amount until March 31, and (ii) the date by which
Citibank must effectuate its Setoff Rights by April 30.

Citigroup and its affiliates, including Citibank N.A., Singapore
Branch and Citibank Japan Ltd., accordingly, have asked the Court
to allow its superpriority administrative expense claim for
$75,000,000 as adequate protection for Citibank's setoff rights.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 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 September 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)


CITIGROUP INC: May Have to Raise $10 Million in New Capital
-----------------------------------------------------------
Citigroup Inc. may have to raise as much as $10 billion in new
capital, David Enrich and Damian Paletta at The Wall Street
Journal report, citing people familiar with the matter.

WSJ relates that Citigroup is negotiating with the Federal Reserve
over the results of the stress tests.  According to WSJ, the
sources said that Citigroup may need less than $10 million if
regulators accept its arguments about its financial health.  WSJ
notes that Citigroup could wind up having a $500 million cushion
above what the government is requiring.

Citing officials, WSJ states that the government's strong
preference is for banks in need of fresh capital to raise it
either through private investors or selling assets.  That won't be
an option for certain weaker banks, which may have to give the
government big stakes in their common equity to improve capital
levels, says WSJ.

   Citigroup to Sell Nikko to Sumitomo Mitsui for JPY774.5BB

Citigroup has reached a definitive agreement to sell its Japanese
domestic securities business, conducted principally through Nikko
Cordial Securities Inc., to Sumitomo Mitsui Banking Corporation in
a transaction with a total cash value to Citigroup of JPY774.5
billion (US$7.9 billion at an exchange rate of JPY97.75 to
US$1.00).  The cash value is comprised of the purchase price for
the transferred business of JPY545 billion, the estimated purchase
price for certain Japanese-listed equity securities held by
Citigroupof JPY28.5 billion, and JPY201 billion of cash derived
either through the retention of excess cash in Nikko Cordial
Securities or repayment of its outstanding indebtedness to
Citigroup.

The transaction is expected to generate approximately
US$2.5 billion of tangible common equity for Citigroup at closing,
with Citigroup expected to recognize an after-tax loss of
approximately US$0.2 billion.  On a pro forma basis for the
transaction, Citigroup's March 31, 2009 Tier 1 capital ratio would
have increased by approximately 27 basis points.  The transaction
is expected to close by the end of the fourth quarter of 2009,
subject to regulatory approvals and customary closing conditions.

All of the operations and personnel of Nikko Cordial Securities
and various other group companies (including Nikko Systems
Solutions Ltd. and Nikko Business Systems Co., Ltd.), together
with some of the operations and personnel of Nikko Citigroup
Limited (including its domestic equity and debt underwriting
business), will be transferred to SMBC as part of the transaction.
Citi's ownership interests in Nikko Citigroup Limited, Nikko Asset
Management Co., Ltd., and Nikko Principal Investments Japan Ltd.
are not included in the transaction.  A total of about 7,800
employees will be included in the transaction.

"This is a great outcome for Citigroup and Sumitomo Mitsui
Financial Group, as well as for the employees and clients of Nikko
Cordial Securities.  This transaction is another step in the
execution of the Citicorp/Citigroup Holdings strategy we announced
earlier this year.  We will continue to look for additional
opportunities to maximize the value of businesses and assets as we
rationalize and restructure Citi Holdings.  I am also very pleased
that Citi and our clients retain access to one of Japan's leading
securities firms for capital markets transactions, while SMFG will
benefit from Citi's global banking platform and international
network. Citi has proudly served clients in Japan for more than a
century, and we remain committed to this very important market,"
said Citigroup CEO Vikram Pandit.

In connection with the transaction, Citigroup and Sumitomo Mitsui
Financial Group (hereafter SMFG) have agreed to enter into an
alliance agreement to provide SMFG with access to Citigroup's
global networks in corporate and investment banking, including M&A
and sales and trading services, while continuing the longstanding
partnership between Citigroup and Nikko Cordial Securities in
originating and distributing capital markets products to investors
in Japan and globally.  The two alliance partners will also
explore further opportunities to facilitate the development of new
business opportunities, products and services that will build upon
the powerful combination of SMFG's and Citi's unique strengths in
their respective core products and geographical markets.

Nikko Citi Holdings' CEO Doug Peterson said, "Citi has a proud
history of delivering our global capabilities to clients in Japan,
and we will continue to have a large local presence here, with
market-leading investment banking and corporate banking platforms,
the largest retail banking presence among foreign-owned banks and
one of Japan's top premium credit card businesses."

Citi's Institutional Clients Group advised Citigroup on this
transaction.

                         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.


CITIZENS COMMUNITY: N.J. Community Bank Assumes All Deposits
------------------------------------------------------------
Citizens Community Bank, Ridgewood, New Jersey, was closed May 1,
2009, by the New Jersey Department of Banking and Insurance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with North Jersey Community Bank, Englewood
Cliffs, New Jersey, to assume all of the deposits of Citizens
Community Bank.

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

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

As of December 31, 2008, Citizens Community Bank had total assets
of approximately $45.1 million and total deposits of
$43.7 million.  North Jersey Community Bank paid a premium of
0.67 percent to acquire all of the deposits of the failed bank.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8503.  Customers who would like more
information about the transaction can also visit the FDIC's Web
site at http://www.fdic.gov/bank/individual/failed/citizens.html

In addition to acquiring the failed bank's deposits, North Jersey
Community Bank agreed to purchase approximately $11.5 million in
assets.  The FDIC will retain any remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $18.1 million.  North Jersey Community Bank's acquisition
of the deposits of Citizens Community Bank was the "least costly"
resolution for the FDIC's Deposit Insurance Fund compared to
alternatives.

Citizens Community Bank is the 31st bank to fail in the nation
this year and the first in New Jersey. The last FDIC-insured
institution to fail in the state was Dollar Savings Bank, Newark,
on February 14, 2004.

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


CLASS ACTS MANAGEMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Class Acts Management, Inc.
        P.O. Box 10250
        Portland, ME 04104

Bankruptcy Case No.: 09-20605

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  Email: sanderson@bernsteinshur.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 William P. Simpson, president of the
Company.


CINCINNATI BELL: Limits Number of their Share of Common Stock
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Cincinnati
Bell Inc. adopted a policy that generally limits the number of
shares of the Company's common stock with respect to which future
share based awards under the Company's 2007 Long Term Incentive
Plan may be made to no more than 2 million in the aggregate in any
calendar year and no more than 1 million to any individual in any
calendar year.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the Company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter on May 1, 2009,
Moody's Investors Service lowered Cincinnati Bell's short term
liquidity rating to SGL-3 from SGL-1, reflecting primarily the
pending maturity of the Company's revolving credit facility in
early 2010.  Although the Company intends to extend the maturity
of the revolver, and has the capacity to repay the revolver
outstandings prior to its scheduled maturity in February 2010, the
lack of an external facility and the resulting modest cash
balances will leave the company with a lower liquidity cushion
over the forward four-quarter period ending March 31, 2010.
Still, Moody's recognizes the Company's ability to generate about
$380 million in cash from operations over the next year, which
should leave it in an adequate liquidity position overall.  Should
the Company refinance the maturing revolver with a multi-year
facility, the liquidity rating would likely improve.

Cincinnati Bell had $2.08 billion in total assets and
$2.78 billion in total liabilities as of December 31, 2008,
resulting in $709.3 million in shareowners' deficit.


DANIEL B. SELLERS: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Daniel B. Sellers
               Sandra F. Sellers
               14 Stuyvesant Road
               Asheville, NC 28803

Bankruptcy Case No.: 09-10489

Chapter 11 Petition Date: April 30, 2009

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

Judge: George R. Hodges

Debtors' Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Total Assets: $3,089,800

Total Debts: $1,825,909

According to its schedules of assets and liabilities, $1,770,000
of the debt is owing to secured creditors, $21,000 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

          http://bankrupt.com/misc/ncwb09-10489.pdf

The petition was signed by the Joint Debtors.


DAVID MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Motor & Scrap, Inc
        12360 Hickman Road
        Biloxi, MS 39532

Bankruptcy Case No.: 09-11958

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Christopher Kern, Esq.
                  PO Box 210
                  Mobile, AL 36601
                  Tel: (251) 438-4357
                  Email: ckern@srgk-law.com

Total Assets: $1,477,758

Total Debts: $6,152,577

According to its schedules of assets and liabilities, $1,960,277
of the debt is owing to secured creditors, $20,170 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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/alsb09-11958.pdf

The petition was signed by David Hickman, president of the
Company.


DECODE GENETICS: Nasdaq Reviews Delisting Notice, Halts Suspension
------------------------------------------------------------------
deCODE Genetics, on April 28, received a letter from the Nasdaq
Listing and Hearing Review Council stating that the Council has
called for review an April 22 determination of the Nasdaq Listing
Qualifications Panel regarding the delisting of the company's
common stock from the Nasdaq Stock Market.

Pending the completion of this review the Council has stayed the
Panel's proposed suspension of trading in deCODE common stock.

The company's stock will continue to trade as usual on the Nasdaq
Capital Market during the review process.

                       About deCODE Genetics

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

                        Bankruptcy Warning

As reported by the Troubled Company Reporter on April 13, 2009,
deCODE genetics said its planned operations require immediate
additional liquidity which may not be available, thereby raising
substantial doubt about its ability to continue as a going
concern.  Deloitte & Touche LLP are the Company's independent
accountants.

Management is exploring the possibility of selling some or all of
deCODE's U.S, subsidiaries or its diagnostics and deCODEme
businesses based in Iceland; granting licenses to specific
diagnostic products; entering into a collaboration for gene
sequencing; selling some or all of deCODE's clinical and pre-
clinical drug discovery programs; restructuring deCODE's
outstanding convertible notes; and obtaining new equity financing.

If deCODE's Board of Directors concludes that any of these options
can be better implemented in a bankruptcy proceeding, deCODE will
commence a proceeding under Chapter 11 of the U.S. Bankruptcy
Code.

Net loss for the year ended December 31, 2008 was $80.9 million,
compared to $95.5 million for the full year 2007.  As of
December 31, 2008, the Company had $75.1 million in total assets;
$28.6 million in total current assets, $6.2 million in deferred
revenues; $21.8 million in deferred gain on sale-leaseback;
$23.4 million in finance obligation on sale-leaseback, net; and
$216.0 million in long-term debt, net of current portion;
resulting in $221.0 million in stockholders' deficit.


DELTEK INC: March 31 Balance Sheet Upside-Down by $48.8 Million
---------------------------------------------------------------
Deltek, Inc., on April 30, 2009, reported unaudited financial
results for the quarter ended March 31, 2009.

The Company had $191.4 million in total assets and $240.2 million
in total liabilities, resulting in $48.8 million in stockholders'
deficit as of March 31, 2009.

GAAP net income for the first quarter of 2009 was $2.7 million, or
$0.06 per diluted share, compared to $4.0 million, or $0.09 per
diluted share, in the first quarter of 2008. Non-GAAP net income
for the first quarter of 2009 was $5.6 million, or $0.13 per
diluted share, compared to $6.2 million, or $0.14 per diluted
share, in the first quarter of 2008.

Non-GAAP net income excludes the net-of-tax impact of stock-based
compensation, expenses associated with the Company's 2005
recapitalization, amortization of acquired intangible assets and
restructuring charges.

Total revenue for the first quarter of 2009 was $62.0 million,
compared to $69.4 million in the prior year period.  License
revenue for Q1 was $11.2 million, compared to $17.0 million in the
first quarter of 2008.  Maintenance and support revenue in the
first quarter of 2009 was $30.6 million, an increase from
$28.1 million in Q1 2008.  Consulting services revenue for Q1 was
$20.1 million, compared to $24.3 million in the prior year period.

"While the challenging economic environment impacted our Q1
revenues, we continued to drive operational improvements and cost
reductions to maximize our profitability and deliver strong cash
flow," said Kevin Parker, president and CEO of Deltek.

"Although the economic environment will continue to influence
near-term purchasing decisions across the entire software
industry, our overall pipeline remains healthy, our customer
engagement remains high and our competitive position continues to
be very strong.  While our revenue results will continue to be
impacted by the tough economic climate, we are committed to
maximizing our profitability and cash flow."

Some highlights of the financial report include:

   -- Q1 operating cash flow was $17.4 million, resulting in a
      cash balance of $43.0 million at March 31, 2009.  During Q1,
      Deltek also reduced its indebtedness by $10.2 million.

   -- On April 3, 2009, the Company filed a Registration Statement
      on Form S-3 with the Securities and Exchange Commission for
      a proposed $60 million rights offering to shareholders of
      record as of April 14, 2009.  The offering involves non-
      transferable subscription rights to purchase up to
      20 million shares of the Company's common stock at a price
      of $3.00 per share.  On April 30, 2009, the Company filed an
      amendment to this Registration Statement relating to the
      proposed rights offering.

   -- In May, Deltek will host its annual customer conference,
      Insight 2009, the largest gathering of project-focused
      professionals in the world.  Deltek recently announced the
      significant expansion of the Insight program to incorporate
      a new forum -- "The Stimulus & Beyond: Navigating the Brave
      New World."  This unique event will provide government
      contractors and architecture, engineering and construction
      (AEC) firms with valuable real-world strategies and tools on
      winning business in this new era of government spending.
      Deltek's Insight conference will be held May 12-15, 2009, in
      Orlando, Florida.

   -- Deltek recently announced a partnership with Lumigent
      Technologies, an industry leader in IT governance and
      compliance control systems for financial applications.  The
      addition of Lumigent's applications to Deltek's broad
      portfolio of solutions for government contractors further
      strengthens IT governance and data security.

The full-text copy of the Company's unaudited financial results
for the quarter ended March 31, 2009, is available for free at:

               http://ResearchArchives.com/t/s?3c53

Headquartered in Herndon, Virginia, Deltek, Inc. (Nasdaq: PROJ) --
http://www.deltek.com/--provides  enterprise applications
software and related services designed specifically for project-
focused organizations.  Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.


DOUGLAS JOHNSON: May Sell Jet Boat and Polaris Vehicle to D. Weber
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
approved the sale of Douglas Johnson and his ex-spuse, Melanie
Johnson's (1) 2004 SEADOO Jet Boat (19'9") and (2) 2004
Polaris 4x4 Ranger all-terrain vehicle, to Donald Weber for
$15,000 in cash.

Pursuant to the Court's order, at the conclusion of the sale, the
Debtor may disburse the proceeds from the sale but only to pay
certain invoices due on the Michigan and Houston properties.

As reported in the Troubled Company Reporter on March 4, 2009,
Mr. Johnson told the Court the items were to be sold pursuant to
the divorce decree entered in their prepetition divorce
proceeding.

As reported in the Troubled Company Reporter on Jan. 19, 2009, the
Court approved the emergency motion of Melanie Johnson for the
fixed tag sale of several significant items of household goods and
furnishings for $10,730 and distribution to her of the net sales
proceeds of $6,692, after sales commission and expenses, provided
that she pays the private school tuition of Nathan and Justice
Johnson from that amount.

                     About Douglas R. Johnson

Based in Houston, Douglas R. Johnson owns 100% of Johnson
Broadcasting, Inc., and roughly 85% of Johnson Broadcasting of
Dallas, Inc.  He is the sole director of JB and JBDallas.  Mr.
Johnson filed for Chapter 11 relief on October 13, 2008 (Bankr.
S.D. Tex. Case No. 08-36584).  Craig Harwyn Cavalier, Esq., at the
Law Offices of Craig Cavalier, represents the Debtor as counsel.
The Debtor continues to manage and operate his affairs as a
debtor-in-possession.  No creditors' committee has yet been
appointed in the case by the United States Trustee.  In his
schedules, the Debtor listed total assets of $62,134,923 and total
debts of $32,392,497.

Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc.
own and operate television stations in Texas.  Johnson
Broadcasting Inc. and Johnson Broadcasting of Dallas Inc. filed
separate petitions for Chapter 11 relief on October 13, 2008
(Bankr. S.D. Texas Case No. 08-36583 and 08-36585, respectively).
John James Sparacino, Esq., and Timothy Alvin Davidson, II, Esq.,
at Andrews and Kurth, represent the Debtors as counsel.  When
Johnson Broadcasting Inc. filed for protection from its creditors,
it listed assets and debts of between $10 million and $50 million
each.


DPMK COLONIAL LLC: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DPMK Colonial, LLC
        837 Trotter Cir
        Las Vegas, NV 89107

Bankruptcy Case No.: 09-16720

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Robert E. Atkinson, Esq.
                  Kupperlin Law
                  10120 S Eastern Ave Ste 226
                  Henderson, NV 89052
                  Tel: (702) 448 7010
                  Fax: (702) 947 6119
                  Email: r.atkinson@kupperlin.com

Total Assets: $6,090,976

Total Debts: $9,242,813

According to its schedules of assets and liabilities, $9,242,439
of the debt is owing to secured creditors and the remaining $374
for taxes owed to governmental units.

A full-text copy of the Debtor's petition, including its list of 2
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nvb09-16720.pdf

The petition was signed by Virender Sanwal, manager of the
Company.


E*TRADE FINANCIAL: DBRS Confirms Senior Rating at B (High)
----------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings for E*TRADE
Financial Corporation, including its Issuer & Senior Debt rating
of B (high) and short-term rating of R-4 (high), following a net
loss of $233 million in Q1 2009.  This follows a net loss in the
prior quarter of $276 million and a Q1 2008 net loss of
$91 million.  The ratings reflect both the resiliency of E*TRADE's
on-line retail brokerage franchise and the stress from its legacy
loan portfolios that is driving these losses.  While E*TRADE
increased operating income before provisions and taxes from
continuing operations (operating IBPT) to $203 million, it was not
enough to absorb still elevated provisions of $454 million.  All
ratings, except Short-Term Instruments of E*Trade Bank (the Bank),
have a Negative trend.

The ratings confirmation reflects the Company's success in
sustaining its on-line retail financial services franchise and
increasing its operating IBPT, even as substantial credit costs
from its legacy loan portfolios are causing overall losses.
Focusing on its target segments and benefiting from disruptions at
a number of full service competitors, E*TRADE continues to have
success in adding retail accounts, bringing its total customer
accounts to a record 4.5 million with 2.7 million brokerage
accounts.  While trading volumes were down from high levels in Q4
2008, increased average commissions helped sustain revenues.
Market volatility contributed to another quarter of lower margin
lending, as customers are deleveraging and reducing risk With
customers holding more cash, however, deposits at E*TRADE Bank
benefited, increasing to $27.6 billion, even as the Company
reduced its rates on certain accounts.  Increased earning assets
and a largely flat net interest margin are enabling E*TRADE to
increase its net interest income.  Although the contribution of
commissions, fees and other non-interest income has varied over
recent quarters, overall non-interest income has shown modest
growth.  While still investing in its franchise, E*TRADE has also
strengthened its operating IBPT by reducing expenses.

The Negative trend indicates the pressure on the Company's
ratings, as it struggles with the credit costs of its legacy loan
portfolios.  Even with improved operating IBPT in Q1 2009 at a
pace that is likely to be sustained in 2009, DBRS anticipates that
the Company will have quarterly losses for much of 2009, even
though the Company's expectations are for a lower pace of
provisioning.  DBRS sees such losses as putting pressure on the
Company's capitalization, especially if provisioning does not
decline to the extent management projects.  The Company's ability
to build capital is also constrained by the parent's current
quarterly interest payments of $87 million.  With anticipated
quarterly losses eating away at E*TRADE's capital base, DBRS would
view actions to enhance the Company's capitalization as an
important step in maintaining the current ratings.

At the end of Q1 2009, the Bank was considered well capitalized
based on regulatory capital ratios.  At 5.63%, however, the Bank's
regulatory leverage ratio (Tier 1 to adjusted tangible assets) has
declined from 6.29% in Q4 2008, leaving a more modest cushion of
$288 million over the "5%" level required to be considered well
capitalized.  With the Bank generating only $181 million in IBPT,
the current level of provisioning is generating losses in the Bank
and reducing its capital.  Subsequent to the end of the quarter,
the Company downstreamed $150 million to the Bank to bolster
capital.  To manage its capital position, the Company has
indicated that it is considering various approaches to reducing
risk on the Bank's balance sheet, deleveraging the parent company,
and generating additional capital.  E*TRADE continues to pursue
TARP funds to replenish capital, having applied for a total of
approximately $800 million.

Bolstering its loan loss reserves, E*TRADE took $454 million in
provisions in the quarter, charging off $334 million and adding
$120 million to its loan loss reserve (LLR).  With $1.2 billion in
its LLR, the Company has 35% coverage of nonperforming loans
(NPLs) in its $12.6 billion one- to four-family mortgage portfolio
and 195% coverage of the NPLs in its $9.7 billion home equity
portfolio.  E*TRADE has reduced its exposure to unused home equity
lines of credit to $2.0 billion from a peak of over $7 billion at
the end of 2007.  Positively, at-risk delinquencies were up just
9% quarter-over-quarter, as compared to a 31% increase from Q3 to
Q4 2008. Reflecting this improvement in its credit quality trends
and the aging of its home equity portfolio, the Company is now
expecting quarterly provisions to be in the range of $200 -
$250 million, about half the current pace.

The Company has significant liquidity at the Bank with
$3.9 billion in cash and $10 billion of unused liquidity lines at
the Federal Home Loan Bank.  While reduced by the $150 million
downstreamed to the Bank in April, parent company cash stood at
$406 million at Q1 2009, providing resources for interest payments
and further downstreaming capital to the Bank.

DBRS continues to evaluate E*TRADE's operating performance,
financial profile and its efforts to bolster its capitalization.
In addition, signs that the Company's franchise strength is being
significantly impaired would be viewed negatively from a ratings
perspective.


EDWARD H. JOHNSON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Edward H. Johnson
        9761 E. Pinnacle Vista Drive
        Scottsdale, AZ 85262-8456

Bankruptcy Case No.: 09-09080

Chapter 11 Petition Date: April 30, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: James F. Kahn, Esq.
                  James F. Kahn, P.C.
                  301 E. Bethany Home Rd., #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  Email: james.kahn@azbar.org

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

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

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

The petition was signed by Mr. Johnson.


EMPIRE EQUITIES CAPITAL: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Empire Equities Capital Corp.
        405 Lexington Avenue, 26 floor
        New York, NY 10174

Bankruptcy Case No.: 09-12751

Chapter 11 Petition Date: April 30, 2009

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

Judge: Allan L. Gropper

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  Email: mfrankel@bfklaw.com

Total Assets: $8,301,000

Total Debts: $8,913,784

According to its schedules of assets and liabilities, $8,913,784
of the debt is owing to creditors holding unsecured nonpriority
claims.

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

      http://bankrupt.com/misc/nysb09-12751.pdf

The petition was signed by Daniel Rokach, president of the
Company.


ENERGY PARTNERS: Files for Bankruptcy; Noteholders to Support Plan
------------------------------------------------------------------
Energy Partners, Ltd., and certain of its domestic subsidiaries
have filed voluntary petitions for reorganization under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division.  EPL has reached an agreement with an ad hoc committee
of the Company's senior noteholders on the terms of a
comprehensive financial restructuring that would substantially
reduce the Company's indebtedness and provide a long-term solution
for its balance sheet.  The Company and its subsidiaries will
continue to manage their properties and operate their businesses
in the ordinary course throughout the Chapter 11 process while the
Company seeks confirmation of its reorganization plans under the
jurisdiction of the Bankruptcy court.

The Chapter 11 Cases were filed pursuant to a Plan Support and
Lock-Up Agreement, dated as of April 30, 2009, among the Company
and holders of more than 66.6% of the outstanding principal amount
of the Company's 9.75% Senior Unsecured Notes due 2014 and the
Company's Senior Floating Notes due 2013.  The Plan Support
Agreement requires the Consenting Holders to vote in favor of and
support a proposed plan of reorganization of the Company and its
subsidiaries to be filed under the Bankruptcy Code on the terms
and conditions set forth in the term sheet attached as an exhibit
to the Plan Support Agreement.

"During the past year, an extraordinary confluence of factors led
to our need to pursue this financial restructuring, including the
impact of hurricanes, the collapse of the credit markets, sharply
declining commodity prices and a resulting deficiency in the
Company's borrowing base," said Alan D. Bell, Chief Restructuring
Officer.  "The Board and management believe this financial
restructuring is a necessary and prudent step and represents the
best path forward for EPL's future. In addition, having a pre-
negotiated plan of reorganization will allow us to target an
accelerated timeline for emergence from bankruptcy, at which point
we expect to be a stronger, more competitive company."

Mr. Bell continued, "I would like to acknowledge our noteholders,
whose support throughout this process speaks to the inherent
strengths of our business. The Chapter 11 process allows us to
preserve the value of our assets and to operate our business
without interruption while we implement our restructuring in a
controlled, court-supervised environment.  I would also like to
thank our employees, whose hard work and dedication has been
essential to our continued operations."

At the time of filing, EPL had in excess of $13 million in cash on
hand.  As it proceeds with its financial restructuring, the
Company expects, based on current commodity prices, that its cash
on hand and cash from operating activities will be adequate to
fund its projected cash needs, including the payment of operating
costs and expenses.

In addition to the filing of the Chapter 11 Cases, EPL asked the
Bankruptcy court to consider several "first day" motions on an
expedited basis benefiting its employees, vendors, and other
service providers.  Importantly, the Company intends, under the
plan of reorganization, to pay all its vendors and other service
providers in full, whether their claims arose prior to or after
the filing of the Chapter 11 cases, and to continue paying its
employees' salaries and benefits and to maintain its cash
management systems.

                      Plan Support Agreement

Under the plan of reorganization contemplated by the term sheet
attached as part of the Plan Support Agreement, the Company may,
in its discretion, enter into a debtor-in-possession, multi-draw
term loan facility to provide the Company with working capital
while the Chapter 11 Cases are pending.  Upon the effectiveness of
the plan of reorganization, the Company expects to enter into a
first lien working capital facility that the Company expects to
negotiate while the Chapter 11 Cases are pending.  The Company has
agreed with the Consenting Holders not to make any principal
payments on its existing credit agreement while the Chapter 11
Cases are pending.  The Company expects to treat the amounts
outstanding under its existing credit agreement in a manner
mutually acceptable to the Company, the bank lenders thereunder
and the Consenting Holders upon the emergence of the Company from
bankruptcy.

Under the terms of the plan of reorganization, the holders of the
Senior Notes and the holders of the Company's 8.75% Senior Notes
due 2010 would receive their pro rata share of 100% of the
outstanding common stock in the reorganized Company upon its
emergence from bankruptcy.  In addition, the current stockholders
of the Company would receive warrants exercisable for 12.5% of the
common stock of the reorganized Company.  These warrants would be
issued in two classes, with 50% of the warrants expiring on the
earlier to occur of 30 months after the effective date of the plan
of reorganization and a change of control of the reorganized
Company, and the remaining 50% of the warrants expiring on the
earlier to occur of 54 months after the effective date of the plan
of reorganization and a change of control of the reorganized
Company.  The warrants would have an initial exercise price equal
to (i) the sum of (x) $455 million and (y) the aggregate exercise
price of any stock options for the reorganized Company's common
stock outstanding as of the effective date of the plan of
reorganization, divided by (ii) the number of shares of fully
diluted common stock of the reorganized Company as of such
effective date.

               Plan Confirmation Prior to August 15

The plan of reorganization is subject to confirmation by the
Bankruptcy court and the approval of the impaired classes.  The
Company expects the Bankruptcy court to enter a ruling on the plan
of reorganization prior to August 15, 2009.

The Consenting Holders may terminate the Plan Support Agreement
under certain circumstances, including if (i) the Company fails to
file or obtain the Bankruptcy court's approval and confirmation of
the plan of reorganization or related disclosure statement or
consummate the restructuring provided for in the plan of
reorganization in accordance with the schedule set forth in the
Plan Support Agreement; (ii) the Company supports a plan of
reorganization that is different from the plan of reorganization
contemplated by the Plan Support Agreement or withdraws or revokes
the plan of reorganization contemplated by the Plan Support
Agreement; (iii) the Company materially breaches any of its
obligations or fails to satisfy in any material respect any of the
terms or conditions under the Plan Support Agreement; (iv) an
examiner with expanded powers relating to the Company's business
or a trustee is appointed in any of the Chapter 11 Cases, any of
the Chapter 11 Cases are converted to a case under Chapter 7 of
the Bankruptcy Code or any of the Chapter 11 Cases are dismissed
by the Bankruptcy court; (v) the Company's aggregate liabilities
as of the dates specified in the term sheet attached as part of
the Plan Support Agreement (other than liabilities that are
extinguished by or otherwise do not survive the Chapter 11 Cases)
materially exceed the amounts set forth in such term sheet; or
(vi) any definitive documents executed by the Company in
connection with the Chapter 11 Cases in order to implement the
plan of reorganization are not consistent in all material respects
with the terms set forth in the term sheet attached as part of the
Plan Support Agreement and otherwise are not reasonably
satisfactory in all material respects to the Consenting Holders.

In any event, the Plan Support Agreement terminates September 15,
2009.

EPL has retained Vinson & Elkins LLP as legal counsel, and Parkman
Whaling LLC as financial advisor.

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink
Sheets: ERPL.PK) is an independent oil and natural gas exploration
and production company.  The Company had interests in 24 producing
fields, six fields under development and one property on which
drilling operations were then being conducted, all of which are
located in the Gulf of Mexico Region.


EUROFRESH INC: Need to Fix Debt Load, Not Labor Woes, Cued Filing
-----------------------------------------------------------------
Carol Broeder at The Sierra Vista Herald reports that Eurofresh
Inc. won't be laying off any of its workers.

The Herald relates that Eurofresh continues to seek employees for
its plants.  The report quoted Eurofresh CEO Dwight Ferguson as
saying, "In general, this is good news for Willcox," in that it
allows the Company to more quickly pay off its debts.

According to The Herald, Mr. Ferguson said that the media may have
exaggerated news on labor shortages, crop diseases, and pests as
contributing factors to Eurofresh's bankruptcy.  Citing
Mr. Ferguson, The Herald states that in the agricultural business,
it's labor issues one year, then pests, crop disease or weather-
related issues in other years.  "That's the nature of the beast
for Eurofresh.  Those in and of themselves didn't lead to the
filing.  The bottom line is the debt load on our balance sheet.
We needed to de-leverage . . . fixing that has to be perceived as
good news for this community.  We have certain options now that we
didn't have before.  We're now able to fix our balance sheet,
which puts us on a much more solid foundation for going forward,"
the report quoted Mr. Ferguson as saying.

                       About Eurofresh, Inc.

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


EXTENDED STAY: May File for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Thomas A. Corfman at Crain's Chicago Business reports that
Extended Stay America is considering filing for Chapter 11
bankruptcy protection.

According to Extended Stay owner BHAC Capital LLC's annual report,
Extended Stay is in talks to restructure its debt.  Crain's notes
that if the talks collapse, Extended Stay said that it may file
for Chapter 11 bankruptcy protection.

BHAC said in its annual report that Extended Stay has $4.9 billion
in loans due in June 2009.  Crain's relates that the loans were
issued by Wachovia Corp. and Bear Stearns Cos.  Crain's notes that
refinancing those loans would be unlikely amid the tight credit
markets.  BHAC said in its annual report that even if the loans
are extended, Extended Stay still can't afford the higher loan
payments that would be required.  Ernst & Young LLP, raised doubts
about BHAC's ability to continue as a going concern.  Crain's
relates that BHAC Capital recorded a loss of almost
$1.4 billion in 2008, compared to a loss of $210 million in the
last six months of 2007.

Arbor Realty Trust, a key investor in Extended Stay, wrote down
its $115.2-million preferred-equity stake in the hotel deal to
$29.8 million during the fourth quarter 2008, says Crain's.

                   About Extended Stay

Headquartered in Spartanburg, South Carolina, Extended Stay Hotels
-- http://www.extendedstayhotels.com/-- is operated by HVM L.L.C.
It offers extended stay lodging hotels with over 680 locations
reaching all major metropolitan areas across the United States.
Its brands include Extended Stay DeluxeSM, Extended Stay America
Efficiency Studios, Homestead Studio Suites, StudioPLUS Deluxe
Studios, and Crossland Economy Studios.  Extended Stay has
operations in 44 states and Canada.


FIRST NATIONAL: Fitch Downgrades Issuer Default Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of First National of Nebraska, Inc. to 'BB+' from 'BBB' and
downgraded the short-term IDR to 'B' from 'F3'.  The Rating
Outlook is revised to Negative from Stable.

A complete list of rating actions is detailed at the end of this
release. Approximately $13.9 billion of debt and deposits is
affected by these actions.

The downgrade reflects weaker capitalization and liquidity
relative to peer, higher credit exposure to the consumer and
heavier reliance on the capital markets, given the sizeable credit
card portfolio.  While Fitch believes balance sheet contraction
will generate capital in 2009, it will be partially offset by a
challenging earnings environment.  FNNI has traditionally operated
with less of a regulatory capital cushion, but Fitch believes that
cushion may need to increase going forward given the impact of
unprecedented market conditions.  Furthermore, regulatory capital
ratios would be hurt by the potential amendment of SFAS 140 (or
more specifically FIN46) in early 2010, which would move all off-
balance sheet assets back on-balance sheet.  Fitch will continue
to assess the impact of bringing those assets on-balance sheet as
legislative discussions continue and implementation nears.

The bank is heavily reliant on conduit and term securitization
vehicles for the funding of its credit card portfolio, which have
a significant amount of 2009 maturities.  Fitch believes the
company will take advantage of the Term Asset-Backed Securities
Loan Facility in order to refinance maturing obligations, but
should scheduled issuances be delayed, FNNI may need to seek
facility extensions.

The notching of the parent company below the bank reflects limited
liquidity and relatively high double leverage.  As of Dec. 31,
2008, the parent company had $1.9 million in cash and securities
versus $31.5 million in dividends paid during 2008 and $175
million of outstanding borrowings maturing in 2009.  According to
Fitch's calculations, double leverage amounted to 126% at year-end
2008, which reflects the injection of parent debt into
subsidiaries.  As a result, the parent is highly reliant on
dividend capacity from subsidiary banks to service debt
obligations and shareholder dividend payments and Fitch believes
stricter regulatory oversight across the financial institution
space may prevent the up-streaming of dividends until consistent
signs of profitability emerge.  This funding profile is consistent
with non-investment grade ratings.  FNNI suspended its dividend
after the payment of $8 million in early 2009, which Fitch views
as a positive step in preserving capital and liquidity.

The Negative Outlook reflects the expectation for weakened
profitability in 2009 as trends in the unemployment rate signal
material deterioration in the credit card portfolio over the
balance of the year; although Fitch believes provisioning levels
will increase in both the bankcard and non-bankcard portfolios in
response to the economic environment.  The recognition of material
operating losses, failure to refinance maturing credit card
funding vehicles, and/or deterioration in capital and liquidity
ratios could drive negative rating action.  Conversely, rating
stability will be driven by higher capital levels, improving asset
quality trends, enhanced holding company liquidity, and consistent
earnings performance.

Fitch has downgraded and revised the Outlook to Negative from
Stable on these ratings:

First National of Nebraska, Inc.

  -- Long-term IDR to 'BB+' from 'BBB';
  -- Short-term IDR to 'B' from 'F3', and
  -- Individual to 'C/D' from 'C'.

First National Bank of Omaha

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Long-term deposits to 'BBB' from 'BBB+'; and
  -- Short-term deposits to 'F3' from 'F2'.

First National Bank (Fort Collins)

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Long-term deposits to 'BBB' from 'BBB+'; and
  -- Short-term deposits to 'F3' from 'F2'.

First National Bank (North Platte)

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2';
  -- Long-term deposits to 'BBB' from 'BBB+'; and
  -- Short-term deposits to 'F3' from 'F2'.

Fitch has affirmed and revised the Outlook to Negative from Stable
on these ratings:

First National of Nebraska, Inc.,

  -- Support at '5'; and
  -- Support floor at 'NF'.

First National Bank of Omaha,
First National Bank (Fort Collins), and
First National Bank (North Platte)

  -- Individual at 'C';
  -- Support at '5'; and
  -- Support floor at 'NF'.


FITNESS HOLDINGS: Can Conduct Closing Sales at 41 Add'l Stores
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Fitness Holdings International, Inc. permission to
immediately conduct store closing sales at 41 additional
unprofitable locations.

The merchandise sold at the store closing sales will be free and
clear of all liens, encumbrances, and other interests, with such
interests attaching to the net sale proceeds.

As reported in the Troubled Company Reporter on March 6, 2009, the
Debtor said that it anticipates to complete the store closing
sales by May 31, 2009.

                      About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc., is
a retailer of fitness equipment for home use.  As of the petition
date, it operated 111 retail stores.

The Company filed for Chapter 11 protection on October 20, 2008
(Bankr. C.D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the Company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The Company listed assets of $10 million to
$50 million, and the same range of debts.


FITNESS HOLDINGS: Disclosure Statement Hearing Continued to May 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued to May 19, 2009, at 10:00 a.m. the hearing with respect
to the approval of a disclosure statement in Fitness Holdings
International, Inc.'s bankruptcy case.

Pursuant to an order entered on November 18, 2008, the U.S.
Bankruptcy Court for the Central District of California ordered
the Debtor to file a Chapter 11 plan and a disclosure statement by
March 2, 2009, and set a hearing for approval of a disclosure
statement for March 17, 2009.

In papers filed with the Court, the Debtor said that it believed
it would be in a better position to determine whether a plan or
disclosure statement should be filed in the next 60 days and
requested the Court to continue the hearing with respect to
approval of a disclosure statement, for a period of approximately
60 days.

                      About Fitness Holdings

Long Beach, California-based Fitness Holdings International, Inc.,
is a retailer of fitness equipment for home use.  As of the
petition date, it operated 111 retail stores.

The Company filed for Chapter 11 protection on October 20, 2008
(Bankr. C.D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the Company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The Company listed assets of $10 million to
$50 million, and the same range of debts.


FLINTKOTE COMPANY: Wants Plan Filing Period Extended to August 31
-----------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive right to file a Chapter 11 plan of reorganization
through and including August 31, 2009, and their exclusive period
to solicit acceptances of that plan through and including
October 31, 2009.

The Debtors tell the Court that the Asbestos Claimants Committee
and the Future Claimants Representative support the requested
extensions.

If the motion is granted, it will be the 15th extension of the
Debtors' exclusive periods.  As last extended, the Debtor's
exclusive period to file a plan expired on April 30, 2009.

The Debtors relate that the requested extension will permit the
Debtors, the Asbestos Claimants Committee and the Future Claimants
Representative to modify certain Plan documents to resolve
concerns of certain Class 7 Asbestos Personal Injury claimants and
thereafter secure the acceptance of the Plan.

On September 2, 2008, the Court approved the disclosure statement
explaining the Debtors' amended joint plan of reorganization.
Pursuant to the Court's order dated September 24, 2008, governing
discovery with respect to confirmation of the plan, the Court
established certain deadlines for the filing of objections and
responses related to the confirmation of the Debtors' plan as well
as certain procedures and deadlines related to discovery requests.
The Court scheduled the confirmation hearing for the Debtors' plan
for September 14 to 17, 2009.

The Debtors' plan proposes establishing a section 524(g) trust to
address Asbestos Personal Injury Claims against Flintkote Company.
The Plan also provides that the same trust will serve as a
liquidating trust for Flintkote Mines, to which Flintkote Mines
will contribute its assets under the Plan and from which Asbestos
Claims against Flintkote Mines will be satisfied in accordance
with the terms of the Plan as confirmed.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of Aug. 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

When Flintkote Company filed for protection from its creditors, it
listed assets of more than $100 million, and debts of more than
$100 million.  When Flintkote Mines Limited filed for protection
from its creditors, it listed assets of $1 million to $50 million,
and debts of more than $100 million.


FLOWSERVE CORPORATION: Moody's Lifts Corp. Family Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Flowserve Corporation's
Corporate Family rating to Ba2 from Ba3 and Probability of Default
rating to Ba3 from B1.  At the same time, Flowserve's senior
secured facility rating was raised to Ba1 from Ba2.  The rating
action is influenced by Flowserve's demonstrated progress at
settling a number of its outstanding legal and regulatory issues
with an absence of recent adverse developments.  The company's
efforts in this regard have provided Moody's with increased
confidence in its ability to successfully remediate its prior
weaknesses and supports the higher rating.  Operationally, the
rating upgrade follows several years of robust performance which
has contributed to provide the company with a strong balance sheet
and solid liquidity position.  Moody's expects these measures of
strength to be sufficient to absorb an expected deterioration in
its results through much of the ratings horizon driven by
challenging end market conditions.  These challenges were evident
by the softness in new order bookings during Q1/09 however results
in this quarter were generally favorable.  Moreover, the company's
backlog remains near record levels which should mitigate pressure
on its results through the near term while a good level of
aftermarket service revenues coupled with its established market
position and generally favorable business profile should help
contain downward pressure to Flowserve's results over the longer
term.

The outlook is stable, which considers Moody's expectations that
the company possesses adequate flexibility within its Ba2 rating
to absorb an expected deterioration in its results through the 12
-- 18 month rating horizon.

Upgrades:

Issuer: Flowserve Corporation

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD2,
     17%) from Ba2 (LGD2, 19%)

Outlook Actions:

Issuer: Flowserve Corporation

  -- Outlook, Changed to Stable From Positive

Moody's most recent rating action was on April 11, 2008, at which
time Moody's changed Flowserve's outlook to Positive from Stable
and affirmed its Ba3 Corporate family rating.

Headquartered in Irving, Texas, Flowserve Corporation is a leading
provider of pumps, valves and mechanical seals as well as related
services to various end markets globally.  Revenue for 2008
totaled roughly $4.5 billion.


FLYING J: Chapter 11 Plan Filing Period Extended Until June 24
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Flying J, Inc. and its affiliated debtors' exclusive
periods to propose a plan and solicit acceptances of that plan to
June 24, 2009, and August 21, 2009, respectively.

In papers filed with the Court, the Debtors relate that the
extension of the exclusive periods is necessary to maintain
flexibility in case a plan is not confirmed as scheduled and to
allow the confirmation process to continue unhindered by competing
plans.  The Debtors add that the extension is not intended to
pressure creditors, and in fact, the official committee of
unsecured creditors supports the Debtors' exclusivity extension.

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com/-- operates an oil company with operations
in the field of exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead
Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP represent
the Debtors as counsel.  Young, Conaway, Stargatt & Taylor
LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: Can Obtain Up to $7.5 Million in Interim DIP Loans
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Flying J, Inc., Longhorn Partners Pipeline, L.P., and Longhorn
Pipeline Holdings, LLC, and affiliated debtors, on an interim
basis, authority to incur post-petition secured indebtedness of
$7,500,000 from Pipeline Investors Capital, LLC, to fund operating
expenses of LPP and LPH in accordance with a
4-week budget.

As collateral, the DIP Lender is granted first priority post-
petition security interest in all presently orwned and hereafter
acquired assets of LPP and LPH, and their espective estates, but
excluding any Merrill Lynch pre-petition collateral.

A copy of the budget is available at:

      http://bankrupt.com/misc/FlyingJ.InterimDIPBudget.pdf

A hearing on the Debtors' motion for the entry of a final order
for authorization to obtain up to $20,000,000 from the DIP Lender
will be held on May 1, 2009, at 1:00 p.m.

On April 14, 2009, the Debtors asked the Bankruptcy Court for
entry of an interim and final order authorizing Longhorn Pipeline
Partners and Longhorn Pipeline Holdings, LLC to obtain up to
$20,000,000 of postpetition loans from Pipeline Investors Capital.

The significant terms of the proposed DIP Credit Agreement are:

   Facility Size:  $20 Million

   Borrower     :  Longhorn Pipeline Partners, L.P.

   Guarantor    :  Longhorn Pipeline Holdings LLC

   Lenders      :  Pipeline Investors Capital, LLC, or another
                   single funding vehicle controlled by
                   investors in Longhorn Pipeline Investors, LLC

   Structure    :  Senior Secured Multiple Draw Term Loan Facility

   Interest Rate: 11% p.a. payable at maturity.  Default rate of
                  14%

   Facility Fee : 2% of all amounts actually funder under the DIP
                  Facility, payable on the date of the applicable
                  funding.

   Exit Fee     : 1% of the total amount advanced under the DIP
                  Facility

   Collateral   : All assets, properties and rights of LPP, LPH,
                  their respecting subsidiaries and their
                  bankruptcy estates, including all assets
                  currently subject to the lien of Longhorn
                  Pipeline Investors, LLC

   Maturity     : The earlier of: (i) consummation of a sale of
                  the Longhorn Pipeline; or (ii) August 1, 2009

The facility is also subject to customary Affirmative and Negative
Covenants and Events of Default.

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operates an oil company with operations
in the field of exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on December 22, 2008 (Bankr. D. Del.
Lead Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP
represent the Debtors as counsel.  Young, Conaway, Stargatt &
Taylor LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FOOTHILLS RESOURCES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Foothills Resources, Inc., 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
     --------------             ------------     -----------
  Foothills Resources, Inc.     $100,478,618     $78,687,260
  Foothills Texas, Inc.          $61,213,382     $39,455,620
  Foothills California, Inc.     $25,481,878     $23,111,684
  Foothills Oklahoma, Inc.          $570,467        $634,308

Copies of Foothills Resources, Inc., et al.'s SALs are available
at:

  http://bankrupt.com/misc/FoothillsResources.SAL.pdf
  http://bankrupt.com/misc/FoothillsTexas.SAL.pdf
  http://bankrupt.com/misc/FoothillsCalifornia.SAL.pdf
  http://bankrupt.com/misc/FoothillsOklahoma.SAL.pdf

                    About Foothills Resources

Foothills Resources, Inc., is an oil and gas exploration company
engaged in the acquisition, exploration and development of oil and
natural gas properties.  The company's operations are primarily
through its wholly owned subsidiaries, Foothills California, Inc.,
Foothills Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources, Inc., and its wholly
owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary
petitions for reorganization relief under Chapter 11 (Bankr. D.
Del. Lead Case No. 09-10452).  Judge Christopher S. Sontchi
handles the Chapter 11 cases.  Akin Gump Strauss Hauer & Feld LLP
is the Debtors' lead bankruptcy counsel.  Norman L. Pernick, Esq.,
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, represent the Debtors as Delaware counsel.  The Garden
City Group, Inc. is the claims agent for the Debtors.  In its
bankruptcy petition, Foothills listed assets and debts of between
$50 million and $100 million each.


FOOTHILLS RESOURCES: Wants DIP Facility Extended to August 29
-------------------------------------------------------------
Foothills Resources, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authority to enter into an
amendment on their existing DIP Facility with Regiment Capital
Special Situations Fund III. L.P., extending the maturity date
thereof from May 19, 2009, until August 19, 2009.

The Debtors also ask the Court to authorize the continued use of
cash collateral in accordance with a budget.

As reported in the Troubled Company Reporter on March 5, 2009,
Foothills Resources Inc. won final approval from the Bankruptcy
Court to borrow $2.5 million from Regiment Capital, Bloomberg's
Bill Rochelle said.

On February 23, 2009, Foothills Resources, Inc., entered into the
DIP Credit Agreement with Regiment Capital, as Agent and DIP
Lender, and Foothills' wholly-owned subsidiaries, Foothills
California, Inc., Foothills Oklahoma, Inc., and Foothills Texas,
Inc., as guarantors, subject to final approval by the Bankruptcy
Court.

The DIP Credit Agreement provides for term loans of up to an
aggregate of $2.5 million.  The proceeds of the Loans will be used
for working capital purposes, including the payment of fees,
costs, and expenses incurred in connection with the DIP Credit
Agreement and for expenditures consistent with a budget agreed
upon by the Company and the Lenders pursuant to the DIP Credit
Agreement.  Interest will accrue under the DIP Credit Agreement at
12% per annum, provided however, following an event of default
under the DIP Credit Agreement, interest will accrue at an annual
rate equal to 2% above the annual rate otherwise applicable.  The
Loans will mature on the earliest of:

   (a) March 16, 2009, if the final order of the Bankruptcy Court
       has not been entered on or prior to such date,

   (b) May 19, 2009, if the final order of the Bankruptcy Court
       has been entered on or prior to March 16, 2009,

   (c) the date of substantial consummation of a plan or
       reorganization in the Chapter 11 Cases that has been
       confirmed by an order of the Bankruptcy Court,

   (d) the date of a sale of substantially all of the assets of
       the Company, and

   (e) such earlier date on which all Loans and other obligations
       for the payment of money will become due and payable in
       accordance with the terms of the DIP Credit Agreement.

The obligations under the DIP Credit Agreement are secured,
subject to certain limited exceptions, by substantially all of the
assets of the Company and the Subsidiaries, including a super-
priority administrative expense claim pursuant to Bankruptcy Code
Section 364(c)(1).

A full-text copy of the DIP Credit Agreement is available for free
at http://researcharchives.com/t/s?39fd

                    About Foothills Resources

Foothills Resources, Inc., is an oil and gas exploration company
engaged in the acquisition, exploration and development of oil and
natural gas properties.  The company's operations are primarily
through its wholly owned subsidiaries, Foothills California, Inc.,
Foothills Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources, Inc., and its wholly
owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary
petitions for reorganization relief under Chapter 11 (Bankr. D.
Del. Lead Case No. 09-10452).  Judge Christopher S. Sontchi
handles the Chapter 11 cases.  Akin Gump Strauss Hauer & Feld LLP
is the Debtors' lead bankruptcy counsel.  Norman L. Pernick, Esq.,
and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, represent the Debtors as Delaware counsel.  The Garden
City Group, Inc., is the claims agent for the Debtors.  In its
bankruptcy petition, Foothills listed assets and debts of between
$50 million and $100 million each.


FORD MOTOR: Hopes for Quick Bankruptcy for Chrysler
---------------------------------------------------
Chrysler LLC's Chapter 11 filing is an important development
during this unprecedented period for the auto industry and the
global economy, Ford Motor Company said in a statement.

"Our teams are monitoring the situation and have been working hard
for months to ensure that the external environment and industry
restructuring do not slow progress on our Ford transformation
plan, which remains solid and unchanged."

"Importantly, we share President Obama's hope that Chrysler's
bankruptcy will be controlled and quick, while we continue
planning for all contingencies as a prudent business measure.
Our industry is highly interdependent, and the health of the
supply base and dealer network is critical for all automakers.
Ford appreciates that the U.S. Automotive Task Force is focused
on the stability of the supply chain and is committed to ensuring
that a healthy U.S. auto industry emerges from this difficult
economic period."

"At this time, we do not expect any disruptions to our operations
as a result of today's news."

"All of us at Ford remain absolutely committed to continuing to
make progress on our transformation plan.  Our greatest
opportunity is to create ONE Ford, leveraging our global assets
and delivering more high-quality, fuel efficient vehicles that
customers want and value."

Meanwhile, General Motors said in an April 30 statement, "We are
deeply appreciative for President Obama's strong commitment and
support of the American auto industry and its employees.

GM said "Like him, we firmly believe that the best days of
America's auto manufacturers -- including Chrysler -- lay ahead.
GM remains focused on accelerating the speed of its operational
restructuring and reducing the liabilities and debt on its balance
sheet.  We look forward to working with the President's Auto Task
force to do so and are committed to transparent reporting of our
restructuring every step of the way."

                        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.

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 U.S. Government told Chrysler March 31, 2009, it would provide
up to $6 billion in financing if (i) Chrysler and Fiat SpA could
complete a deal by the end of April -- on top of the $4 billion
Chrysler has already received -- and (ii) Chrysler would obtain
concessions from constituents to establish a viable out-of-court
plan.

On April 30, Chrysler LLC and 24 affiliates sought Chapter 11
protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case
No. 09-50002).  U.S. President Barack Obama said that Chrysler had
to file for bankruptcy after the automaker's smaller lenders,
including hedge funds that he didn't name -- "a small group of
speculators" -- refused to make the concessions agreed to by the
Company's major debt holders and workers.

In connection with the bankruptcy filing, Chrysler has reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.

Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal
LLP, as conflicts counsel; Capstone Advisory Group LLC, and
Greenhill & Co. LLC, for financial advisory services; and Epiq
Bankruptcy Solutions LLC, as its claims agent.

Chrysler's says that as of Dec. 31, 2008, it had $39,336,000,000
in assets and $55,233,000,000 in debts.  Chrysler had $1.9 billion
in cash at that time.

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


FORT DEARBORN: S&P Raises Long-Term Corporate Credit Rating to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term corporate credit rating on Elk Grove Village, Illinois-based
Fort Dearborn Co. to 'B' from 'B-'.  The outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on Fort Dearborn's $175 million senior secured facilities to 'B+'
(one notch above the corporate credit rating) from 'B'.  The
recovery rating remains unchanged at '2', indicating S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.

"The upgrade follows stronger-than-expected operating results as
trends toward dining at home are supporting demand for labeled
products such as canned goods during a recessionary environment,"
said Standard & Poor's credit analyst Ket Gondha.  "Steady pricing
and manufacturing efficiencies have also helped offset volume
softness in other products including paints and coatings, enabling
the company to generate free cash flow sufficient to significantly
deleverage and improve credit metrics."

The ratings on Fort Dearborn Co. reflect the company's vulnerable
business risk profile, incorporating its relatively narrow scope
of operations in the highly fragmented labels segment of the
packaging industry; meaningful customer concentration; and a
highly leveraged financial profile.  A leading market position in
the cut-and-stack segment of the label market and longstanding
relationships with key customers partially offset company risks.

The outlook on Fort Dearborn is stable.  Eat-at-home trends and
operational improvements are expected to offset any weakness in
sales over the year.  Given the company's debt burden and limited
scope of operations, preservation of sufficient liquidity under
the revolving credit facility is critical for the rating.
Although Fort Dearborn's customer concentration and acquisition-
driven growth strategy limit near-term upside ratings potential,
S&P could raise the rating or revise the outlook to positive if
operating results continue to improve and the company adheres to
financial policies that support credit quality.  S&P could also
revise the outlook to negative or lower the ratings if a major
debt-financed acquisition or unexpected business challenges
stretch the financial profile such that debt to EBITDA
deteriorates toward the 5x level.


FRANK EDWARD OSTRAND: Case Summary & 8 Largest Unsec. Creditors
---------------------------------------------------------------
Joint Debtors: Frank Edward Van Ostrand
                 aka Frank Van Ostrand
                 aka Frank E. Van Ostrand
               Mary Ellen Van Ostrand
                 aka Mary E. Van Ostrand
                 aka Mebby Van Ostrand
               10606 Salisbury Dr
               Bakersfield, CA 93311

Bankruptcy Case No.: 09-13830

Chapter 11 Petition Date: April 29, 2009

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

Judge: Whitney Rimel

Debtors' Counsel: T. Scott Belden, Esq.
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309
                  Tel: (661) 395-1000

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

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

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

      http://bankrupt.com/misc/caeb09-13830.pdf

The petition was signed by the Joint Debtors.


GENERAL MOTORS: Canada's Sales in April Drop 23.6% from '08 Level
-----------------------------------------------------------------
For April 2009, General Motors of Canada dealers delivered 29,800
units maintaining its monthly and yearly sales leadership position
and posting an impressive 16% improvement over March sales.

"As we continue to transform our business into a stronger, leaner
and more viable automaker, customers should feel confident that
it's a great time to buy a new GM vehicle," said Marc Comeau GM of
Canada's vice-president of sales, service and marketing.

Mr. Comeau added, "Our dealers continue to offer a broad range of
high-quality, fuel-efficient cars, trucks and crossovers at
tremendous value for customers including our newly launched 2010
Chevrolet Camaro, and outstanding vehicles such as the award
winning Chevrolet Malibu and Cadillac CTS. This summer, we are
looking forward to the arrival of the all new 2010 Buick Allure
and Canadian built Chevrolet Equinox which have the best fuel
economy in their segments.

GM Canada continues to offer Canada's Total Confidence Package
launched in early March which has been well received and is
driving showroom traffic. The program includes three years no
charge maintenance, two years XM satellite radio and OnStar, all
backed by the best coverage in Canada.

As well, the Federal Government's announcement of the Canadian
Warranty Commitment Program is providing consumers with renewed
confidence on newly purchased GMCL vehicles.

Sales Highlights:

  - The all new Chevrolet Traverse Crossover continues a positive
    sales trend and was recently named a Consumer's Digest Best
    Buy, boasting the best highway fuel consumption of any 8
    passenger CUV/SUV.

  - GM posted another outstanding month for vans in April, with
    total sales up 99% vs. April 2008.

  - Sales of the Chevrolet Silverado and GMC Sierra large pickups
    were up 4.7% versus last April - making this GM's strongest
    pickup sales month since August 2008. With segment leading 4x4
    fuel economy and exclusive technology like standard OnStar,
    Canadians continue to see great value in our trucks.

GENERAL MOTORS OF CANADA SALES

MONTH OF APRIL 2009
                            2009     2008     % CHG
TOTAL CARS                10,283   20,542     -49.9%
TOTAL TRUCKS              19,517   18,442      +5.8%
COMBINED VEHICLES         29,800   38,984     -23.6%

CALENDAR YEAR-TO-DATE: April 30th, 2009

                            2009     2008     % CHG
TOTAL CARS                28,757   60,022     -52.1%
TOTAL TRUCKS              51,680   62,079     -16.8%
COMBINED VEHICLES         80,437  122,141     -34.1%

General Motors of Canada (GMCL) is engineering and manufacturing
advanced environmental technologies ranging from Active Fuel
Management (cylinder deactivation) and hybrid systems to E85
biofuel and fuel cell vehicles - more than any other auto company
in Canada.  Headquartered in Oshawa Ontario, GMCL employs 12,000
people nationwide.  GM of Canada manufactures vehicles, vehicle
powertrains, and markets the full range of General Motors vehicles
and related services through approximately 700 dealerships and
retailers across Canada.  Vehicles sold through this network
include Chevrolet, Buick, Pontiac, GMC, Saturn, Hummer, Saab and
Cadillac.


GENERAL MOTORS: "Main Street" Bondholders Back Ad Hoc Group's Plan
------------------------------------------------------------------
GM "Main Street" bondholders agree that the GM Ad Hoc Bondholder
Committee's counteroffer to the Administration's plan is the best
solution for all stakeholders. The counteroffer follows the launch
of the GM "Main Street" Bondholders Coalition, a project of The 60
Plus Association, that brought hundreds of small bondholders
together this week in Warren, Michigan with the city's Mayor, Jim
Fouts.

The counteroffer proposed that bondholders retain 58 percent of
GM's ownership and the union-backed Voluntary Employee Beneficiary
Association (VEBA) would retain 41 percent ownership--a higher
stake for the union than what the Obama Administration's Auto Task
Force proposed on April 27.

"[The] counteroffer is a fair and respectable deal which can save
GM from bankruptcy. It's a win-win for all, including taxpayers,"
said small bondholder Chris Crowe, an electrician and home
inspector from Denver, CO. "This week's cry in Warren, MI, was
heard. Now we have to wait and see if it was loud enough for the
Administration to hear. We simply want a fair deal, one that will
allow me to pay my son's college tuition as planned with the money
I have invested in GM bonds."

Unlike large investment companies, small bondholders are average
citizens who were concerned that GM's bankruptcy would wipe them
out. Accounting for nearly a quarter of GM bondholders, these
investors rely on their bonds for retirement savings, medical
expenses, and other necessities.

"Yesterday's counteroffer is promising. It saves GM from
bankruptcy and restores GM bondholders' rightful stake in this
important company," small bondholder Dennis Buchholtz, retired dye
making trade worker from Warren, MI, said. "A significant portion
of my retirement savings is held in GM bonds and I don't want to
see the company collapse. Small bondholders need a seat at the
negotiating table to support this proposal."

"Small investors are financing their retirements, school payments
for their children, and medical expenses with bonds purchased from
the icon of corporate America, GM," 60 Plus Vice President Amy
Noone Frederick said. "We urge The Administration to hear the
voices of the thousands of GM "Main Street" bondholders that have
been ignored. The first offer by the government ignored retirees
and soon to be seniors while this counteroffer is much more
equitable and fair - it protects senior's life savings, our
beloved GM and taxpayer dollars."

60 Plus, an advocacy group for senior citizens which has more than
5.5 million supporters nationally and has received hundreds of
emails from individuals worried about a potential GM bankruptcy
and its impact on their retirement savings. The organization
represents small bondholders as an unheard voice that should be
taken into consideration at the bargaining table. This
counteroffer to "Main Street" bondholders is fair for our
membership and supporters.

For more on the GM "Main Street" Bondholders Coalition, visit
http://60plus.org/news.asp?docID=514.

                    About General Motors Corp.

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

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

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

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

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

                       Going Concern Doubt

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

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

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


GENERAL MOTORS: Chrysler's Ch 11 Filing May Affect Co.'s Debt Deal
------------------------------------------------------------------
Thestreet.com reports that Chrysler LLC's filing for Chapter 11
bankruptcy protection might affect General Motors Corp.'s debt
deal, but the Ad Hoc Committee of GM bondholders said that the
cases have little in common.

Thestreet.com relates that President Barack Obama seemed likely to
increase pressure on GM bondholders who refuse to go along with
the deal that GM is proposing.

As reported by the Troubled Company Reporter on April 28, 2009, GM
was commencing public exchange offers for $27 billion of its
unsecured public notes.  GM offered to exchange 225 shares of GM
common stock for each 1,000 U.S. dollar equivalent of principal
amount -- or accreted value as of the settlement date, if
applicable -- of outstanding notes of each series, and was
offering to pay in cash accrued interest on the GM notes from the
most recent interest payment date to the settlement date.

According to Thestreet.com, President Obama said that Chrysler's
bankruptcy filing was necessary because a small group of investors
and hedge funds refused to accept a deal to save the Company.  The
small group was "hoping that everybody else would make sacrifices
and they would have to make none.  Some demanded twice the returns
that other investors were getting.  I don't stand with them," the
report quoted President Obama as saying.  The report says that
President Obama's statement seemed likely to increase pressure on
GM bondholders who have been unwilling to accept the deal that the
troubled automaker is proposing.

Citing the Ad Hoc Committee of GM bondholders spokesperson Nevin
Reilly, Thestreet.com reports that the company's case has little
in common with that of Chrysler and the committee "views these as
two entirely separate cases.  Chrysler has a unique set of
circumstances."

The ad hoc committee said in a statement that it supports a plan
to allocate GM equity on a pro rata basis to the retiree health
care trust fund and to bondholders.

Chrysler CEO Bob Nardelli said that he would be leaving the
Company when it emerges and completes its alliance with Fiat and
that he will return to Cerberus Capital Management LP as an
advisor, according to Thestreet.com.

GMAC, says Thestreet.com, will become the preferred lender for
Chrysler dealer and consumer business.  Chrysler, according to the
report, said that it will shut down its manufacturing operations
on May 4 for the length of the bankruptcy.  Thestreet.com states
that when Chrysler emerges from Chapter 11 bankruptcy, its
majority owner will be the VEBA, which would own 55% of the new
company.

                GM to Close 1,000 Dealerships

Kevin Ryden at Olney Daily Mail reports that GM decided to close
1,000 to 1,200 underperforming dealerships as part of its
restructuring plans, leaving the future of Eagleson's GM Center
uncertain until at least sometime next month.  The report quoted
Eagleson's GM co-owner Tom Eagleson as saying, "I have no idea.
We'd like to think we're going to be around."  The dealership is
not underperforming and it can set its own performance standards,
the report states, citing Mr. Eagleson.

According to the report, GM would inform dealers before the middle
of May whether they will be forced to close.  By 2010 GM will cut
more than 2,600 dealers, says Daily Mail.  GM, according to The
Associated Press, expects to lose 500 Hummer and Saturn dealers
when those brands are discontinued or sold, and it expects 400
dealers to close voluntarily.  Daily Mail relates that GM said it
would consolidate 500 dealers into other dealerships.

                Bankruptcy to Affect Lithia Motors

Portland Business Journal relates that Chrysler's bankruptcy will
affect Lithia Motors Inc., the Medford-based chain of auto dealers
that depends heavily on the Chrysler brand.  Lithia Motors
chairperson and CEO Sid DeBoer had anticipated Chrysler's
bankruptcy, Business Journal states.  Mr. DeBoer, according to the
report, told analysts that Lithia Motors restructured itself to
alleviate the impact of a bankruptcy by either Chrysler or GM.

Business Journal reports that Chrysler sales account for 34% of
Lithia Motors' new car sales, down from 40% last year.  According
to the report, Lithia Motors said that it is continuing to
diversify its mix of brands to avoid relying on any one name.

                     About General Motors Corp.

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.


GENESCO INC: S&P Changes Outlook to Stable; Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Nashville-based Genesco Inc. to stable from negative.  At the same
time, S&P affirmed all other ratings on the company, including the
'B+' corporate credit rating.

"The outlook revision to stable reflects the company's ability to
drive margins higher in the difficult retail environment," said
Standard & Poor's credit analyst David Kuntz, "coupled with the
recent announcement that it will convert $56.4 million of debt
into common stock."  Pro forma for the transaction, S&P estimate
that debt to EBITDA would be 4.5x and interest coverage would be
about 2.6x as of Jan. 31, 2009.


GRACEWAY PHARMACEUTICALS: Moody's Affirms 'B2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Graceway
Pharmaceuticals, LLC to negative from stable.  At the same time,
Moody's affirmed Graceway's B2 Corporate Family Rating and B2
Probability of Default Rating.

The revision in Graceway's rating outlook primarily reflects
increasing reliance on life cycle management plans for Aldara as
patent expirations approach and as other products in Graceway's
portfolio have declined.  In addition, substantial product
acquisitions have not materialized.  With approximately 80%
Graceway's 2008 sales attributable to Aldara, execution of life
cycle management plans is critical.  Aldara is protected by
patents that expire in February 2010 and February 2011.

Inability to make significant progress on Aldara life cycle
management during 2009 could result in a ratings downgrade.  Under
a scenario in which Graceway faces sudden Aldara erosion due to
generics, Graceway's ratings could face a multi-notch downgrade.
Conversely, Graceway's rating outlook could return to stable if
the company launches a new formulation for Aldara and successfully
converts existing patients to the new product.

Graceway's B2 Corporate Family Rating continues to reflect limited
size and scale, significant product concentration risk, and
relatively high financial leverage.  These risks are offset by
good Aldara sales performance in 2008, positive free cash flow,
steady reduction of debt, and good cushion under financial
covenants.

Ratings affirmed:

  -- B2 Corporate Family Rating

  -- B2 Probability of Default Rating

  -- Ba3 (LGD2, 27%) first lien senior secured term loan due 2012

  -- Ba3 (LGD2, 27%) first lien senior secured revolving credit
     facility due 2012

  -- Caa1 (LGD5, 78%) second lien senior secured credit facility
     due 2013

Moody's last rating action on Graceway took place on March 27,
2007 when Moody's downgraded Graceway's ratings, including a
downgrade of the Corporate Family Rating to B2 from B1.

Headquartered in Bristol, Tennessee, Graceway Holdings, LLC and
Graceway Pharmaceuticals, LLC is a specialty pharmaceutical
company focused on the dermatology, respiratory, and women's
health markets.


GRAHAM PACKAGING: Fitch Affirms Issuer Default Rating at 'B-'
-------------------------------------------------------------
Fitch Ratings has affirmed Graham Packaging Company, L.P.'s
ratings:

Graham Packaging Company, L.P. and subsidiary GPC Capital Corp. I:

  -- Issuer Default Rating at 'B-';
  -- Senior secured revolving credit facility at 'B/RR3'.

Fitch also has downgraded these ratings:

  -- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6';
  -- Senior subordinated notes to 'CC/RR6' from'CCC/RR6'.

The Rating Outlook is Stable. Approximately $2.5 billion of debt
is covered by the ratings.

The affirmation of Graham's ratings reflects the company's
strengthened credit metrics, leading market shares across its
product categories, long-term customer relationships, on-site
customer integration with many customers and proprietary
technology investments.  Rating concerns include volume pressure
across the majority of its product categories in North America,
impacts from a prolonged economic downturn and customer
concentration.  Longer-term concerns include the future
refinancing options for the term loan in 2011.

For 2009, Fitch believes revenue will be pressured due to
decreased volumes from the challenging economic environment and
lower selling prices stemming from lower year-over-year resin
costs which are passed through to customers.  Given the expected
moderate volume declines in 2009, Fitch believes the company has
considerable latitude to aggressively control expenses, increase
productivity and minimize capital spending to maintain EBITDA
relatively stable.  Consequently, Fitch expects margins to
increase in 2009 with leverage showing modest improvement.
However, if the recession becomes prolonged, the risk increases of
competitors taking aggressive pricing actions to increase volume,
which would pressure margins and cash flow.  Free cash flow for
the last 12 months was approximately $62 million.

In January 2009, Graham amended its acquisition agreement with
Hicks Acquisition Company I, Inc. that specifies HACI or
Blackstone Capital Partners will each have the right to terminate
the purchase agreement.  As a result, Fitch does not believe a
transaction is likely given the uncertainty existing in the
capital markets.  The agreement has a deadline of September 2009
to complete a transaction.

Graham's liquidity is sufficient with $282 million at year-end,
which consisted of $238 million of availability under its $250
million revolving credit facility and $44 million of cash.  Near-
term maturities are relatively modest.  The term loan requires a
$42 million of payment in 2009 with over half of the amount due to
the 50% excess cash flow sweep.  While not a near-term concern,
Graham will need to address the refinancing of its revolver that
matures in October of 2010 at some point over the next 12-15
months.  In addition, the $1.8 billion term loan will mature in
October 2011.  Over the next year as the horizon narrows on the
refinance date for the term loan, if credit markets have not
significantly improved, Fitch would become more concerned with
Graham's refinancing options.  The company remains in compliance
with its credit agreement covenants and has considerable cushion
under the senior secured debt to EBITDA covenant.  Leverage for
the last four quarters was 4.0x compared to the maximum leverage
of 5.5x.

The ratings reflecting the recovery notching (RR6) on the senior
unsecured notes and senior subordinated notes have been adjusted
pursuant to Fitch's revised rating guidelines.


GREENWERX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Greenwerx Groundskeeping, Inc.
        P.O. Box 3281
        North Fort Myers, FL 33918

Bankruptcy Case No.: 09-08969

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Robert L. Vaughn, Esq.
                  Law Office of Robert L. Vaughn PA
                  2080 Collier Avenue
                  Fort Myers, FL 33901
                  Tel: (239) 936-9393
                  Fax: (239) 936-9237
                  Email: robertlvaughnesq@earthlink.net

Total Assets: $241,757

Total Debts: $2,039,853

According to its schedules of assets and liabilities, $420,112 of
the debt is owing to secured creditors, $4,324,881 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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/flmb09-08969.pdf

The petition was signed by Kyle T. Gordon, owner and president of
the Company.


GRIFFIN ACCEPTANCE: Case Summary & 11 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Griffin Acceptance Corporation
        231 South Main Street
        Yazoo City, MS 39194

Bankruptcy Case No.: 09-01513

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
      (Jackson Divisional Office)

Debtor's Counsel: Christopher R. Maddux, Esq.
                  Phelps Dunbar
                  PO Box 23066
                  Jackson, MS 39225-3066
                  Tel: (601) 360-9368
                  Fax: (601) 360-9777
                  Email: madduxc@phelps.com

Total Assets: $1,461,176

Total Debts: $1,648,167

According to its schedules of assets and liabilities, $1,590,820
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

A list of the Company's 11 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/mssb09-01513.pdf

The petition was signed by Floyd W. Griffin, Jr., president of the
Company.


HARLAND CLARKE: S&P Downgrades Issue-Level Rating on Loans to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Harland Clarke Holdings Corp.'s senior secured credit facilities
to '3', indicating S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default, from '2'.
In addition, S&P lowered the issue-level rating on these loans to
'B+' (at the same level as the 'B+' corporate credit rating on the
company) from 'BB-', in accordance with S&P's notching criteria
for a recovery rating of '3'.

"The revised recovery rating is attributable to a more significant
decline in cash flow than that used in S&P's previous analysis and
a reduction in S&P's assumed emergence multiple to 5.0x from 5.5x
due to the challenging operating conditions in the check printing
sector, reflecting secular declines and the adverse effects of the
weak economy," said Standard & Poor's credit analyst Ariel
Silverberg.

The corporate credit rating on Harland Clarke is 'B+' and the
rating outlook is stable.  The 'B+' rating reflects the company's
high debt leverage, and exposure to a secular shift from print
check usage to alternative forms of payment.  These factors are
somewhat mitigated by the company's stable cash flow generation
and increased diversification following the John H. Harland and
Data Management acquisitions.  In addition, the rating
incorporates the credit quality of M&F Worldwide Corp., the parent
of Harland Clarke Holdings, and the expectation that MFW will
continue to maintain an aggressive financial policy.

                           Ratings List

                   Harland Clarke Holdings Corp.

          Corporate Credit Rating         B+/Stable/--

                          Ratings Revised

                   Harland Clarke Holdings Corp.

                                        To             From
                                        --             ----
        Secured                         B+             BB-
          Recovery Rating               3              2


HARMAN INT'L: S&P Puts 'BB+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has placed the ratings
on six North American auto suppliers on CreditWatch with negative
implications following Chrysler LLC's filing for Chapter 11
bankruptcy protection in the United States.  The six auto
suppliers are Harman International Industries Inc., Johnson
Controls Inc., Magna International Inc., Shiloh Industries Inc.,
Stoneridge Inc., and TRW Automotive Inc.

The CreditWatch listings reflect the multiple scenarios -- almost
all of them negative -- that could play out over the next few
months despite the government's efforts to maintain a smooth
postpetition operation of Chrysler and minimize the duration of
the bankruptcy.  S&P expects Chrysler's filing to result in lower
vehicle production in the near term, even compared to what S&P
believes have been very low levels thus far in 2009.  These events
will, in S&P's view, adversely affect the financial risk profiles
of these North American auto suppliers enough, in some cases, to
result in downgrades.

S&P believes the filing was caused by inadequate liquidity because
S&P understand the company was unable to reach agreements with all
key parties and to otherwise satisfy the U.S. Treasury Department
that it has an acceptable viability plan without the use of
bankruptcy.  According to the announcement, Chrysler will not
emerge from bankruptcy as a standalone entity but will form a new
entity in which the government and other constituencies will have
a stake.  S&P expects assets, liabilities, and operations that are
not included in the new entity to be disposed of through the
bankruptcy process over time.

Not included in the CreditWatch placements are several suppliers
with less direct exposure to Chrysler but still significant
business with other automakers in North America.  S&P believes
potential systemic risks could arise because of the
interconnectedness of the North American supply base.  For
example, in S&P's opinion, a number of smaller, Tier II suppliers
could fail because of the Chrysler bankruptcy filing or the
extended assembly plant shutdowns being planned by GM for the next
several months, even if GM avoids a bankruptcy filing.  This could
pose a problem for suppliers that purchase parts from these
smaller suppliers, or even indirectly force automakers to
temporarily idle some plants.

Accordingly, S&P could place these companies on CreditWatch with
negative implications if GM were to file for bankruptcy or if S&P
began to see signs of widespread production stoppages caused by
these systemic risks:

  -- BorgWarner Inc.,
  -- Federal-Mogul Corp.,
  -- Tenneco Inc., and
  -- Dana Holding Corp.

In addition, S&P is not placing on CreditWatch any suppliers that
have corporate credit ratings in the 'CCC' category because S&P
believes the ratings on these companies already reflect a
significant risk of default because of weak industry conditions or
company-specific factors.

  -- MetoKote Corp.                               CCC+/Developing
  -- Lear Corp.                                   CCC+/Negative/--
  -- Hayes Lemmerz International Inc.             CCC+/Negative/--
  -- ArvinMeritor Inc.                            CCC+/Negative/--
  -- American Axle & Manufacturing Holdings Inc.  CCC+/Negative/--
  -- Mark IV Industries Inc.                      CCC+/Negative/--
  -- Visteon Corp.                                CCC/Negative/--
  -- Metaldyne Corp.                              CCC-/
                                                  Developing/--

S&P expects to resolve the CreditWatch listings within the next 90
days.  S&P's reviews will include the treatment of the suppliers
in Chrysler's bankruptcy proceeding; prospective assessments of
each suppliers' liquidity, including their ability to remain in
compliance with financial covenants; and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for some less-affected suppliers more quickly than for
others.

                           Ratings List

     Ratings Placed On CreditWatch With Negative Implications

                             To                  From
                             --                  ----
Harman International        BB+/Watch Neg/--    BB+/Negative/--
Industries Inc.
Johnson Controls Inc.       BBB/Watch Neg/A-2   BBB/Stable/A-2
Magna International Inc.    BBB/Watch Neg/--    BBB/Negative/--
Shiloh Industries Inc.      BB-/Watch Neg/--    BB-/Negative/--
Stoneridge Inc.             B+/Watch Neg/--     B+/Negative/--
TRW Automotive Inc.         B+/Watch Neg/--     B+/Negative/--


HEALTH NET: Fitch Puts 'BB+' Rating on Rating Watch Negative
------------------------------------------------------------
Fitch Ratings has placed Health Net, Inc.'s ratings on Rating
Watch Negative.

The placement on Watch Negative reflects Fitch's expectations for
continued pressure on Health Net's financial results in 2009, the
uncertainties surrounding the potential sale of its Northeast and
Arizona businesses, and renewal of its TRICARE contract.

Currently, Fitch views Health Net's financial leverage as measured
by debt-to-EBITDA as relatively high, and the company's
consolidated statutory capitalization as low relative to its peers
in the health insurance and managed care sector.  Additionally,
weaker operating performance in 2008, coupled with declining
commercial enrollment and management's expectations for further
enrollment declines in its California business in 2009 place
further pressure on the company's ratings.  Fitch will continue to
monitor the company's progress with regard to strengthening
operating earnings, curbing enrollment declines, and bolstering
its capital position.

In recent months, management has announced its interest in
divesting the Health Net's Northeast and Arizona operations.
Should the company enter into an agreement to sell these units,
Fitch will consider the net financial impact of a transaction and
the use of proceeds.  Health Net's ability to profitably sell
these operations and to use the proceeds to reduce financial
leverage and/or bolster statutory capital may support the current
rating.

Fitch also considers the uncertainty surrounding the renewal of
the company's TRICARE contract for the North Region.  The contract
will be renewed with Health Net or granted to another carrier at
the discretion of the Department of Defense, whose timing
continues to be uncertain.  Fitch views the TRICARE business as
increasingly important to Health Net in the past few years,
particularly in light of recent weakness in the company's
commercial business.  Renewal of the contract may lead Fitch to
affirm the ratings, while loss of the contract could lead to a
downgrade of one or more rating levels.

Health Net's ratings reflect the company's good competitive
position in the health insurance and managed care markets in
California and strong presence in the traditionally stable margin
TRICARE business.

The ratings also reflect industry challenges related to the
unsustainable increase in the cost of providing health care,
increasing competitive pressures, and regulatory and legal
challenges that may affect the extent to which industry
participants can manage costs and price their products
appropriately.

Health Net, Inc. is among the largest publicly traded managed care
operations in the U.S., reporting Dec. 31, 2008 enrollment of 6.4
million individuals, including enrollment associated with its
TRICARE business.  The company provides a variety of indemnity,
PPO, POS, and HMO plans in the group, individual, Medicare risk,
Medicaid, and TRICARE markets.  The company also reported
membership of approximately 545,000 in the company's Medicare Part
D plans at Dec. 31, 2008.

Fitch places Health Net's ratings on Rating Watch Negative:

Health Net, Inc.'s

  -- Issuer Default Rating 'BBB-';
  -- $400 million 6.375% senior unsecured notes 'BB+'.

Fitch also places the 'BBB+' Insurer Financial Strength ratings of
these Health Net insurance subsidiaries on Rating Watch Negative:

  -- Health Net Of California, Inc.
  -- Health Net of Arizona, Inc.
  -- Health Net Health Plan of Oregon, Inc.
  -- Health Net of Connecticut, Inc.
  -- Health Net of New Jersey, Inc.
  -- Health Net of New York, Inc.


HUMBOLDT CREAMERY: Can Temporarily Use Cash Collateral, DIP Loan
----------------------------------------------------------------
Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized on an interim basis,
Humboldt Creamery, LLC to:

   -- access cash securing repayment of loan from CoBank, ACB;

   -- obtain $1,750,000 postpetition financing; and

   -- grant CoBank a lien and security interest for the benefit of
      the DIP lenders on all real and personal property of the
      Debtor.

A final hearing will be held before this Court on May 8, 2009, at
10:00 a.m.

The Debtor is 75% owned by Humboldt Creamery Association, which is
a cooperative that has an exclusive milk supply agreement with the
Debtor, and other milk suppliers, and 25% owned by another dairy
cooperative, Dairy Farmers of America, Inc.

The Debtor's secured debt obligations arise from a borrowing
arrangement with CoBank, ACB, as administrative and collateral
agent, and certain other participating lenders, including two
American AgCredit entities.  This arrangement is documented in a
loan agreement dated January 3, 2005, as amended.

Two obligations arise from this borrowing arrangement: the
Debtor's obligations under a revolving line of credit extended by
the lenders, and the Debtor's obligations under a term loan
extended by the lenders.  As of the petition date, the collective
amount outstanding under both the line of credit and the term loan
was in excess of $54,000,000.  The revolving line of credit
matures on February 1, 2010, and the term loan is due on April 30,
2017.

The Debtor's obligations under the prepetition loan agreement are
secured by mortgages encumbering all of its real property in
Humboldt, San Joaquin and Los Angeles Counties, well as security
agreements encumbering all of the Debtor's inventory, accounts
receivable, equipment and certain other personal property.

In addition, the association guaranteed all of the Debtor's
obligations under the prepetition loan agreement.

The Debtor needs up to $3 million in financing and full use of
cash collateral in order to operate through the summer months,
when sales of its main product line, ice cream, are typically
highest.

The Debtor was unable to obtain unsecured credit because the
Debtor lacks reliable historical financials and has existing
lenders who have security interest in all assets.  As a result,
all efforts were focused on obtaining the DIP financing.  The DIP
financing offered by the DIP lenders is the Debtor's only
realistic alternative to obtain post-petition credit.

As security for the DIP obligations, the Debtor is authorized to
grant to the DIP agent, a lien and security interest on all real
and personal property of the Debtor.

As adequate protection for the Debtor's use of the agent's cash
collateral, the agent is granted the replacement lien and have the
same priority, validity, and extent as the agent's lien on
prepetition collateral.

                   About Humboldt Creamery, LLC

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

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


IDEARC INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Idearc Inc. and its debtor-affiliates filed with the United States
Bankruptcy Court for the Northern District of Texas their
schedules of assets and liabilities.

Company Name                            Assets       Liabilities
------------                     --------------    -------------
Idearc Media LLC                 $1,624,513,551   $9,941,480,408
Idearc Media Services West Inc     $221,038,972   $9,654,645,741
Idearc Inc                         $123,114,206   $9,619,778,841
Idearc Media Services East Inc      $89,219,918   $9,660,198,444
Idearc Media Sales East Co          $67,223,805   $9,640,549,476
Idearc Media Sales East LLC         $27,813,720   $9,614,191,363
Idearc Media Sales West Inc         $20,240,969   $9,698,619,361
Idearc Information Services LLC        unstated   $9,614,191,044
License Application Corporation        unstated   $9,614,191,044
Second License Application             unstated   $9,614,191,044
  Corporation

A full-text copy of Idearc Media LLC's schedules is available for
fee at http://ResearchArchives.com/t/s?3c33

A full-text copy of Idearc Media Services West Inc.'s schedules is
available for fee at ttp://ResearchArchives.com/t/s?3c38

A full-text copy of Idearc Inc.'s schedules is available for fee
at http://ResearchArchives.com/t/s?3c31

A full-text copy of Idearc Media Services East Inc.'s schedules is
available for fee at http://ResearchArchives.com/t/s?3c37

A full-text copy of Idearc Media Sales East Co.'s schedules is
available for fee at http://ResearchArchives.com/t/s?3c34

A full-text copy of Idearc Media Sales East LLC's schedules is
available for fee at http://ResearchArchives.com/t/s?3c35

A full-text copy of Idearc Media Sales West Inc.'s schedules is
available for fee at http://ResearchArchives.com/t/s?3c36

A full-text copy of Idearc Information Services LLC's schedules is
available for fee at http://ResearchArchives.com/t/s?3c32

A full-text copy of License Application Corporation's schedules is
available for fee at http://ResearchArchives.com/t/s?3c39

A full-text copy of Second License Application's schedules is
available for fee at http://ResearchArchives.com/t/s?3c3a

                        About Idearc Inc.

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.  William T. Neary, the
United States Trustee for Region 6, appointed six creditors to
serve on an official committee of unsecured creditors of Idearc
Inc. and its debtor-affiliates.  The Committee selected Mark
Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and
Boone, LLP, co-counsel.  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.


IDEARC INC: Tax Authorities, et. al., Object to Cash Collateral
---------------------------------------------------------------
Tax authorities, creditors and parties-in-interest, and filed
their objection to the U.S. Bankruptcy Court for the Northern
District of Texas' interim order authorizing Idearc Inc. and its
debtor-affiliates' use of cash collateral.

The tax authorities, consisting of Dallas County, Tarrant County,
City of Coppell, Coppell Independent School District and Irving
Independent School District, are holders of $382,850 prepetition
claims ad valorem property taxes for tax years 2003, 2008, and
2009, assessed against the Debtors' property.

The tax authorities ask the Court modify the order to:

   1) provide that the tax authorities' liens that secure pre- and
      postpetition ad valorem property taxes and their right to
      payment of the taxes maintain their senior lien priority and
      senior right to payment;

   2) require the agent and the lenders to give the tax
      authorities five business days written notice of the agent's
      and the lenders exercising rights;

   3) eliminate the requirement that the Debtors turnover their
      cash to the agent on the termination date or provide for
      adequate protection of the tax authorities' cash collateral
      in the accounts;

   4) provide relief from the automatic stay to the tax
      authorities to the same extent that the agent and the
      lenders have the relief pursuant to the order;

   5) grant the tax authorities the other and further relief to
      which they may be justly entitled.

                  Creditors Committee's Objection

The Official Committee of Unsecured Creditors objects to interim
and final order authorizing the Debtors' use of the case
collateral stating that the protections to be afforded to the
lenders are unwarranted and unnecessary in the Chapter 11 cases.

The committee related that the ongoing operations may serve as
adequate protection for a secured lender.  So, too, can payments.
If other protections are needed, they should be limited and
rational - as a minimum cash threshold.  The protections must not
provide the lenders with control over the Debtors or the
bankruptcy case to which they are not entitled.

                    Debtors and JPMorgan Respond

The Debtors and JPMorgan Chase Bank, N.A., as agent told the Court
that through the negotiation process, they have resolved all but
one of the matters raised by the committee in its objection.  The
sole unresolved issue related to the proposed limitation

respecting the committee's ability to prosecute a lien challenge
against JPMorgan.  The Debtors and JPMorgan have agreed to provide
the committee with use of cash collateral, up to $500,000, an
increase of $300,000 over that initially permitted in the interim
cash collateral order, to investigate whether JPMorgan has a
properly perfected, unavoidable lien in approximately
$250 million.

The Debtors and JPMorgan ask that this Court deny the committee's
request for use of cash collateral to prosecute a lien challenge
against JPMorgan.

                        About Idearc Inc.

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.


INDEPENDENCE II: Fitch Cuts Rating on Class B Notes to 'CC'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on notes issued by
Independence II CDO, Ltd.:

  -- $113,691,707 class A affirmed at 'A-'; Outlook Stable;
  -- $78,000,000 class B downgraded to 'CC' from 'CCC/DR3'.

Fitch has also removed the class A notes from Rating Watch
Negative.

The rating actions are due to Fitch's recently adjusted default
and recovery rate assumptions for analyzing structured finance
collateralized debt obligations, in addition to negative credit
migration in the underlying portfolio.

The affirmation of the rating and assignment of a Stable Outlook
on the class A notes is a result of the continued delevering of
the class A notes.  During the past 12 months, approximately $40.3
million, or 13.8%, of the outstanding principal of class A notes
was paid down bringing its balance to $113.7 million, or 61% of
its original balance.  The class A notes currently comprise 49.9%
of the capital structure of Independence II.

On Feb. 2, 2006, Independence II declared an event of default
(EOD) following a decline of the class A/B overcollateralization
(OC) ratio below 100%. As of the latest Trustee report dated March
31, 2009, the class A/B OC ratio is 80.6%, versus its trigger of
103.3%.  In December 2007, the majority of the class A noteholders
elected to accelerate the transaction.  Since the February 2008
distribution date, all collected interest proceeds have been used
to pay transaction related fees and expenses, including management
fees, to satisfy hedge counterparty payments, if any due for the
period, and to pay current interest due on the class A notes.  The
remaining interest proceeds, if any, have been transferred to the
principal collections account and used to amortize the class A
notes until their principal is paid in full.

Since the rating action in February 2007, the credit quality of
the portfolio has experienced additional deterioration.
Approximately 19.1% of the portfolio has been downgraded a
weighted average of 4.5 notches, while 31.57% of the portfolio has
been upgraded a weighted average of 2.4 notches.  Although the
number of upgrades outpaced the number of downgrades during that
period, the magnitude of the downgrades had a greater effect on
the overall credit quality of the pool.  Assets rated below
investment grade currently comprise 73.4% of the portfolio, of
which assets rated 'CCC' or lower comprise 41.5% of the current
portfolio, an increase from 24.4% during the last review.

As a result of the acceleration, the class B notes have not
received any interest and will not until the class A notes are
paid in full.  Given the composition and performance of the
portfolio, Fitch expects the class B notes to receive some of its
deferred interest in the future.  It is possible that the class B
notes could potentially receive some principal repayment once the
class A notes and deferred interest is paid in full.

Independence II is a cash flow CDO that closed on July 26, 2001
and is managed by Declaration Management & Research LLC.
Presently 31% of the portfolio is composed of residential mortgage
backed securities, of those 10.6% consists of subprime RMBS, 18.7%
consists of Manufactured Housing RMBS, and 1.8% of prime RMBS.
The remaining 68.9% of the portfolio consists of 37.2% commercial
mortgage backed securities, 18.9% of various consumer and
commercial asset-backed securities, 3.5% of commercial real estate
loans, and 1.3% of corporate CDOs.

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

Fitch will continue to monitor and review this transaction for
future rating adjustments.


INDIANTOWN COGENERATION: S&P Puts 'BB+' Rating on $505 Mil. Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its recovery
rating of '3' to Indiantown Cogeneration Funding Corp.'s
$505 million 1994 amortizing first mortgage bonds due 2020
($334.3  million outstanding at Sept. 30, 2008) and the parity
$125 million 1994 tax-exempt bonds issued by the Martin County
(Florida) Industrial Development Authority on behalf of Indiantown
Cogeneration L.P. and due 2025 ($125 million outstanding at
Sept. 30, 2008).  The rating on the bonds is 'BB+'.  Indiantown
Cogeneration Funding Corp. is a wholly owned subsidiary of
Indiantown Cogeneration L.P.  The outlook is stable.

The '3' rating indicates S&P's expectations for meaningful
recovery (50%-%70) in the event of a payment default.  For a full
recovery analysis, see the recovery rating profile that S&P will
publish immediately following this article.

                          Ratings List

              Indiantown Cogeneration Funding Corp.

                Senior secured          BB+/Stable
                 Recovery rating        3


INNOVATIVE COS: U.S. Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------------
Christine H. Black, an Assistant United States Trustee for
Region 2, appointed 7 creditors to serve on the Official Committee
of Unsecured Creditors in The Innovative Companies LLC, et al.'s s
Chapter 11 cases.

The Creditors Committee members are:

     a) Xiamen Dayi Trading Co., Ltd.
        F17 No. 380#A Jiahe Road
        Xiamen, Fujian China

     b) Stone Technologies
        5 Draper Street
        Woburn, MA 01801

     c) NTM SRL
        Via Ciocche, 1103
        Querceta (LU), 55046 Italy

     d) Pokarna Limited
        105, 1st Floor, Surya Towers
        Secunderabad 500 003
        Andhra Pradesh, India

     e) Tracomal Mineracao LTDA.
        BR 101, Contorno De Vitoria, KM 2,8 DA
        Estrada De Ferro Victria-Minas Sera
        ES 20160-970 Brazil

     f) Bramagran Brasileiro Marm Gran. Lt
        Rodovia Rued Nemer, S/NO
        Km 07, Arcuri Castelo 29360-000
        ES 29360-000, Brazil

     g) U.Del Corona & Scardigli srl
        Scali D'Azeglio 32
        Livorno, Italy

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 The Innovative Companies

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


INTERPUBLIC GROUP: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed Interpublic Group of Companies Issuer
Default Rating and debt ratings:

  -- IDR at 'BB+';
  -- Senior unsecured notes (including convertibles) at 'BB+';
  -- Bank credit facility at 'BB+';
  -- Enhanced Liquidity Facility at 'BB+';
  -- Cumulative convertible perpetual preferred stock at 'BB-'.

The Rating Outlook is Positive.

Approximately $2.1 billion in total debt and $525 million in
preferred stock as of March 31, 2009 is affected.

The ratings continue to reflect these:

  -- IPG's position in the industry as one of the largest global
     advertising holding companies, its diverse client base, the
     company's ample liquidity and the continued progress it has
     made toward winning new accounts and driving organic growth
     within its existing client base.  Fitch believes the main
     issues that led to the numerous credit rating downgrades from
     2003-2005 to be behind the company.

  -- It is Fitch's view that the business risk profile and credit
     metrics could begin to reflect investment-grade
     characteristics in late 2009 or 2010.  Fitch believes
     management has the willingness, ability and incentive to
     achieve investment-grade ratings.  Fitch notes that IPG's
     major peers have investment-grade ratings.

  -- Credit metrics have improved significantly from 2005 levels
      (leverage is down from 12.4 times [x] to 2.7x).  While Fitch
     expects 2009 to be challenging for IPG and all global media
     holding companies, the industry's scalable cost structure and
     IPG disciplined cost reduction initiatives will provide some
     offset to organic revenue declines.

  -- While advertising is a cyclical industry, Fitch recognizes
     that IPG and its GHC peers have reduced exposure to U.S.
     advertising cycles, as they have diversified into
     international markets and marketing services businesses.
     While Fitch recognizes these markets are directionally
     correlated during a global recession, over the long-term the
     timing and magnitude of declines and different growth
     characteristics do provide meaningful diversification
     benefits.

Fitch believes credit metrics are approaching investment grade
levels; however, Fitch will evaluate several factors over the next
12 to 24 months:

  -- IPG's ability to achieve 2009 organic revenue trends in-line
     with the industry (assuming the industry organic revenue
     declines are no more than mid to high single digits per
     annum);

  -- The scalability of the cost structure and IPG's ability to
     maintain margin compression in-line with the industry; and

  -- The degree of working capital volatility and IPG's ability to
     manage working capital swings such that they do not
     meaningfully minimize Free Cash Flow (FCF) generation.

As of first-quarter 2009 (1Q'09), IPG's liquidity position is
supported by the $1.6 billion in cash and equivalents and $335
million available under its undrawn bank credit facility due July
2011 and $622 million available under the company's $750 million
ELF facility (reduced by $128.1 million in letters of credit).
The ELF facility expires in July 2009, and Fitch does not expect
IPG to renew or replace the expiring capacity.  While the company
maintains approximately $383 million in non-U.S. uncommitted
credit facilities ($73.6 million was outstanding), the available
capacity under these uncommitted facilities are not factored into
Fitch's liquidity considerations.

The bank credit facility contains three key covenants which
provide limited room for deterioration in operating performance:

  -- Minimum Last Twelve Months EBITDA of $600 million, which
     excludes up to $75 million of non-cash impairments.  At the
     end of 1Q'09 covenant EBITDA was $809 million, Fitch
     estimates that all else equal, a 26% decline in EBITDA could
     position the company to violate the covenant.

  -- Maximum total debt to LTM EBITDA (as defined) of 3.25x in
     2008, stepping down to 3.0x in 2010.  At the end of 1Q'09
     total debt to LTM EBITDA was 2.6x.  The company should have
     the flexibility to meet the step downs despite pressure on
     EBITDA through debt repayment.  Fitch estimates that all else
     equal, a 20% decline in EBITDA could position the company to
     violate the covenant.

  -- Minimum LTM EBITDA to interest (as defined) coverage of 4.5x.
     Fitch notes the ratio is calculated on a net basis and
     includes preferred dividends.  At year-end interest coverage
     was 6.3x.  Fitch estimates that all else equal, a 28% decline
     in EBITDA could position the company to violate the covenant.

The facility also allows for a restricted payments basket of $600
million that can be used for capital expenditures, cash
acquisitions, share repurchases and dividends on common stock
(with certain exceptions and restrictions).  If leverage is below
2.75x IPG has the ability to roll $200 million of the unused
restricted basket balance to the subsequent year.

Under Fitch's base case, which projects reduced interest income,
IPG could be at risk of breaching its interest coverage ratio. In
the event that the covenant could be breached, Fitch believes
options available to the company to prevent the covenant breach
include:

  -- Obtaining a waiver or an amendment to resolve this issue.
     Such a negotiation could involve amendment fees or
     potentially revised pricing.

  -- IPG could cancel the bank facility and cash collateralize
     their existing LOCs (approximately $128.1 million as of March
     2009).  The company does not utilize the revolver for
     operations, and the company's significant cash balance should
     provide sufficient liquidity.

Intra-quarter cash swings are material.  IPG has indicated that
cash varied in 2008 from a high of $2.1 billion to a low of $1.3
billion.  The company's sizeable cash position should provide
sufficient liquidity for the company to weather the current
downturn and satisfy its upcoming maturities.

As is industry practice, ad agencies typically collect from their
clients prior to paying for media purchases made on behalf of
their clients.  As such, Fitch notes that advertising agencies
benefit from positive working capital dynamics (use of client
capital as a low-cost source of financing) and thus typically
carry high levels of cash.  Fitch acknowledges that as of the
1Q'09 balance sheet IPG carries a meaningful working capital
deficit (receivables less payables and customer advances) of $1.2
billion.  Fitch does expect to see some of the working capital
deficit to unwind due to the slowdown in media buying by clients.
However, Fitch does not expect significant unwinding of the
position, though there would be sufficient liquidity to cover the
working capital deficit and cover customer advances, albeit at the
cost of reducing bank revolver availability.

In 2008 IPG converted a meaningful percentage (81%) of EBITDA to
FCF, a higher percentage than Fitch would expect over the long-
term (40-60%).  IPG generated $699 million in FCF, a substantial
increase from $123 million in 2007, driven by revenue growth,
reductions in costs, operating efficiencies and improvements in
working capital.  Under Fitch's base case model (which
incorporates a working capital drain), free cash flow is expected
to positive at approximately $100 to $300 million.  Fitch expects
liquidity to be sufficient to cover earn-outs and limited amount
in acquisitions (around $100 million total) and its maturing debt
obligations.

Unadjusted leverage at the end of the 2009 first quarter was 2.7x,
an improvement from 4.0x in 2007 and a dramatic improvement when
compared to 12.4x in 2005.  This improvement in leverage was
driven by growth in EBITDA (up 31% from 2007 and 334% from 2005)
as debt balances remained relatively the same.  Fitch expects
leverage to slightly weaken and could exceed 3x due to cyclical
factors that have historically been and continue to be
incorporated into the rating.

IPG has $1.4 billion in senior unsecured notes. Starting in 2009,
the company has a maturity or potential redemption (discussed
further below) every year through 2014.  In the near term, $250
million is due on Nov. 15, 2009; $250 million is due on Nov. 15,
2010; and $500 million is due Aug. 15, 2011.  Fitch's has not
modeled refinancing of debt maturities as Fitch believes cash
balances (supplemented by free cashflow generation during this
period) should be sufficient to fund these maturities.

Out of IPG's $2.1 billion in total debt, $609 million (face value)
is comprised of convertible notes that may be put to the company
for repurchases on specified dates.  In March 2008 $191 million in
notes were put to the company for repurchase.  Other convertible
notes become puttable in 2012 ($400 million) and 2013 ($209
million).  The rating incorporates Fitch's belief that IPG should
have the liquidity to satisfy any notes put to the company for
redemption.

Fitch believes that IPG is committed to return to and maintain
investment grade ratings. Management has reiterated its intention
to maintain significant liquidity, in the form of cash on its
balance sheet, through its operational turnaround.  The company's
intention is to remain disciplined in its cash deployment.  Fitch
expects acquisition activity in 2009 will be limited and and that
IPG will not institute a dividend or share repurchase program in
the near-term.  Fitch also expects that the company will dedicate
cash to the repayment of upcoming maturities and continue to build
cash on the balance sheet.

While 4Q'08 was weak, revenue for the full year grew at 6.2%
driven by a 3.8% increase in organic revenue.  In 4Q'08 IPG
experienced an organic decline in revenues of 2.2% and endured
negative foreign currency revenue impact of 4.2%.  In 1Q'09
results were comparable to peers (and better in several cases) and
in line with Fitch's expectations.  Organic revenue was down 5.6%,
and the negative foreign currency impact was 7.3%.  Fitch expects
revenues to continue to decline and expects that the company could
see revenues decline as much as 12%-15% in 2009, with organic
revenue down in the mid to high single digits and foreign exchange
contributing incremental pressure.

While GHCs are exposed to cyclicality on the revenue side, there
is meaningful scaleability of the cost structure.  In response to
revenue declines, IPG has reduced its workforce, reduced incentive
compensation and has been aggressively managing costs.  Fitch
expects that the company can reduce headcount and related expenses
to offset organic revenue declines in the mid single digits.
Organic revenue declines in excess of single digits are likely to
have a more dramatic impact on margins as its not clear whether
the company would cut headcount that deeply if it viewed the
revenue pressure to be temporary.  Reducing office and general
expenses may be more challenging due to the fixed cost nature of
occupancy expense and professional fees have likely reached
normalized levels.  Fitch expects that the company can reduce
total expenses (headcount and office and general) enough to
maintain EBITDA margin contractions to within 200 bps, assuming
organic revenue declines in the mid-high single digits.  Given
Fitch's view that the advertising agency industry structure will
remain healthy over the long-term, Fitch believes IPG should be in
a solid position to grow and maintain an improving and ultimately
stable credit profile on the other side of this economic downturn.


INGLES MARKETS: Moody's Assigns 'B1' Rating on $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new
$500 million senior unsecured notes issued by Ingles Markets, Inc.
Moody's also affirmed Ingles' Ba3 Corporate Family rating and Ba3
Probability of Default rating.  The rating outlook is stable.  The
new senior notes will be used to tender for the existing $350
million senior subordinated notes due 2011, to repay certain
upcoming mortgage debt maturities, and to pay-down existing
revolver loans.  If the offering is upsized, the proceeds will be
used supplement cash balances. The ratings are subject to final
terms and conditions and execution of a new $175 million three
year revolving credit facility.

The rating affirmation reflects Ingles' solid regional franchise,
improvement in its debt maturity profile, and replacement of
existing bilateral lines of credit with a new three year $175
million syndicated revolving credit facility.  The rating
affirmation also takes into account the likelihood that Ingles'
credit metrics will modestly deteriorate in 2009.  Same store
sales growth is under pressure and new stores are taking longer to
reach targeted sales and return levels due to the economic
downturn.  Additionally, debt levels are rising to support the
company's aggressive store remodeling and new build program.

The stable outlook reflects Moody's expectation that the company
can manage its growth in the context of the current rating despite
earnings pressure.

Ratings assigned:

Ingles Markets, Inc.

  -- $500 million senior unsecured notes at B1 (LGD5, 76%)

These ratings are affirmed:

  -- Corporate Family rating at Ba3
  -- Probability of Default rating at Ba3

These ratings are affirmed and will be withdrawn upon repayment:

  -- $350 million 8.875% senior subordinated notes at B2 (LGD 5,
     81%)

The last rating action for Ingles Markets, Inc. was the Corporate
Family rating upgrade from B1 to Ba3 on April 7, 2008.

Ingles Markets, Incorporated, headquartered in Asheville, North
Carolina, operates supermarkets, with annual revenues exceeding
$3.2 billion.


IRWIN LAWRENCE RHODES: Case Summary & 8 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Irwin Lawrence Rhodes
        3815 Erie Ave
        Cincinnati, OH 45208

Bankruptcy Case No.: 09-12641

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Debtor's Counsel: James K. Ferris, Esq.
                  6124 Corbly Road
                  Cincinnati, OH 45230
                  Tel: (513) 231-1100
                  Fax: (513) 231-1004
                  Email: ndevore@fuse.net

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

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

A full-text copy of the Mr. Rhodes' petition, including his list
of 8 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ohsb09-12641.pdf

The petition was signed by Mr. Rhodes.


JAMES DON GREEN: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: James Don Green
        234 Fairview Cr
        Loretto, Tn 38469

Bankruptcy Case No.: 09-04988

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Columbia)

Debtor's Counsel: Kevin Steele Key, Esq.
                  222 2nd Ave N
                  Suite 360-M
                  Nashville, TN 37201
                  Tel: (615) 256-4080
                  Fax: (615) 244-6846
                  Email: Keykevin@Bellsouth.Net

Total Assets: $1,711,550

Total Debts: $2,963,252

According to its schedules of assets and liabilities, $930,251 of
the debt is owing to secured creditors, $8,009 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A full-text copy of the Mr. Green's petition, including his list
of 11 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/tnmb09-04988.pdf

The petition was signed by Mr. Green.


KENT HOSPITAL: S&P Downgrades Rating on $135 Mil. Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB' on Kent Hospital Finance Authority, Michigan's
$135 million series 2005A hospital revenue bonds, issued for
Metropolitan Health Corp.

The downgrade is based on a weak balance sheet that is stressed
further by very low liquidity as reflected by 29 days' cash on
hand for the eight months ended Feb. 28, 2009.  Additionally,
Metro Health experienced large operating losses in fiscal 2008,
but year-to-date results are tracking more positively compared
with the same period last year since the implementation of a cost-
savings plan.  Nevertheless, fiscal year-end 2009 is still
tracking slightly weaker compared with operating performance in
Metro Health's more profitable years.

The 'BB+' rating further reflects weak balance sheet measures with
a high debt-to-capitalization ratio of 64%, anemic liquidity and
very low cash-to-debt ratio of 18.4%; and sizable operating losses
for the fiscal year ended June 30, 2008, higher than Metro
Health's projected loss of $1.3 million.

Offsetting factors include Metro Health's move into its newly
constructed replacement facility on time and within the projected
budget.  Management also reports market share growth since
relocation and even in its competitive market, Metro Health has
demonstrated immediate volume growth, which it expects to enhance
through strategic partnerships with area providers.

"The negative rating outlook reflects our concern regarding the
sustainability of Metro Health's year-to-date operating
improvement," said Standard & Poor's credit analyst Antionette
Maxwell.  "As Metro Health enhances its service offerings and
begins to realize the operational efficiencies of the new hospital
fully, S&P expected a dip in fiscal 2008 operating margins, but
the losses were larger than projected," said Ms. Maxwell.

In addition, the weak liquidity position provides little or no
flexibility in this challenging economic environment.  S&P will
base a lower rating on weaker operating performance and a further
drop in liquidity.  No new debt is expected in the near future.


KENT WESLEY BOYDSTUN: Case Summary & 21 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Kent Wesley Boydstun
                 aka Kent Wesley Boydstun Trust
                 dba KCB Rentals, LLC
                 dba Connie's Balloons & Party Supplies
                 fdba Elkton Country Store, LLC
                 dba KCB Enterprises
              Connie Sue Boydstun
                 aka Connie Sue Boydstun Trust
                 dba KCB Rentals, LLC
                 dba Connie's Ballons & Party Supplies
                 fdba Elkton Country Store, LLC
                 dba KCB Enterprises
              2066 N. Market Ave.
              Bolivar, MO 65613

Bankruptcy Case No.: 09-60927

Chapter 11 Petition Date: April 30, 2009

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

Judge: Whitney Rimel

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

Total Assets: $1,706,665

Total Debts: $836,660

According to its schedules of assets and liabilities, $395,250 of
the debt is owing to secured creditors, $83,786 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

      http://bankrupt.com/misc/mowb09-60927.pdf

The petition was signed by the Joint Debtors.


KOCH GROUP: Blames Weak Economy for Its Collapse
------------------------------------------------
Susan Feyder at Star Tribune reports that Koch Group Mpls, LLC,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Minnesota, blaming it mostly
on the downturn in the economy.

Court documents say that Koch listed $423,666 in assets and more
than $2.5 million in liabilities.  Star Tribune relates that the
largest unsecured creditors include Carlton Financial, which Koch
owes about $836,913, and Diversified Construction -- owed
$329,754.  According to court documents, Koch owes more than
$400,000 in state and federal taxes.

Koch has an ownership stake in the Bellanotte restaurant in Block
E, says Star Tribune.  The restaurant, according to Star Tribune,
isn't included in the bankruptcy filing.

Mendota Heights, Minnesota-based Koch Group Mpls, LLC, dba Seven,
owns and operates the Seven steakhouse and sushi restaurant in
downtown Minneapolis.  The Company filed for Chapter 11 bankruptcy
protection on April 14, 2009 (Bankr. D. Minn. Case No. 09-42227).
Lynn J.D. Wartchow, Esq., at Morris Law Group, P.A., assists the
Company in its restructuring efforts.  The Company listed $100,001
to $500,000 in assets and $1,000,001 to $10,000,000 in debts.


LA CAMBRE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: La Cambre Properties II LLC
        1112 E. Donegan Ave.
        Kissimmee, FL 34744

Bankruptcy Case No.: 09-05950

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Kevin E. Mangum, Esq.
                  Mangum & Associates PA
                  5100 Highway 17-92
                  Suite 200
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  Email: kevin@mangum-law.com

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

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

A full-text copy of the Debtor's petition, including its list of 2
largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/flmb09-05950.pdf

The petition was signed by Barry Lee Compton, president of the
Company.


LA PALOMA: S&P Downgrades Rating on $245 Mil. Loan to 'B'
---------------------------------------------------------
On April 30, 2009, Standard & Poor's Rating Services lowered its
ratings on La Paloma Generating Co. LLC's $245 million secured
first-lien term loan B due in 2012, its $65 million working-
capital facility, and its $40 million synthetic letter of credit
facility to 'B' from 'B+'.  In addition, Standard & Poor's lowered
it rating on the issuer's second-lien $155 million term loan C to
'CCC' from 'CCC+'.  The outlook is negative.

The secured first-lien term loan B, working-capital facility, and
synthetic LOC facility have a '1' recovery rating, indicating a
high expectation of full recovery in the event of a default.  The
second-lien term loan C has a '5' recovery rating, indicating
modest prospects for recovery in the event of a default.

The lowered ratings follow the project's weak financial
performance due to issues with plant repair and maintenance that
have continued since the project's inception.  La Paloma's debt
service coverage ratio, calculated per its bond indenture, exceed
the 1.2x minimum covenant requirement.  The calculation excludes
major maintenance costs accrued as operating expenses under
generally accepted accounting principles.  However, after
including major maintenance costs and other capital spending, S&P
calculate the DSCR to be only about 1x, which is where coverages
have hovered for several years.  Recent failures to make
anticipated pay downs of working capital facilities, coupled with
lower-than-expected DSCRs and ongoing issues with operations, have
led to the downgrade.

The outlook and rating could improve if the project improves its
financial and operating performance and significantly pays down
its working capital.  Further deterioration in the liquidity
position, or the financial or operational performance could lead
to further downgrades

La Paloma, a Delaware limited liability company, used the loan
proceeds, together with third-party equity infusions, to acquire a
1,022 megawatt, combined cycle, gas-fired power plant located near
McKittrick, California, for $561 million, or about $547/kW.  The
plant has been in service since March 2003.

The project consists of four equal-sized Alstom GT24-B combustion
turbine generation units, coupled with Alstom KA24-1 combined
cycle power units and related equipment, including natural gas and
electric transmission facilities.  Tolling agreements with Morgan
Stanley Capital Group cover three of the project's four units.  La
Paloma's fourth unit is dispatched to take advantage of merchant
opportunities.


LEHMAN BROTHERS: Committee Balks at Bid to Assume Aircraft Leases
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Lehman
Brothers Holdings Inc. and its affiliated debtors' cases asks
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York to deny the proposed assumption of aircraft
lease agreements.  The panel argues there are no lawful grounds to
grant the request.

"The motion is an unwarranted attempt to elevate to administrative
expense status the unsecured, rejection damages claim to which a
prepetition vendor might otherwise be entitled," argues Dennis
Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York.

"The Debtors wish to assume the agreements, immediately terminate
them and pay the termination fee immediately, in full in cash.
The Committee finds no basis in law for such a request," Mr.
Dunne points out.

Mr. Dunne clarifies that the Creditors' Committee does not contest
the Debtors' representations that Executive Fliteways Inc.
provided valuable services to the estates or that the company's
agreement not to assert an alleged right to a mechanics' and
similar lien facilitated the sale of the aircraft.  He points out,
however, that the agreements must be rejected given that they have
no further value to the Debtors' estates.

According to Mr. Dunnes, by seeking to assume and then instantly
terminate the agreements, the Debtors are converting a rejection
damages claim into an administrative expense claim against the
estates.

"While the Committee recognizes that the amount of money at issue
is not large in the context of these chapter 11 cases, the
Committee cannot countenance the flouting of the requirements of
section 365 and applicable case law solely for the purposes of
allowing cash to be distributed to a favored creditor who is not
otherwise entitled to it," Mr. Dunnes further says.

As reported the Troubled Company Reporter on April 21, 2009, the
Debtors sought permission from Judge Peck to assume the aircraft
lease agreements entered into by three debtor affiliates -- CES
Aviation LLC, CES Aviation V LLC, and CES Aviation IX, LLC -- with
Executive Fliteways Inc.

CES Aviation LLC held title to a Gulfstream Aerospace G-IVSP,
bearing manufacturer's serial number 1448 and U.S. registration
mark N300LB.  CES Aviation IX held title to a Dassault model
Falcon 50 aircraft, bearing manufacturer's serial number 179 and
U.S. registration mark N232PR.  CES Aviation V LLC holds title to
a Sikorsky S-76C+ helicopter, bearing manufacturer's serial
number 760486 and U.S. registration mark N151LB.  CES Aviation II
LLC, a wholly-owned non-debtor subsidiary of LBHI, held title to
a Gulfstream Aerospace G-IVSP, bearing U.S. registration number
N250LB and manufacturer's serial number 1269.

The EFI agreements dated September 1, 2007, allowed the Aviation
Debtors to lease aircraft to EFI for charter services.  The
agreements are set to expire on December 10, 2010.

Prior to the Petition Date, the Debtors were actively marketing
their aviation assets in hope to obtaining the maximum value for
the assets in light of the softening market.  Alfredo Perez, Esq.,
at Weil Gotshal & Manges LLP, in New York, said EFI played an
important role in the negotiation process.  After the Petition
Date, despite the Debtors' precarious financial condition, EFI
agreed to continue to perform pursuant to the non-exclusive
aircraft lease agreements based on the Debtors' representations
that EFI would be compensated.

Specifically, Mr. Perez said the Debtors agreed that in each
motion for approval of the sale of the Aircraft, the Debtors would
contemporaneously seek the Court's authority to pay to EFI certain
prepetition invoices representing flight support activity expenses
incurred in the ordinary course of business.  In turn, EFI agreed
to not assert its possessory interest in the Aircraft, enabling
the Debtors to sell the Falcon 50 and the G-IVSP free and clear of
all liens and encumbrances.  The Debtors also agreed to seek Court
authority to assume the non-exclusive aircraft lease agreements,
terminate the agreements upon assumption, and make certain
payments to EFI pursuant to the agreements to compensate EFI for
its postpetition services.

In February 2009, the Court authorized the Debtors to sell the
GIVSP and the Falcon 50, which resulted in a recovery to the
Debtors' estates in the aggregate amount of $29,300,000.
Recently, the Court approved the sale of the Sikorsky S-76C+
helicopter for $3,426,000.

Mr. Perez said the proposed assumption would allow the early
termination of the agreements and ensure that EFI would not
interfere in the sale of the Sikorsky S-76C+ helicopter, on which
EFI holds a lien.

"If EFI asserted liens on the aircraft, the Debtors would have
incurred additional legal fees and delays in the sales of the
aircraft, threatening the ultimate recovery to the Debtors'
estates," Mr. Perez said.

As a result of the early termination of the agreements, EFI will
be paid a sum of $637,825 for monthly management services,
prorated hangar fees and three-month severance pay for employees
that would be laid off as a result of the termination.  The
termination fee, however, will be reduced to $237,825 after
application of the operating deposit in the sum of $400,000.

The operating deposit, which is held by EFI, was put up by CES
Aviation II LLC and the three subsidiaries to cover any amounts
owing to EFI in the event the agreements are terminated, Mr. Perez
said.

The hearing to consider approval of the proposed assumption was
originally scheduled for April 22, 2009.  The hearing has been
moved to May 13.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Court Trumps MidCountry's Bid to Pursue Action
---------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York threw out the window a request by MidCountry
Bank that the automatic stay imposed in the bankruptcy cases of
Lehman Brothers Holdings Inc. be lifted to permit it to prosecute
the lawsuit it brought against Aurora Loan Services, LLC.

The Debtors balked at the request, saying it is an attempt to
deprive their estates as well as their creditors of valuable
property interests.

The lawsuit stemmed from Aurora Loan's refusal to recognize its
termination as servicer of the mortgage loans owned by MidCountry
under their contract dated July 30, 2007 with Lehman Capital, a
unit of Lehman Brothers Holdings Inc.  Lehman Capital serves as
the servicing rights owner under the contract.

Aurora Loan was terminated due to its alleged failure to manage
and protect defaulted loans and real estate-owned property, among
other things.  The Colorado state court, which oversees the case,
has already issued an order directing Aurora Loan to return to
MidCountry the bank's loan files, and to continue servicing the
loans until the conclusion of the hearing, which is set to be
held on May 15, 2009.

MidCountry also asked the Bankruptcy Court to issue an order
approving the termination of the contract as to Lehman Capital;
determining that LBHI is deemed to have given its consent to
Dovenmuehle Mortgage Inc. as substitute to Aurora Loan; and
authorizing MidCountry to include LBHI as a "party in interest"
in the lawsuit.

               Debtors, et al. Want Request Denied

"LBHI unequivocally retained, and continues to own, all servicing
rights relating to the mortgage loans including the right to
service the mortgage loans, the right to collect all payments and
fees associated therewith," said Robert Lemons, Esq., at Weil
Gotshal & Manges LLP, in New York.

Mr. Lemons said that LBHI also has a property interest in various
contractual rights that were granted to it under the terms of the
servicing agreement including the right to consent to any
successor servicer proposed by MidCountry, and the right to
collect a termination fee from MidCountry in case MidCountry
terminates Aurora Loan's services without cause.

"Such rights are unquestionably property of the estate," Mr.
Lemons pointed out.

In statements filed with the bankruptcy court, Aurora Loan and
the Official Committee of Unsecured Creditors likewise asked the
bankruptcy court to deny the request.

Aurora Loan said that MidCountry has failed to provide evidence
that it is entitled to terminate the agreement for cause or that
LBHI should forfeit its mortgage servicing rights.

Meanwhile, the Creditors Committee asserted that "the relief
requested by MidCountry is procedurally improper."

"To the extent MidCountry is unsatisfied with LBHI's performance
under the agreement, its sole remedy is to seek to compel LBHI to
assume or reject it, not to essentially effect rejection through
a motion to lift the automatic stay," the Creditors Committee
pointed out.  It further said that MidCountry is attempting to
terminate whatever interests LBHI may have under the agreement.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Dewey & LeBoeuf Backs Out as Counsel to AmEx
-------------------------------------------------------------
American Express Travel Related Services Company, Inc., and Dewey
& LeBoeuf LLP have agreed on the withdrawal of the law firm as
counsel for the company in the bankruptcy cases of Lehman Brothers
Holdings Inc. and its affiliated debtors.  The U.S. Bankruptcy
Court for the Southern District of New York approved the parties'
stipulation.

Dewey & LeBoeuf was asked by AmEx in October 2008 as its counsel
in connection with a dispute it had with Barclays Capital Inc.
The firm reportedly performed a conflicts check and determined
that Barclays is a current client of the firm in a separate matter
unrelated to the dispute with AmEx.

At that time, Dewey & LeBoeuf believed that the dispute between
the two companies would be resolved through motion practice based
on what the firm believed to be essentially undisputed facts.
Thus, the firm advised Barclays about the representation and
informed AmEx that it could assume the representation without any
condition or limitation.

Barclays, however, has raised factual issues that have resulted in
depositions and adversarial motions not anticipated at the outset.
Dewey & LeBoeuf has determined that it cannot continue to
represent AmEx in the dispute against another current client firm
under those circumstances.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: To Set Off Collateral Against $3.8MM NYISO Claim
-----------------------------------------------------------------
The New York Independent System Operator, Inc., and Lehman
Brothers Holdings Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their stipulation permitting the corporation to exercise its
rights of setoff and recoupment under the Market Administration
and Control Area Services Tariff.

Under the stipulation, NYISO is authorized to apply the
$10,032,062, which Lehman Brothers Commodity Services Inc. posted
as collateral, against LBCS' debt in the sum of $3,836,042.

NYISO is also directed to return to LBCS all collateral that has
not been applied, provided that the corporation is authorized to
retain $100,000 of collateral to apply against any future
liabilities of LBCS arising under the Tariff.  Any amount that has
not been applied will be returned to LBCS after all
reconciliations of trading contracts governed by the Tariff are
complete.

LBCS posted the $10,032,062 as collateral to secure its
obligations under the Tariff in connection with its purchase of
electricity facilitated by NYISO.  The Tariff sets forth the
provisions applicable to the services provided by the NYISO
related to its administration of markets for the sale and purchase
of energy and capacity.

LBCS allegedly owes $3,836,042 on account of trading losses and
service charges.  As trading contracts continue to settle, NYISO
expects that LBCS will owe additional amounts that are not likely
to exceed $100,000 in the aggregate.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Trustee Inks Pacts to Return Misdirected Funds
---------------------------------------------------------------
James W. Giddens, as Trustee for the liquidation of the business
of Lehman Brothers, Inc., pursuant to the Securities Investor
Protection Act, obtained approval from the U.S. Bankruptcy Court
for the Southern District of New York of the stipulations he
entered into with these parties concerning the return of funds
erroneously transferred to LBI's bank accounts:

Parties                                           Amount
-------                                        -----------
Gregory S. Ledford Trust                        $1,944,727
Lincoln National Life Insurance Company           $232,323
Morgan Stanley Capital Services Inc.              $418,020
HSBC Bank USA, N.A.                               $886,395
Bank of America, N.A.                             $103,452
Oaktree Value Opportunities Fund L.P.             $384,390
Thomas H. Lee (Alternative) Fund VI, L.P.          $75,956
Carlos Schargorodsky                              $743,895
Deutsche Bank AG                                  $800,000
Gagosian Gallery Inc.                           $2,333,333
Coex Coffee International Inc.                     $55,750
Fidelity Investments                              $250,000
Amici Qualified Associates LP                     $935,953
The Mohn Family Trust                              $58,580
Societe Generale London Branch                     $24,029
The William and Flora Hewlett Foundation     THB27,454,950

Mr. Giddens is awaiting the Court's approval of the stipulations
he entered into with these parties:

Parties                                           Amount
-------                                        -----------
Deutsche Bank AG                                  $800,000
Carlos Schargorodsky                              $743,895

                    Court Approves Procedures

Judge James Peck also approved the procedures governing the return
of funds that were erroneously transferred to LBI's bank accounts.

Judge Peck authorized the trustee to return the funds without
further court order and to submit each quarter a report
summarizing the return of funds made in the prior quarter
containing information as to the dates, amounts and the
recipients.

Prior to the approval, the Official Committee of Unsecured
Creditors objected to the procedures and demanded that it be
provided an advance notice and information about the return of
funds that are less than $50,000.  Mr. Giddens, however, asked the
Court to deny the objection, saying it is "counterproductive to
the efficient and economical procedures proposed."

"The interjection of the Committee in the day-to-day de minimis
misdirected wire process appears likely to burden that process
without producing any benefit that could not otherwise be obtained
by the Committee through its access to reports that the trustee
will file each quarter," Mr. Giddens said in prior court filings.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Won't Make Early Decision on WWK Hawaii Loan Deal
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
deny the request of WWK Hawaii-Waikapuna LLC to compel the Debtors
to make a decision on a loan agreement.

The Debtors argue that the request would force them to make an
early decision to assume or reject their loan agreements.

WWK and its affiliates previously asked the Court to compel LBHI
to either assume or reject their loan agreement dated August 14,
2006.  WWK made the move following the failure of LBHI to fund
their project, which relies on the $105 million of loan that LBHI
committed under their agreement.

The loan is intended to fund the conversion of about 5,700 acres
of land on the Big Island of Hawaii into large agricultural
estates.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
complains that WWK and its affiliates "have presented no
compelling circumstances or significant prejudice that should
result in LBHI being compelled to immediately assume or reject the
loan agreement."

"A debtor is entitled to defer its decision to assume or reject a
executory contract until plan confirmation, provided that upon a
showing of compelling circumstances and significant prejudice to a
contract counterparty, the time to assume or reject may be
shortened," Mr. Waisman points out.

Mr. Waisman asserts that WKK's request to lift the stay so that it
could obtain alternative financing upon terms that would prime and
subordinate LBHI's liens in the collateral for the loan is equally
objectionable and without any basis in law.

"Given that LBHI cannot be compelled to make a premature decision
regarding assumption or rejection of the loan agreement, it is
inappropriate to address WWK's request for stay relief, which may
or may not be relevant after LBHI has had sufficient opportunity
to review the loan agreement and reach a decision to assume or
reject within the context of LBHI's overall business," Mr. Waisman
says.

"Most importantly, however, [WWK and its affiliates] are not
debtors in a chapter 11 case, and there is no judicial process to
non-consensually subordinate the rights of LBHI's interests," Mr.
Waisman adds.

In a statement filed with the Court, the Official Committee of
Unsecured Creditors expressed support for the Debtors, saying that
WWK and its affiliates did not provide a basis to compel the
Debtors to prematurely assume or reject the loan agreement.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Citigroup Asserts $75MM Adequate Protection Claim
------------------------------------------------------------------
James W. Giddens, as Trustee for the liquidation of the business
of Lehman Brothers, Inc., pursuant to the Securities Investor
Protection Act, and Citigroup, Inc., and its affiliates, including
Citibank, N.A., Citibank Japan Ltd., and Citibank Korea, have
entered into a stipulation under which the Citibank Affiliates
would turn over to the Trustee $75 million, potentially subject to
the Citibank Affiliates' Setoff Rights, and provide adequate
protection for the Citibank Affiliates involved in respect of the
Turnover Amount.

The Citibank Affiliates' ability to obtain adequate protection
depended on the Citibank Affiliates' filing an adequate protection
claim by March 10, 2009.  Citibank and the Trustee also agreed
that Citibank must move to assert its Setoff Rights, if any, by
March 13, 2009.  The stipulation has been approved by the U.S.
Bankruptcy Court for the Southern District of New York.

In an amended Court-approved stipulation, Citibank and the Trustee
have agreed to extend the date by which (i) any Citibank Affiliate
must file any claim for adequate protection in respect of the
Turnover Amount until March 31, and (ii) the date by which
Citibank must effectuate its Setoff Rights by April 30.

Citigroup and its affiliates, including Citibank N.A., Singapore
Branch and Citibank Japan Ltd., accordingly, have asked the Court
to allow its superpriority administrative expense claim for
$75,000,000 as adequate protection for Citibank's setoff rights.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 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 September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: HK Banks Sold Notes to "Vulnerable" Investors
--------------------------------------------------------------
Hong Kong banks sold notes related to Lehman Brothers Holdings,
Inc., to elderly, poorly educated and mentally ill people,
according to Nipa Piboontanasawat and Kelvin Wong at Bloomberg
News on April 28, 2009, citing a report by the Hong Kong Monetary
Authority.

The report was a result of an investigation conducted by the Hong
Kong Authority and was originally kept private.  The Hong Kong
Securities and Futures Commission has revealed that a total of
HK$13.9 billion or US$1.8 billion of the credit-linked Lehman
notes was sold to Hong Kong individuals, Bloomberg said.

According to the news agency, the report identified 102 cases
were complex and risky investments were sold by banks to
"vulnerable" investors, 15 cases of customer risk appetite being
incorrectly assessed due to computer system error, and 34
mistakes in documentation.  The central bank, Bloomberg said,
previously refused to disclose parts of its findings, arguing
that it would be "against public interest."  The bank later
agreed to reveal in closed meetings deleted parts of the report
to legislators.

Six Hong Kong investors -- Siu Lui Ching, Chun IP, Jin Liu, Yin
Ying Leung, Lai Mei Chan, Sing Heung on behalf of themselves and
other similarly situated Hong Kong investors -- filed an adversary
proceeding against HSBC USA, Inc., HSBC Bank PLC, Pacific
international Finance Limited, HSBC Bank (Cayman) Limited, HSBC
Holdings PLC, Scott Aitken, Cereita Lawrence, Sarah Coombs, Janet
Crawshaw, Sylvia Lewis, The Bank of New York Mellon Corporation,
and Lehman Brothers Special Financing Inc., in the U.S. Bankruptcy
Court for the Southern District of New York.  The complaint seeks
the return of $1.6 billion securing the collateral for structured
notes linked to LBHI rather than allow the Lehman estates to seize
the collateral.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 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 September 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 September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 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 September 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)


LIBERTY MUTUAL: Fitch Affirms 'BB+' Ratings on Junior Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Liberty Mutual Group, Inc.'s Issuer
Default Rating at 'BBB' and LMG's operating subsidiaries'
(collectively referred to as Liberty Mutual) Insurer Financial
Strength ratings at 'A-'.  The Rating Outlook remains Negative.

The affirmations are based on LMG's established and sustainable
positions in its chosen markets, benefits derived from the
company's multiple distribution channels, adequate core
underwriting earnings, and good liquidity profile.

The rating action also considers LMG's $1.8 billion decline in
statutory surplus at year-end 2008 compared to the prior year
level, worse than peer average profitability and capitalization
metrics, and limited financial flexibility.

The Negative Outlook reflects concerns about the ultimate effect
on profitability and capital of LMG's comparatively rapid growth,
primarily via acquisitions, during a period in which Fitch views
many of the company's business lines as being under material
downward rate pressure.  Further, the Negative Outlooks reflects
broader industry-wide and economic conditions that will likely
place additional strain on LMG to successfully integrate its
recent acquisitions while retaining run-rate profitability.  Fitch
believes that this will impinge on LMG's efforts to build capital
and reduce financial and operating leverage.

Fitch notes that the largest contributor to the surplus decline is
$3.6 billion of goodwill from LMG's September 2008 acquisition of
Safeco Corporation (Safeco) for $6.2 billion.  Much of this
goodwill is excluded from surplus due to regulatory limitations.

Fitch highlights that the goodwill created from the Safeco
acquisition, and to a lesser extent LMG's acquisition of Ohio
Casualty Group in 2007, has significantly reduced LMG's tangible
capital.  As of year end 2008, LMG's ratio of debt (excluding
equity credit assigned to hybrid securities) to tangible capital
increased to 52% compared to 30% prior year and was among the
highest in Fitch's universe of property/casualty insurers.  On an
equity credit adjusted basis, LMG's debt to tangible capital ratio
increased to 36% at year-end 2008 from 24% prior year.
Additionally, LMG's earnings based interest coverage fell to 4.2
times (x) in 2008 compared to 7.9x prior year.

LMG has taken several steps recently to improve the stability of
its asset portfolio including reducing the common equity exposure
to 2% of total invested assets at year-end 2008 from 6% at year-
end 2007 and avoiding riskier asset classes such as CDOs and hedge
funds investments.

Fitch notes that LMG's fixed income portfolio had a strong 'AA-'
average credit rating at year-end 2008.  However, Fitch is
cautiously watching the company's unrealized loss position as it
grew to $3.6 billion during the fourth quarter with almost half
the amount being in an unrealized loss position for more than 12
months.

Fitch has affirmed these ratings with a Negative Outlook:

Liberty Mutual Group, Inc.

  -- IDR at 'BBB';

  -- $281 million 4.875% notes due 2010 at 'BBB-';

  -- $187 million 7.25% notes due 2012 at 'BBB-';

  -- $260 million 8% notes due 2013 at 'BBB-';

  -- $180 million 7.3% notes due 2014 at 'BBB-';

  -- $500 million 5.75% notes due 2014 at 'BBB-';

  -- $250 million 6.7% notes due 2016 at 'BBB-';

  -- $3 million 7.63% notes due 2028 at 'BBB-';

  -- $250 million 7% notes due 2034 at 'BBB-';

  -- $500 million 6.5% notes due 2035 at 'BBB-';

  -- $500 million 7.5% notes due 2036 at 'BBB-';

  -- $300 million 7% junior subordinated notes due 2067 at 'BB+';

  -- $700 7.80% junior subordinated notes due 2087 at 'BB+';

  -- $1.25 billion 10.75% junior subordinated notes due 2088 at
     'BB+'.

Liberty Mutual Insurance Co.

  -- IDR at 'BBB+';
  -- $150 million 8.50% Surplus notes due 2025 at 'BBB';
  -- $250 million 7.875% Surplus notes due 2026 at 'BBB';
  -- $500 million 7.697% Surplus notes due 2097 at 'BBB'.

Ohio Casualty Corp

  -- IDR at 'BBB';
  -- $20 million 7.3% notes due 2014 at 'BBB-'.

Safeco Corporation

  -- IDR at 'BBB';
  -- $19 million 4.875% notes due 2010 at 'BBB-';
  -- $17 million 7.25% notes due 2012 at 'BBB-'.

Fitch has affirmed these ratings:

Liberty Mutual Group, Inc.

  -- Short-term IDR at 'F2';
  -- $1 billion Commercial Paper program at 'F2'.

Fitch has affirmed the IFS ratings of these members of Liberty
Mutual Inter-company Insurance Pool at 'A-' with a Negative
Outlook:

  -- Employers Insurance Company of Wausau
  -- Liberty County Mutual Insurance Company
  -- Liberty Insurance Corporation
  -- Liberty Insurance Underwriters, Inc
  -- Liberty Lloyd's of Texas Insurance Company
  -- Liberty Mutual Fire Insurance Company
  -- Liberty Mutual Insurance Company
  -- Liberty Personal Insurance Co
  -- LM General Insurance Company
  -- LM Insurance Corp
  -- LM Personal Insurance Company
  -- LM Property and Casualty Insurance Company
  -- The First Liberty Insurance Corp
  -- Wausau Business Insurance Company
  -- Wausau General Insurance Company
  -- Wausau Underwriters Insurance Company
  -- Liberty Insurance Co of America
  -- Liberty Mutual Personal Insurance Company
  -- Liberty Surplus Insurance Corp

Fitch has affirmed the IFS ratings of these members of Peerless
Insurance Inter-company Insurance Pool at 'A-' with a Negative
Outlook:

  -- America First Ins Co
  -- America First Lloyd's Ins Co
  -- American Ambassador Casualty Company
  -- Colorado Casualty Ins Co
  -- Consolidated Ins Co
  -- Excelsior Ins Co
  -- Globe American Casualty Co
  -- Golden Eagle Ins Corp
  -- Hawkeye-Security Ins Company
  -- Indiana Insurance Co
  -- Liberty Mutual Mid-Atlantic Ins Co
  -- Liberty Northwest Ins Co
  -- Mid-America Fire & Casualty
  -- Montgomery Mutual Ins Co
  -- National Ins Assoc
  -- North Pacific Ins Co
  -- Oregon Automobile Ins Co
  -- Peerless Indemnity Ins Co
  -- Peerless Insurance Company
  -- The Netherlands Ins Co
  -- Safeco Insurance Co. of America
  -- General Insurance Co. of America
  -- American States Insurance Co.
  -- American Economy Insurance Co.
  -- Safeco Insurance Co. of Illinois
  -- First National Ins. Co. of America
  -- Safeco National Insurance Co.
  -- American States Preferred Ins. Co.
  -- American State Insurance Company of Texas
  -- American States Lloyds Insurance Company
  -- Insurance Company of Illinois
  -- Safeco Surplus Lines Insurance Co.
  -- Safeco Lloyds Insurance Company
  -- Safeco Insurance Co. of Indiana
  -- Safeco Insurance Co. of Oregon
  -- The Ohio Casualty Ins. Co.
  -- American Fire & Casualty Co
  -- Avomark Ins. Co.
  -- Ohio Security Ins. Co.
  -- West American Ins. Co.
  -- Bridgefield Casualty Insurance Company
  -- Bridgefield Employers Insurance Company

Fitch has assigned an IFS rating of 'A-' with a Negative Outlook
to these members of Peerless Insurance Inter-company Insurance
Pool:

  -- Ohio Casualty of New Jersey
  -- The Midwestern Indemnity Company


LOREEN ELIZABETH AIKEN: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors: Loreen Elizabeth Aiken
               Scott Devery Aiken
               PO Box 582
               New Bern, NC 28563

Bankruptcy Case No.: 09-03570

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtors' Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

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

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

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

      http://bankrupt.com/misc/nceb09-03570.pdf

The petition was signed by the Joint Debtors.


LSP BATESVILLE: S&P Puts 'B' Rating on $246.2 Mil. Senior Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B' rating on LSP
Batesville Funding Corp.'s two tranches of senior secured bonds
currently totaling $246.2 million on CreditWatch with negative
implications.  The bonds helped to develop, design, build,
finance, own, operate, and maintain an 837 megawatt, natural-gas-
fired, combined-cycle plant in Batesville, Mississippi.  LSP
Batesville Funding was established to co-issue the bonds with LSP
Energy.

The CreditWatch placement follows S&P's increased concern that
cash from operations may be insufficient to achieve the minimum
1.1x coverage S&P views as appropriate for the 'B' rating on this
credit.  Despite markedly improved operating performance for the
first quarter of 2009, cash flows have been pressured by penalties
for the 2007 outage (which have now rolled off), lower J. Aron
payments under the relevant PPA as a result of the units' call
option repurchase, and, most recently, higher starts expenses
incurred under the recently executed long-term parts agreement
with Siemens Power Generation which are not fully offset by
starts-related payments under the project's two PPAs.


MACH GEN: S&P Raises Rating on $100 Mil. Working Facility to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating to
'BB-' from 'B+' on electricity generator MACH Gen LLC's
$100 million first-lien revolving working capital facility due
February 2012 ($20 million outstanding at unaudited Dec. 31, 2008,
down from $35 million at Dec. 31, 2007), and $60 million first-
lien synthetic letter of credit facility due February 2013 (fully
funded at Dec. 31, 2008, but does not appear on audit).

S&P removed the rating from CreditWatch with positive
implications, where S&P placed it on Oct. 16, 2008.  The outlook
is positive.  S&P also left unchanged the '1' recovery rating on
the first-lien senior secured debt obligations, reflecting S&P's
expectation of very high recovery of principal in the event of a
default.

The rating upgrade is a result of a significant decrease in first-
lien leverage during 2008, tempered by steadily increasing second-
lien payment-in-kind debt.  The $580 million senior secured first-
lien term loan B due February 2014 was fully amortized during 2008
following the sale of the Covert combined-cycle gas turbine
facility in South Haven, Michigan to Tenaska Capital Management in
December 2008.  The Covert facility provided 29% of 2007 net
operating revenue and had no power hedge agreement.  However,
because first-lien facilities remain outstanding, the project's
$838.9 million second-lien term loan C due February 2015 continues
to pay-in-kind with no mandatory interest or amortization,
accreting to $1.04 billion at unaudited Dec. 31, 2008, up from
$936.5 million at Dec. 31, 2007.

The positive outlook reflects S&P's view that the project's flow
of funds will gradually sweep sufficient excess cash flow within
several years to retire the first-lien debt by repaying the
remaining working capital revolver and cash-collateralizing the
synthetic letter of credit.


MARK IV: Files for Chapter 11 Bankruptcy Protection in New York
---------------------------------------------------------------
Mark IV has filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York.

The Company said it was taking this action to reduce its debt,
improve its capital structure and further strengthen its
competitive position.  None of Mark IV's operations outside of the
United States were included in the filing.  Mark IV's Intelligent
Vehicle Highway Systems (IVHS) operations were also excluded from
the filing.

The Company said it has already reached agreement in principle
with a steering committee of its senior lenders on a plan of
reorganization and new capital structure for the reorganized
Company.  The capital structure contemplated by the agreement in
principle is rational and consistent with the Company's long-term
operational and financial strategies.

The Company noted that since it already has an agreement in
principle in place on its restructuring with its secured lenders,
Mark IV expects to achieve plan confirmation and successfully
complete the reorganization expeditiously.

"Ours is a balance sheet problem, not an operational one.  The
actions we have announced today bring us closer to resolving that
issue," said Chief Executive Officer of Mark IV Power
Transmission, Jim Orchard.  "The Chapter 11 filing and the
progress we have already made with our senior lenders sets the
foundation for achieving a rational capital structure to support
the Company's business going forward."

Mark IV also announced that it has received commitments for up to
$90 million in debtor-in-possession (DIP) financing from a group
of lenders led by J.P. Morgan that will be used to fund post-
petition operating expenses, and to meet its obligations to
employees, customers, and suppliers.  A large portion of these
funds will also be used outside the U.S. to help ensure the
continued adequacy of working capital throughout the Company's
global business units.

"Although even during these challenging economic times most of our
businesses continue to generate double-digit EBITDA margins, the
fact remains that our debt load must be brought in line with our
current cash flows.  We have been encouraged by the vote of
confidence we have received from our senior lenders.  Their
willingness to provide us with DIP financing and invest in the
future of our company demonstrates their confidence in our
business model and our ability to achieve sustainable
profitability," said Mr. Orchard.

Recently, the Company has taken a number of steps to lower its
cost structure, including a 20 percent reduction of salaried work
force in its North American operations, closure of a North
American factory, and consolidation of redundant activities and
offices.

"While we have made significant progress in lowering our cost
structure and improving our operations, the next step to achieving
bottom-line, sustainable profitability after debt servicing is
restructuring our balance sheet.  We fully expect to emerge from
Chapter 11 as a stronger company with a capital structure that
supports our competitive strengths," Mr. Orchard said.

          IVHS & Int'l Operations Excluded From Filing

As the Company's operations outside the U.S. are not included in
the filing, Mark IV said it should have no impact on the ability
of its non-U.S. entities to serve customers or on its employees,
vendors, and other creditors.  "Our international operations are
well-positioned to weather today's difficult economic conditions.
Once the restructuring is complete, we feel our international
operations should be in an even better competitive position with
the support of a parent company that will be generating free cash
flow which will enable us to invest consistently and prudently to
grow our business worldwide," said Mr. Orchard.

The Company also emphasized that its IVHS business, the largest
supplier of electronic toll collection equipment in North America
is also excluded from the filing.  The Company stated that the
Chapter 11 filing will have no impact on IVHS' ability to continue
to design and manufacture superior products for electronic toll
collection and automated weigh station bypass on highway tolls,
turnpikes, tunnels and bridges.

          Will Meet Customer and Employee Obligations

Mark IV said it expects the restructuring process generally will
have no impact on day-to-day business operations, or its ability
to fulfill its obligations to its employees or its worldwide
customer base.  The Company said it has assured customers
worldwide that it will continue to meet their scheduling, delivery
and production needs in a timely manner, and remains strongly
committed to providing leading-edge technology, product
development, superior engineering, and outstanding service.

"With our DIP financing and the protections provided under Chapter
11 for post-petition purchases, we are confident our suppliers and
customers will continue to support us while we complete our
restructuring," Mr. Orchard said.

All of Mark IV's facilities and offices remain open for business,
and employees will continue to be paid and receive benefits, the
Company stressed.  Through the first-day motions, the Company has
requested that the Court authorize certain actions, including
entering into the DIP financing agreement, continuing wages and
benefits to employees without interruption and paying foreign
suppliers in the ordinary course of business.  Together these
motions, along with the other first day motions that were filed
with the Court, are designed to ensure that daily business
operations continue normally worldwide while Mark IV works to
restructure its balance sheet.

The Company established a Restructuring Information Line, which is
888-248-4460.  Outside the U.S., callers can dial +1 716-213-6855.
Additional information about the Company's Chapter 11
restructuring can also be found at www.MARKIVRESTRUCTURING.com.

                          About Mark IV

Mark IV Industries, Inc. -- http://www.mark-iv.com/--
headquartered in Amherst, New York, USA (http://www.mark-iv.com)
is a privately held leading global diversified manufacturer of
highly engineered systems and components for vehicles,
transportation infrastructure and equipment.  The Company's
systems and components are designed to promote a cleaner and safer
environment and include power transmission, air admission and
cooling, advanced radio frequency, and information display,
technologies.  The Company has a geographically diverse
innovation, marketing and manufacturing footprint.


MARK IV: Can Access $45 Million Portion of JPMorgan DIP Facility
----------------------------------------------------------------
Mark IV Industries, Inc., has received interim Court approval of
its $90 million debtor-in-possession financing, permitting it
immediate access of up to $45 million to continue operations, pay
employees wages and benefits and purchase goods and services going
forward during the restructuring period.  Mark IV had previously
received commitments for its DIP financing from J.P. Morgan Chase.
The final hearing on the DIP financing has been set for May 27,
2009 to approve the remainder of the DIP facility.

The company requested authorization of several first day motions
designed to ensure daily operations will continue normally during
the restructuring.  The "first-day" relief approved by Honorable
Stuart Judge Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York also provided the Company with
permission to pay certain pre-petition and post-petition employee
wages and benefits during its restructuring under Chapter 11,
continued use of its cash management systems, and payment of
certain amounts to foreign vendors.

"Receipt of interim approval of our DIP financing should provide
us with ample liquidity to fund operating expenses and meet
obligations during the restructuring, assuring that daily
operations continue as usual," said Chief Executive Officer of
Mark IV Power Transmission, Jim Orchard. "As we utilize the
Chapter 11 process to strengthen our balance sheet, our employees
worldwide remain focused on providing our customers with the
leading-edge technology, product development, superior
engineering, and outstanding service they have come to rely on
from Mark IV."

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment. The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display, technologies. The company has a
geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on April 30.  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

The Company has also established a Restructuring Information Line,
which is 888-248-4460. Outside the U.S., callers can dial +1 716-
213-6855. Additional information about the Company's Chapter 11
restructuring can also be found at www.MARKIVRESTRUCTURING.com.


MARK IV: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Mark IV Industries, Inc.
        501 John James Audobon Parkway
        Amherst, NY 14226

Bankruptcy Case No.: 09-12795

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aerospace Sub, Inc.                                09-12798
Armtek International Holding Company, Inc.         09-12800
Automatic Signal/Eagle Signal Corp.                09-12802
Dayco Products, LLC                                09-12803
F-P Displays, Inc.                                 09-12804
F-P Technologies Holding Corp.                     09-12805
Former Fuel Systems, Inc.                          09-12806
Luminator Holding L.P.                             09-12807
Luminator Service                                  09-12793
Mark IV Holdings, LLC                              09-12808
Mark IV Invesco, LLC                               09-12809
Mark IV IVHS Holding Corp.                         09-12811
Mark IV Pay Agent, Inc.                            09-12812
Mark IV Transportation Technologies Holding Corp.  09-12813
NRD, LLC                                           09-12814
Seebreeze Wireless Holdings, L.P.                  09-12815
Woods Liquidating Corp.                            09-12816

Related Information: Mark IV makes systems and components
                     for the automotive and transportation
                     industries.  Mark IV's business units
                     include: (a) power transmission, (b) air
                     intake & cooling, (c) intelligent vehicle
                     highway systems, and (d) information display
                     systems.

                     See http://www.mark-iv.com/

Chapter 11 Petition Date: April 30, 2009

Court: Southern District of New York

Judge: Stuart M. Bernstein

Debtors' Counsel: Jay M. Goffman, Esq.
                  Eric Ivester, Esq.
                  Matthew M. Murphy, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036
                  http://www.skadden.com
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

Debtors'
Restructuring Advisor: David Orlofsky, Managing Director
                       Tadd Crane, Director
                       Jose Alvarez
                       Jeffrey Genova
                       Zolfo Cooper
                       1166 Avenue of the Americas
                       24th Floor
                       New York, NY 10036
                       Tel: (212) 561-4000
                       Fax: (212) 561-4226
                       http://www.zolfocooper.com

Debtors'
Investment Banker and
Financial Advisor:     David Hilty
                       Saul Burian
                       Managing Directors
                       Houlihan Lokey
                       245 Park Avenue
                       New York, NY 10167
                       Tel: (212) 497-4100
                       Fax: (212) 661-3070
                       http://www.hl.com

Debtors'
Public Relations
Advisor:               Michael Sitrick
                       Maya Pogoda
                       Anita-Marie Laurie
                       Meghan Fancler
                       Sitrick and Company
                       1840 Century Park East, Suite 800
                       Los Angeles, CA 90067
                       Tel: (310) 788-2850
                       Fax: (310) 788-2855
                       http://www.sitrick.com

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Carlisle Power Transmission    Trade Debt        $1,238,023
Products Inc
Attn: Legal Department
2601 West Battlefield Road
Springfield, MO 65807
Tel: (417) 881-2367

Shanghai Sansi                 Trade Debt        $1,196,438
Technology Co.L
Attn: Accounts Payable
1280 Shuying Road
Shanghai 201100 China
Tel: (972) 248-3676

A J Rose Manufacturing         Trade Debt        $899,455
Company
Attn: Legal Department
38000 Chester Rd.
Avon, OH 44011-1086
Tel: (440) 934-2806

P P D Rubtech                  Trade Debt        $835,175

Kurt Manufacturing             Trade Debt        $796,248
Company

Regal Research &               Trade Debt        $701,254
Mfg. Co.

C & H Die Casting Inc          Trade Debt        $495,217

St Clair Die Casting Co        Trade Debt        $463,595

Dongil Rubber Belt America     Trade Debt        $424,266
Inc.

N T N Bearing Corp Of          Trade Debt        $405,109
America

Parker Hannifin                Trade Debt        $371,480
Corporation

New Flyer Industries           Trade Debt        $333,001

Clarion Sintered               Trade Debt        $321,009
Metals inc.

Team Pride Extrusions          Trade Debt        $302,189
Inc.

Working Capital                Trade Debt        $297,362
Solutions inc.

Avon Automotive                Trade Debt        $282,652

BBM, Inc.                      Trade debt        $275,287

Daimler Buses North            Trade Debt        $265,890
America Inc.

Preferred Rubber               Trade Debt        $255,661
Compound

G M B North America Inc        Trade Debt        $236,987

Mehler Engineered              Trade Debt        $220,605
Products

Leemah Electronics             Trade Debt        $210,882

Spectrum Plastics              Trade Debt        $208,949
Group

Jason industrial, inc.         Trade debt        $198,093

Precision Technology Inc.      Trade debt        $187,314

Ellis Packaging Limited        Trade Debt        $183,927

Warren Screw Products          Trade Debt        $157,911

Liberty Mutual                 Insurance Claim   $154,339

Gavco Plastics, Inc.           Trade debt        $152,076

Schaeffler Group USA, Inc.     Trade debt        $142,536

Gold Key Processing Ltd        trade debt        $140,627

Interwire Products -           trade debt        $140,107
Michigan Inc.

Veritas Technologies           trade debt        $139,360

Unique Molded Products         trade debt        $135,787

LGS                            trade debt        $134,488

H B D Industries, Inc.         Trade debt        $125,839

Victory Packaging              trade debt        $124,981

M W Gilco                      trade debt        $118,077

Pinner Wire & Cable, Inc.      Trade debt        $111,700

Custom Extrusion, Inc.         Trade debt        $107,969

Griffith Rubber Mills          trade debt        $104,910

Lloyd roofing co. Inc.         Trade debt        $99,000

Multi-Craft Contractors        trade debt        $97,745

American Precision Die         trade debt        $91,791
Casting LLC

Triangle Machine               trade debt        $86,769
Products

N S K Corporation              trade debt        $86,400

Ruta Auto Supplies, Inc.       Trade debt        $81,600

Industrial Mechanical, Inc.    Trade debt        $75,176

National Technical Systems     trade debt        $75,050

The petition was signed by Mark G. Barberio, vice president
and chief financial officer.


MBIA INC: S&P Keeps Sr. Sec. Debt Ratings on Central Plains Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB+'
senior secured debt rating on Central Plains Energy Project's
$240.3 million fixed-rate gas project revenue bonds series 2007A
and the $288.9 million index-rate gas project revenue bonds series
2007B.  The outlook is negative.

The affirmation incorporates S&P's review of the repurchase
contract established to replace the guaranteed investment
contracts provided by MBIA Inc. (BB+/Negative/--).  After
carefully reviewing the repurchase agreement, S&P has deemed the
contract to be insufficient to delink the ratings on MBIA from the
ratings on the transaction.

The over collateralization levels under the CPEP repurchase
agreement are below the required levels under Standard & Poor's
counterparty criteria.

"In addition, the repurchase agreement does not include the
covenants related to additional collateral and replacement upon a
downgrade below 'BBB+' required under our criteria," said Standard
& Poor's credit analyst Kenneth L. Farer.

The ratings and outlook are tied to the various transaction
participants, which include:

  -- Goldman Sachs Group Inc. (A/Negative/A-1), which guarantees
     the obligations of J. Aron & Co. (not rated), CPEP's gas
     supplier.

  -- The Royal Bank of Scotland PLC (RBS; A+/Stable/A-1), the
     fixed-price commodity swap counterparty;

  -- MBIA Inc., the GIC provider, supported by a guarantee by MBIA
     Insurance Corp. (MBIA; BBB+/Negative/--);

  -- The Omaha Metropolitan Utilities District (OMUD; AA/Stable/--
     ; 94% of gas volumes); and

  -- The Municipal Gas Utility of the City of Cedar Falls, Iowa
      (CFU; not rated, 6%).

CPEP is a special-purpose vehicle established to issue the bonds,
the proceeds of which funded the prepayment for 100 billion cubic
feet of gas for delivery to CPEP over 20 years.  CPEP sells these
gas volumes to two municipal gas utilities at the first-of-the-
month index price, minus a predetermined discount.

The negative outlook on CPEP's bonds reflects the current outlook
on MBIA Insurance Corp. as the guarantor to the repurchase
agreement supporting the debt service and working capital
reserves.  S&P could revise the ratings and outlook to the extent
that S&P revises the ratings on MBIA, or S&P lowers the rating on
another counterparty and it becomes the primary ratings constraint
on the transaction.

The negative outlook on MBIA reflects Standard & Poor's view that
adverse loss development on the structured finance book could
continue.  A revision of the outlook to stable will depend on,
among other factors, greater certainty of ultimate potential
losses as well as the orderly runoff of the book of business.


MEG ENERGY: S&P Changes Outlook to Negative; Affirms 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alberta-based MEG Energy Corp. to negative from stable.
At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating and its 'BB+' first-lien bank rating on
the company.  The recovery rating is unchanged at '1', and
reflects S&P's opinion of a very high (90%-100%) expectation of
recovery in a default scenario.

"The outlook revision reflects our concern for potential weaker
cash flows and profitability than previously expected from MEG's
22,000 barrel-per day Phase II project, if prices remain at
current levels," said Standard & Poor's credit analyst Jamie
Koutsoukis.  As a result, debt-to-cash flows metrics might not
improve to levels commensurate with the rating median.  S&P's
decision to affirm the ratings reflects MEG's financial risk
profile, which benefits from strong equity support and ample
liquidity. "We believe the company has sufficient liquidity to
funds its capital requirements through 2010, and expect cash flow
past 2010 to support MEG's debt and sustaining capital expenditure
commitments for its operating assets," Ms. Koutsoukis added.

In S&P's view, the ratings on MEG reflect the company's lack of
meaningful internal cash flow generation until Phase II of its
Christina Lake project begins producing; execution risk of
bringing its projects online; and its exposure to heavy oil
differentials once production begins.  S&P believes the above-
average reserve life index of MEG's oil sands leases, and the
expected stable production profile with negligible finding costs
associated with oil sands extraction somewhat mitigate these
constraints.

The negative outlook reflects Standard & Poor's concern for
potential weaker-than-expected cash flows and profitability from
MEG's 22,000 barrel-per-day Phase II project, if prices remain at
current levels.  Although initial results on Phase I production
performance provide a level of confidence that the Christina Lake
project's cost profile and operating performance will produce
positive netbacks at Standard & Poor's long-term price assumption
of a US$60 West Texas Intermediate price, should oil prices not
recover, debt-to-cash flows metrics might not improve to levels
commensurate with the rating-category median.  A downgrade is
possible if there are delays in the second 22,000 barrel-a-day
project coming online and MEG uses additional debt to fund any
cash shortfall related to bringing the project onstream. S&P could
also lower the ratings if oil prices do not trend toward S&P's
long-term price assumption as production from the Phase II
projects ramps up.  Conversely, an outlook revision to stable
would require an improvement in the hydrocarbon price environment
coupled with MEG achieving and sustaining its Phase II production
targets in 2010 and 2011.


MID-TOWN PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Mid-Town Properties, LLC
        P.O. Box 10250
        Portland, ME 04104

Bankruptcy Case No.: 09-20607

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Peter G. Cary, Esq.
                  Mittel Asen, LLC
                  85 Exchange Street
                  P.O. Box 427
                  Portland, ME 04112
                  Tel: (207) 775-3101
                  Email: pcary@mittelasen.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 William P. Simpson, managing member of
the Company.


MORTON INDUSTRIAL: Moves to Sell All Assets on May 15
------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware approved bidding procedures to govern
the sale of substantially all assets of Morton Industrial Group
Inc. and its debtor-affiliates.

Judge Shannon set May 13, 2009, at 5:00 p.m., as deadline for
interested purchasers to submit their offer for the Debtors'
assets.  An auction will take place on May 15, 2009, at 9:00 a.m.,
followed by a sale hearing on May 21, 2009, 2:00 p.m.  Objections
to the sale, if any, are due May 18, 2009, by 4:00 p.m.

The Debtor has yet to select a stalking horse bidder.

AlixPartners has been selected as financial advisor to assist the
Debtors in connection with the sale.

A full-text copy of the Debtors' asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?3c47

A full-text copy of the Debtors' bidding procedures is available
for free at http://ResearchArchives.com/t/s?3c48

                About MMC Precision Holdings Corp.

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.

The Debtor and its debtor-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.
Roberta A. DeAngelis, United States 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 Debtors listed estimated assets of
$50 million to $100 million and estimated debts of $100 million to
$500 million.


NAILITE INTERNATIONAL: Court Sets May 18 General Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established May 18, 2009, at 4:00 p.m., prevailing Eastern Time,
as the general bar date for filing of proofs of claim in Nailite
International, Inc.'s bankruptcy case.

Governmental units have until August 12, 2009, at 4:00 p.m.,
prevailing Eastern Time, to file proofs of claim.

Proofs of claim must be filed so as to be physically received on
or before the applicable bar dates, at:

  a) if by first-class mail:

     The Garden City Group, Inc.
     Attn: Nailite International, Inc.
     P.O. Box 9348
     Dublin, OH 43017-4248

  b) if delivered in person, by hand-delivery or overnight mail:

     The Garden City Group, Inc.
     Attn: Nailite International, Inc.
     5151 Blazer Pkwy, Suite A
     Dublin, OH 43017

  with a copy to:

  Potter Anderson & Corroon LLP
  Attn: Steven M. Yoder, Esq.
  1313 North Market Street
  Wilmington, Delaware 19801

                    About Nailite International

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com-- produces injection
polypropylene based cedar and masonry replica siding.  The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.  Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.

Nailite International filed for Chapter 11 on February 13, 2009
(Bankr. D. Del. Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the company
estimated assets and debts of between $50 million and
$100 million each.


NAILITE INTERNATIONAL: Court Okays Sale of Assets to Premier
------------------------------------------------------------
At a sale hearing on April 13, 2009, the U.S. Bankruptcy Court for
the District of Delaware approved the sale of substantially all of
the assets of Nailite International, Inc., to Premier Exteriors,
LLC, free and clear of all liens, encumbrances and other
interests.  Premier submitted the highest and best offer at the
auction on April 8, 2009.

Premier is a secured creditor of the Debtor, having purchased the
Debtor's first lien debt in January 2009, and under which Premier
holds a claim of at least $18 million.  A portion of the purchase
price paid by Premier was a credit bid of $8 million.

As reported in the Troubled Company Reporter on March 18, 2009,
Nailite International Inc. obtained from the U.S. Bankruptcy
Court for the District of Delaware (i) approval to further market
its business at an auction on April 8, and (ii) final approval for
$3 million of debtor-in-possession financing from Premier.

Nailite will sell its business to Premier, an Aurora, Illinois-
based siding and window installer, absent higher and better bids
for the Debtor's assets.

Competing bids are due April 6, two days before the auction.  The
Court will consider approval of the sale to Premier Exterior or
the winning bidder at the auction on April 13.

On February 27, 2009, the Debtor entered into an asset purchase
agreement with Premier.  Premier proposed to acquire the assets
for a total purchase consideration, calculated as of the Closing
Date, equal to: (i) obligations in the amount of $8.0 million
outstanding as of the Petition Date including the outstanding
principal balance of the Notes, plus the amount of any accrued and
unpaid interest payable through the Auction Date; plus (ii) cash
in the amount of $650,000; plus (iii) assumption of certain
liabilities.

A full-text copy of the Asset Purchase Agreement between Nailite
and Premier, dated as of February 27, 2009, is avalable for free
at http://bankrupt.com/misc/Nailite.PremierAPA.pdf

                    About Nailite International

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com-- produces injection
polypropylene based cedar and masonry replica siding.  The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.  Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.

Nailite International filed for Chapter 11 on February 13, 2009
(Bankr. D. Del. Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the company
estimated assets and debts of between $50 million and
$100 million each.


NEENAH PAPER: S&P Changes Outlook to Negative; Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Alpharetta, Georgia-based Neenah Paper Inc. to negative from
stable.  At the same time, S&P affirmed all of the company's
ratings, including its 'B+' corporate credit rating.

"The outlook revision reflects our assessment that Neenah's
operating performance will likely remain pressured during the next
several quarters due to weaker end-market demand as a result of
the challenging operating environment," Standard & Poor's credit
analyst Andy Sookram said.  "As a result, S&P expects credit
measures will likely deteriorate during this period to a level
that, in our opinion, would be considered weak for the 'B+'
rating."

The 'B+' rating reflects Neenah's participation in mature end-
markets, modest-size operations relative to larger competitors,
vulnerability of earnings to changes in volatile pulp prices,
exchange rates, chemical, and energy costs, and a somewhat weak
financial profile for the rating.  The company's good market
positions in key products and improving cost position somewhat
offset these factors.

The negative outlook reflects S&P's assessment that operating
performance will remain challenged during the next several
quarters due to continued weak end-market demand, resulting in
credit measures that S&P would consider to be somewhat weak for
the current rating, given the company's vulnerable business risk
profile.  Specifically, S&P believes debt to EBITDA will remain
over 5x, driven by weak earnings, despite lower debt balances due
to cash flow generation.


NEWARK GROUP: Moody's Downgrades Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of The Newark Group Inc. to Ca from Caa3 and changed the
Probability of Default Rating to Ca/LD from Caa3.  Concurrently,
the rating on the senior secured credit-linked facility was
lowered to Caa2 from Caa1 and the rating on the senior
subordinated notes was lowered to C from Ca.  Moody's affirmed the
SGL-4 Speculative Grade Liquidity rating.  The ratings outlook
remains negative.

On March 15, 2009, TNG failed to make the semi-annual interest
payment due the holders of its $175 million senior subordinated
notes.  The Company was entitled to a 30 day grace period with
respect to such payment default.  On April 7, 2009, TNG announced
it has entered into a Limited Waiver and Forbearance Agreement
with the note holders that extends the grace period until May 31,
2009.  However, Moody's deems a default to have occurred when an
interest payment is not made by the end of the original grace
period, regardless of whether an Event of Default has been
declared by note holders.

Furthermore, TNG is in covenant default under its asset-based
senior secured revolving credit facility and the $90 million
credit-linked loan facility.  The forbearance agreement on the ABL
(unrated by Moody's) expires on April 30, 2009.

Moody's downgraded these ratings:

Corporate Family Rating, to Ca from Caa3

Probability of Default Rating, to Ca/LD from Caa3

  -- $90 million senior secured credit-linked facility due 2012,
     to Caa2 (LGD2, 22%) from Caa1 (LGD2, 22%)

  -- $175 million senior subordinated notes due 2014, to C (LGD5,
     75%) from Ca (LGD5, 75%)

This rating was affirmed:

  -- Speculative Grade Liquidity Rating, SGL-4

The negative outlook reflects continued uncertainty regarding
TNG's viability as a going concern. Should an event of default
occur across all rated debt, Moody's would likely change the PDR
to Ca/D and withdraw the ratings approximately three days
thereafter.  For additional information, refer to the Credit
Opinion located on moodys.com.

The last rating action occurred on January 28, 2009 when Moody's
downgraded TNG's Corporate Family Rating to Caa3.

The Newark Group Inc., headquartered in Cranford, New Jersey, is
an integrated producer of 100% recycled paperboard and paperboard
products in North America and Europe.  For the twelve months ended
October 31, 2008, the company generated revenues of approximately
$1 billion.


NYMAGIC INC: Fitch Withdraws 'BB-' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has withdrawn these ratings on NYMAGIC, Inc., which
were on Negative Outlook:

NYMAGIC, INC.

  -- Issuer Default Rating at 'BB-';
  -- $100 million senior debt 6.5% due March 15, 2014 at 'B+'.

Fitch will no longer provide rating coverage of these entities.


OPUS SOUTH: Wants to Auction Substantially All Assets on June 12
----------------------------------------------------------------
Opus South Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   a) approve the sale of substantially all assets of the Debtors
      at an auction free and clear of liens, claims, encumbrances
      and other interest;

   b) authorize the assumption, assignment, and sale of certain
      executory contracts and unexpired leases;

   3) authorize the $50,000 surcharge of secured lenders'
      collateral; and

   4) approve bidding procedures in advance of an auction.

The Debtors have not selected a stalking horse bidder.

The Debtors propose to hold the auction on June 12, 2009, at
10:00 a.m., Prevailing Delaware Time, at the law offices of
Greenberg Turig, LLP, at The Nemours Building, 1007 North Orange
Street, Suite 1200, Wilmington, Delaware.

The deadline for submitting any and all competing bids will be on
June 8, 2009, at 5:00 p.m., Prevailing Delaware Time.

The Debtors ask that the Court schedule a final hearing to approve
the transactions on July 22, 2009.  All objections to any
transaction are due on June 15, 2009, at 5:00 p.m., Prevailing
Delaware Time.

The closing of a transaction will take place on or before June 29,
2009, except upon the waiver of the requirement by the Debtors.

The Debtors also ask that the Court set a hearing on or before
May 7, 2009, to approve the bidding procedures and to set the
auction and other related dates, including the final hearing.

In addition, the Debtors ask that the Court's order approving the
bidding procedures provide that each secured lender of any Debtor
be deemed a qualified bidder for all purposes.

A full-text copy of the Asset Purchase Agreement is available for
free at http://bankrupt.com/misc/opussouth_apa.pdf

                   About Opus South Corporation

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq. at Greenberg Traurig, LLP represents the Debtors in
their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


PARKSIDE PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Parkside Properties, LLC
        P.O. Box 10250
        Portland, ME 04104

Bankruptcy Case No.: 09-20601

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  Email: sanderson@bernsteinshur.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 William P. Simpson, managing member of
the Company.


PARKWAY INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Parkway Investment Properties, Inc.
        1112 E Donegan Ave.
        Kissimmee, FL 34744

Bankruptcy Case No.: 09-05938

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Kevin E. Mangum, Esq.
                  Mangum & Associates PA
                  5100 Highway 17-92
                  Suite 200
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  Email: kevin@mangum-law.com

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

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

A full-text copy of the Debtor's petition, including its list of 3
largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/flmb09-05938.pdf

The petition was signed by Barry Lee Compton, president of the
Company.


PHILIP DANIEL SHEETS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Philip Daniel Sheets
                 dba Del's Hide-a-Way Park
                 dba Pen-Tec Industries, Inc.
               Pamela Jean Sheets
                 dba Del's Hideaway Park, Ltd.
                 dba Pen-Tec Industries, Inc.
               PO Box 6901
               Albuquerque, NM 87197-6901

Bankruptcy Case No.: 09-11869

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: Gary B. Ottinger, Esq.
                  PO Box 1782
                  Albuquerque, NM 87103-1782
                  Tel: (505) 246-8699
                  Fax: (505) 246-9104
                  Email: gboecfiles@qwestoffice.net

Total Assets: $2,814,985

Total Debts: $1,611,432

According to its schedules of assets and liabilities, $1,498,196
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

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/nmb09-11869.pdf

The petition was signed by the Joint Debtors.


PHOENIX FOOTWEAR: Expects to Wipe Out Bank Debt After Tandy Deal
----------------------------------------------------------------
Phoenix Footwear Group, Inc., entered into an agreement with Tandy
Brands Accessories, Inc. relating to its accessories business,
Chambers Belt Company.  Based in part on the full implementation
of this transaction, the Company expects to be able to fully
extinguish its outstanding bank debt during fiscal 2009, according
to its filing with the Securities and Exchange Commission dated
April 29.

The exclusive Wrangler licenses held by Phoenix's Chambers
division for leather belts and accessories terminate December 31,
2009, for the mass market; and December 31, 2010, for the western
market.  Wrangler Apparel, Inc., has advised Phoenix of its intent
to directly enter the accessories business and take in-house and
not renew its Wrangler mass license.  These licenses have
historically been the basis of a substantial portion of Chambers'
revenue.  In the wake of this development, Phoenix decided to sell
its private label accessories business and certain assets to Tandy
Brands Accessories, Inc.

Under the terms of the transaction, Tandy will purchase Chambers'
manufacturing equipment, certain inventory at cost, certain
intellectual property and customer relationships.  Tandy is
expected to hire certain individuals to assist in transitioning
customer relationships and related revenue. As part of the
purchase price, Tandy will pay $500,000 plus acquired inventory
costs in immediately available funds at closing and a percentage
of the revenue generated by this business in the 12 months
following the closing, including a $430,000 advance payment in
immediately available funds at closing.

The assets being sold do not include Chambers' cash and cash
equivalents or accounts receivables. After the closing, Chambers
plans to collect these receivables.  Following the closing,
Phoenix plans to wind down Chambers' remaining operation as the
Wrangler licenses expire unrenewed.  As part of the Tandy
transaction, at closing Tandy and Chambers may enter into a
manufacturing and supply agreement which would provide Chambers
with the ability to purchase product to fulfill Wrangler orders
during the remaining term of the license agreement.

Phoenix has exited its Tommy Bahama license.  Since the
announcement, Phoenix has completed the liquidation of its TB
inventory and ceased related operations.  After collecting its
outstanding receivables and paying related exit costs, Phoenix
expects the wind down of this business to generate net proceeds of
approximately $2.5 million.

On a combined basis the Chambers and Tandy transactions are
expected to generate net cash in excess of $14 million when fully
implemented and should allow Phoenix to extinguish its outstanding
bank debt in full.

The closing of the Chambers transaction is subject to standard
closing conditions, including the consent of Phoenix's bank.
Phoenix expects the Chambers transactions to close early in the
third quarter of fiscal 2009.

Concurrent with entering into these transactions, the Board of
Directors of Phoenix has dissolved its Special Committee. The
Company has no current plans to consider additional strategic
options.

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
Company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                         *     *     *

As reported by the Troubled Company Reporter on April 27, 2009,
Phoenix Footwear has been in continuing default on its bank debt
since September 27, 2008.  As a result of this and the fact that
the Company has had net losses for the past two fiscal years, the
Company's independent registered public accountants -- Grant
Thornton LLP, in Irvine, California -- have included a going
concern explanatory paragraph in their report on the Company's
financial statements included in the Company's Annual Report on
Form 10-K for the 2008 fiscal year that the Company filed with the
Securities and Exchange Commission.

The Company reported net loss from continuing operations of
$14.2 million for the fourth quarter of 2008, compared to a net
loss from continuing operations of $12.8 million for the fourth
quarter of fiscal 2007.  For the full 2008 fiscal year, net losses
from continuing operations totaled $18.8 million.  In fiscal 2007,
the Company recorded a net loss from continuing operations of
$16.6 million.  As of January 3, 2009, the Company had
$33.1 million in total assets, $21.7 million in total liabilities,
and $11.3 million in stockholders' equity.


PHOENIX MOTORCARS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Josie Garthwaite at Earth2tech.com reports that Phoenix MC, Inc.,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Central District of California.

Earth2tech.com relates that Phoenix MC, backed by Dubai-based
investor Al Yousuf, was scheduled for a hearing on April 30 in
Riverside to help it keep utility service, or keep the lights on
and the water running at its offices.  Court documents say that
Phoenix MC requested the emergency hearing to deem the utilities
"adequately assured" of the Company's future performance and to
set up procedures for working out "requests for additional
assurance" like payment, to ensure that the utility has reason to
think it will be paid, eventually, so that it will continue
service.

Phoenix MC's Web site states that that in December 2008 it planned
to launch all-electric vehicles and EV infrastructure for the
fleet market in Maui by 2009.  Earth2tech.com relates that the
Company's investor and onetime battery supplier, Altair
Nanotechnologies said in a press release in April 2009 about its
2008 financial results that the Company's common stock on its
books, valued at $106,000 as of December 31, 2007, had been
written down to $18,000 "due to an impairment that management
believes is other than temporary."

Ontario, California-based Phoenix MC, Inc. -- aka Phoenix Motor
Cars, Inc., Phoenix Motorcars, and Phoenix Motor Cars -- filed for
Chapter 11 bankruptcy protection on April 27, 2009 (Bankr. Case
C.D. Calif. No. 09-18312).  Scott H. Yun, Esq., who has an office
in Los Angeles, California, assists the Company in its
restructuring efforts.  The Company listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in debts.


PITT PENN HOLDING: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Pitt Penn Holding Company, Inc.
        426 Freeport Road
        Creighton, PA 15030

Bankruptcy Case No.: 09-11475

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Pitt Penn Oil Company, LLC                     09-11476

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Pace Reich, Esq.
                  726 Meetinghouse Road
                  Elkins Park, PA 19027
                  Tel: (215) 887-0130
                  Fax: (215) 887-5617
                  Email: pacereichpc@msn.com

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

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

A full-text copy of the Debtor's petition, including its list of 1
largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/deb09-11475.pdf

The petition was signed by Michael F. Dignazio, vice president of
finance of the Company.


POWER EFFICIENCY: Hires BDO Seidman as Auditors to Replace Sobel
----------------------------------------------------------------
Power Efficiency Corp. dismissed Sobel & Co., LLC, as the
Company's independent registered public accounting firm.  The
Company's audit committee approved the termination.

On April 27, the Company's audit committee approved the engagement
of BDO Seidman, LLP, as its new independent registered public
accounting firm.

Sobel's audit report dated March 30, 2009, which was included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2008, noted that the Company "has suffered recurring
losses from operations, and the Company has experienced a
deficiency of cash from operations.  These matters raise
substantial doubt as to the Company's ability to continue as a
going concern."

During the Company's two most recent fiscal years and the
subsequent interim period through April 23, 2009, there were no
disagreements with Sobel on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which disagreement, if not resolved to Sobel's
satisfaction, would have caused Sobel to make reference to the
subject matter of the disagreement in connection with its report.

Power Efficiency has not consulted with BDO Seidman during its two
most recent fiscal years or during the subsequent interim period
through April 27, 2009, regarding the application of accounting
principles to a specific completed or proposed transaction, or the
type of audit opinion that might be rendered on the Company's
financial statements, or as to any disagreement or reportable
event.

                    About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF) --
http://www.powerefficiency.com/-- is a green energy company
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15%-35% in appropriate application.


QUANTUM CORP: March 31 Balance Sheet Upside-Down by $117.7 Million
------------------------------------------------------------------
Quantum Corporation last week reported financial results for the
fiscal fourth quarter and year ended March 31, 2009.

Quantum Corporation had $551.5 million in total assets; and
$215.7 million in total current liabilities and $453.5 million in
total long-term liabilities, resulting in $117.7 million in
stockholders' deficit as of March 31, 2009.

The Company said revenue for its fiscal fourth quarter ended
March 31, 2009, was $168 million and that revenue for the full
fiscal year 2009 was $809 million.

GAAP gross margin rates were 37.5% for the quarter and 37.9% for
the year, the highest yearly rate in eight years.  The company had
a GAAP net loss of $10 million for FQ4'09, or four cents per
share.  This loss included $9 million in amortization of
intangibles, $3 million in stock-based compensation charges and
$2 million in restructuring costs, and the net impact of these
items reduced earnings per share on a diluted basis by
approximately six cents.

For the full year, the GAAP net loss was $356 million, or $1.70
per share, and included a non-cash charge of $339 million in the
third fiscal quarter for goodwill impairment as well as
$40 million in amortization of intangibles, $11 million in stock-
based compensation charges and $7 million in restructuring costs.
The net impact of these items reduced FY09 earnings per share on a
diluted basis by $1.89 per share.

Relative to the comparable periods for fiscal year 2008, Quantum's
total revenue declined 27% for the quarter and 17% for the year.
Although these declines were partly due to the impact of the
global economic crisis in the second half of FY09, they also
resulted from the company's strategy of shifting its sales mix
toward higher margin opportunities.  The success of this strategy
is reflected in the year-over-year improvement in gross margin
rates: from 33.0% in FQ4'08 to 37.5% in FQ4'09 and from 32.7% in
FY08 to 37.9% in FY09.

On a GAAP basis, operating expenses were $67 million for the
quarter, which was down from $82 million in FQ4'08, and
$634 million for the year, which was up from $327 million in FY08
due largely to the $339 million goodwill impairment charge in the
third quarter.

Quantum generated $38 million in cash from operations for the
quarter and $88 million for the full year.  This strong cash
generation enabled the company to pay down $92 million of its
senior debt in FY09, a 27% reduction from the balance outstanding
at the end of FY08.

Quantum's product revenue, which includes sales of the company's
hardware and software products, totaled $112 million in FQ4'09.
This represented a net decrease of $51 million over FQ4'08,
reflecting expected reductions in OEM revenue as well as
additional shortfalls in both OEM and branded tape revenue due
principally to customers reducing their spending in response to
the difficult economic environment.

Disk systems and software revenue, inclusive of related service
revenue, was $24 million in the March quarter.  This was up 93%
over the comparable period in FY08, reflecting the addition of
deduplication software license revenue from EMC, the addition of
DXi7500 revenue, and an increase in StorNext(r) software sales.
For the full year, Quantum's disk systems and software revenue
grew by 79%, inclusive of related service revenue.

Quantum has continued to enhance its DXi7500 platform, increasing
usable disk capacity by 22% and incorporating new software
features for multi-site, multi-tier operations, including more
replication options and additional choices for direct tape
creation from disk.  The company also continued to see strong
validation from customers regarding the benefits of its DXi(tm)
solutions, as indicated by the results of a third-party survey.

Seventy percent of respondents had reduced their disk backup
requirements by at least 85% with the DXi7500, and 45% of all DXi
users responding had reduced their backup window by at least half.
Equally important in these times of tight budgets, nearly 60% had
cut their backup costs by more than 10%, with 25% experiencing
cost savings of more than 40%.

Quantum also finished FY09 with continued momentum in the core
markets where its StorNext data management software is sold, most
notably Media and Entertainment.  Leveraging new partnerships, the
company increased StorNext's footprint at studios, broadcasters
and post-production houses as well as in High Performance
Computing, Life Sciences and Genomics environments.

                     About Quantum Corp

San Jose, California, Quantum Corporation --
http://www.quantum.com/-- is a global storage company
specializing in backup, recovery and archive solutions. The
Company provides an integrated range of disk, tape and software
solutions.  Quantum's solutions are all designed to provide
information technology (IT) departments in a variety of
organizations with tools for protecting, retaining and accessing
their digital assets.  The Company sells its products via its
branded channels and through original equipment manufacturers
(OEMs), such as Dell, Inc., Hewlett-Packard Company, International
Business Machines Corporation and Sun Microsystems, Inc., Quantum
divides its products into three categories: tape automation
systems; disk- based backup systems and data management software,
and devices and media.  The devices and media category includes
removable disk drives, standalone tape drives and media products.
The Company works with a network of value-added resellers, OEMs
and other suppliers to meet customers' data protection need

                           *     *     *

As reported by the TCR on April 7, 2009, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on
Quantum Corp. to 'CC' from 'B-'.  In addition, S&P lowered the
issue-level rating on the company's subordinated rating to 'C'
from 'CCC'.  These ratings are on CreditWatch with negative
implications.  S&P also placed its senior secured issue-level
rating of 'B-' on CreditWatch with developing implications.  The
recovery ratings for the debt issue- level ratings are unchanged.
"These actions follow the company's announcement that it commenced
a cash tender offer to purchase up to $142 million in aggregate
principal amount of its outstanding


RELATED PARTNERS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Related Partners Group, LLC
        21888 Beck Drive
        Elkhart, IN 46516

Bankruptcy Case No.: 09-32002

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: John W. VanLaere, Esq.
                  Jones Obenchain, LLP
                  600 Key Bank Building
                  202 South Michigan Street
                  South Bend, IN 46634
                  Tel: (574) 233-1194
                  Fax: (574) 233-8957
                  Email: emilyh@jonesobenchain.com

Total Assets: $5,000,010

Total Debts: $3,384,709

According to its schedules of assets and liabilities, $3,099,709
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/innb09-32002.pdf

The petition was signed by Mark Perkins, president of the Company.


REVLON INC: Elects Four New Executive Officers Effective May 1
--------------------------------------------------------------
The Boards of Directors Revlon Inc. and Revlon Consumer Products
Corp. have elected David L. Kennedy as Vice Chairman of Revlon and
RCPC, effective May 1.

To reflect his new roles and responsibilities, Mr. Kennedy's
employment agreement, among other things, reflects his new
position as Vice Chairman, reduces his annual base salary to
$650,000 and eliminate his bonus eligibility.

Mr. Kennedy has also been appointed as Senior Executive Vice
President of MacAndrews & Forbes Holdings Inc., which is wholly
owned by Ronald O. Perelman, and which beneficially owns as of
this date approximately 58% of Revlon's outstanding Class A common
stock, 100% of Revlon's Class B common stock and approximately 61%
of Revlon's combined outstanding shares of Class A and Class B
common stock, which together represent approximately 75% of the
combined voting power of such shares.

On April 29, 2009, the Boards of Directors of Revlon and RCPC had
elected Alan T. Ennis as President and Chief Executive Officer,
succeeding Mr. Kennedy in such positions.  The election follows
Mr. Ennis' election in March 2009 as a Director of Revlon and
RCPC.

Mr. Ennis' employment agreement been further amended and restated
to, among other things, reflect his new position and
responsibilities as President and Chief Executive Officer, set his
annual base salary at $875,000 and set his target bonus at 100% of
base salary and maximum bonus target at 150% of base salary.

The Boards of Directors of Revlon and RCPC had elected Chris
Elshaw as Executive Vice President and Chief Operating Officer of
Revlon and RCPC.  In this role, Mr. Elshaw will oversee the
Company's U.S. Region and its international regions, including
Asia Pacific, Latin America and Europe.

Mr. Elshaw will serve as the Company's Executive Vice President
and Chief Operating Officer at an annual base salary of not less
than $700,000, with a target bonus of 75% of his base salary and a
maximum target of 100% of his base salary.

The Company's Boards of Directors and RCPC also had elected Steven
Berns as Executive Vice President, Chief Financial Officer and
Treasurer of Revlon and RCPC effective in May 2009, succeeding Mr.
Ennis in such positions.

Mr. Berns will serve as the Company's Executive Vice President,
Chief Financial Officer and Treasurer at an annual base salary of
not less than $425,000, with a target bonus of 75% of his base
salary and a maximum target of 100% of his base salary.  He will
also receive a grant of 25,000 restricted shares of Revlon Class A
common stock vesting on a pro rata basis over 3 years.  The term
of Mr. Berns' employment agreement continues until 24 months after
notice from RCPC of non-extension.

                      About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

                           *     *     *

Revlon Inc., the parent company of Revlon Consumer Products Corp.
(B-/Stable/--) has received a proposal from MacAndrews & Forbes
Holdings Inc. to convert Revlon Inc.'s Class A common stock,
currently not held by M&F, to voting preferred stock.

According to the Troubled Company Reporter on April 23, 2009,
Standard & Poor's Ratings Services said the proposal, which was
sent to the independent members of Revlon Inc.'s Board of
Directors, will not immediately affect the RCPC ratings or
outlook.  M&F effectively controls about 75% of Revlon Inc.'s
voting rights.  The preferred stock would pay an annual dividend
of 12.5% and would be redeemed four years from the date of
issuance at the liquidation preference, which is about
$75 million.  Along with this transaction, M&F proposed to
contribute $75 million of its $107 million subordinated loan to
Revlon Inc. (payable by RCPC), extend the loan maturity to 2013,
and increase the interest rate on this loan to 12.5%.  As a result
of the M&F loan maturity extension, RCPC would not have any
scheduled debt maturities until 2011.  S&P expects that if Revlon
Inc.'s board accepts the M&F proposal, there would be no
significant effect on the company's cash flow or credit metrics.


REVLON INC: March 31 Balance Sheet Upside-Down by $1.09 Billion
---------------------------------------------------------------
Revlon, Inc., last week announced results for the first quarter
ended March 31, 2009.

As of March 31, 2009, Revlon had $784.7 million in total assets;
and $300.9 million in total current assets, $1.18 billion in total
long-term debt, $107.0 million in total long-term debt of its
affiliates, $222.9 million in long-term pension and other post-
retirement plan liabilities, and $65.4 million in other long-term
liabilities, resulting in $1.09 billion in stockholders'
deficiency.

Revlon posted net sales of $303.3 million for the first quarter of
2009 compared to $311.7 million for the first quarter of 2008.
Excluding unfavorable foreign currency fluctuations, first quarter
of 2009 net sales grew 3.8%.

Revlon posted operating income of $31.6 million for the first
quarter of 2009 compared to $32.0 million for the first quarter of
2008.  It had net income of $12.7 million, or $0.25 per diluted
share, for the 2009 first quarter compared to a net loss of
$2.5 million, or $0.05 per diluted share, for the same period in
2008.

Revlon added that free cash flow was $17.5 million for the first
quarter of 2009 compared to $14.6 million for the first quarter of
2008.  Adjusted EBITDA was $49.1 million compared to
$57.5 million.  First quarter 2008 operating income, net loss,
Adjusted EBITDA, and Free Cash Flow included a gain of
$6.0 million related to the sale of a non-core trademark.

Revlon President and Chief Executive Officer, David Kennedy, said,
"In the first quarter of 2009, we continued to execute our
strategy, including our focus on the key drivers of profitable
brand growth.  We improved net income and free cash flow, reduced
debt, grew Revlon color cosmetics U.S. retail sales over 9% and
increased market share.  We continue to manage our business while
maintaining flexibility to adapt to changes in business
conditions, including the ongoing economic uncertainties.  We
believe that continued execution of our strategy will, over time,
generate profitable net sales growth and sustainable positive free
cash flow."

In the first quarter of 2009, the Company reduced debt by
$38.3 million:

    * Senior Secured Term Loan: During the first quarter of 2009,
      the Company repaid $18.7 million of its senior secured term
      loan. After this repayment, there remained outstanding at
      the end of the first quarter of 2009 approximately
      $815 million principal amount under the term loan, which
      matures in January 2012.

    * 9-1/2% Senior Notes: During the first quarter of 2009, the
      Company repurchased $23.9 million in aggregate principal
      amount of its 9-1/2% senior notes. As a result of these
      repurchases, the Company wrote-off the ratable portion of
      the unamortized debt discount of $0.3 million. After these
      repurchases, there remained outstanding $366.1 million
      aggregate principal amount under the Company's 9-1/2% senior
      notes, which mature in April 2011.

    * Revolving Credit Facility: The Company had outstanding
      borrowings under its revolving credit facility of
      $4.0 million at March 31, 2009.

A full-text copy of Revlon's first quarter 2009 report is
available at no charge at http://ResearchArchives.com/t/s?3c59

                      About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti- perspirants/deodorants
and personal care products company.  The company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R) and Ultima II(R).

                           *     *     *

Revlon Inc., the parent company of Revlon Consumer Products Corp.
(B-/Stable/--) has received a proposal from MacAndrews & Forbes
Holdings Inc. to convert Revlon Inc.'s Class A common stock,
currently not held by M&F, to voting preferred stock.

According to the Troubled Company Reporter on April 23, 2009,
Standard & Poor's Ratings Services said the proposal, which was
sent to the independent members of Revlon Inc.'s Board of
Directors, will not immediately affect the RCPC ratings or
outlook.  M&F effectively controls about 75% of Revlon Inc.'s
voting rights.  The preferred stock would pay an annual dividend
of 12.5% and would be redeemed four years from the date of
issuance at the liquidation preference, which is about
$75 million.  Along with this transaction, M&F proposed to
contribute $75 million of its $107 million subordinated loan to
Revlon Inc. (payable by RCPC), extend the loan maturity to 2013,
and increase the interest rate on this loan to 12.5%.  As a result
of the M&F loan maturity extension, RCPC would not have any
scheduled debt maturities until 2011.  S&P expects that if Revlon
Inc.'s board accepts the M&F proposal, there would be no
significant effect on the company's cash flow or credit metrics.


REXNORD LLC: Issues $196.27MM Aggregate Principal Amount with RBS
-----------------------------------------------------------------
RBS Global, Inc., and Rexnord LLC issued $196,270,000 aggregate
principal amount of 9-1/2% Senior Notes due 2014, which mature on
August 1, 2014, pursuant to an indenture, dated as of April 29,
2009, among the Companies, the guarantors named therein, and Wells
Fargo Bank, National Association, as trustee.

The Companies will pay interest on the notes at 9-1/2% per annum,
semiannually to holders of record at the close of business on
April 15 or October 15 immediately preceding the interest payment
date on May 1 and November 1 of each year, commencing on May 1,
2009, provided that the interest payment made on May 1, 2009, will
be made to the holders of record as of April 29, 2009.

The Companies may redeem the notes, in whole or part, at any time
prior to August 1, 2010, at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to
the redemption date and a "make-whole premium."  The Companies may
redeem the notes, in whole or in part, on or after August 1, 2010,
at the redemption prices set forth in the Indenture.  At any time
(which may be more than once) before August 1, 2009, the Companies
may choose to redeem up to 35% of the principal amount of the
notes at a redemption price equal to 109.500% of the face amount
thereof with the net proceeds of one or more equity offerings so
long as at least 65% of the aggregate principal amount of the
notes at maturity issued of the applicable series remains
outstanding afterwards.

The Indenture contains covenants that limit the Companies' ability
to, among other things: (i) incur additional debt or issue certain
preferred shares; (ii) pay dividends on or make other
distributions in respect of their capital stock or make other
restricted payments; (iii) make certain investments; (iv) sell
certain assets; (v) create or permit to exist dividend and/or
payment restrictions affecting their restricted subsidiaries; (vi)
create liens on certain assets to secure debt; (vii) consolidate,
merge, sell or otherwise dispose of all or substantially all of
their assets; (viii) enter into certain transactions with their
affiliates; and (ix) designate their subsidiaries as unrestricted
subsidiaries.  These covenants are subject to a number of
important limitations and exceptions.  The Indenture also provides
for events of default, which, if any of them occurs, would permit
or require the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding notes to be due
and payable immediately.

The full-text copy of the Indenture is available free of charge at
http://ResearchArchives.com/t/s?3c54

On April 29, in connection with the issuance of the notes, the
Companies and the Guarantors entered into a registration rights
agreement with Credit Suisse Securities (USA) LLC, as dealer
manager, relating to, among other things, an exchange offer for
the notes and the related guarantees.

Subject to the terms of the Registration Rights Agreement, in the
event that not all of the notes are freely tradable securities as
of the fifth business day following the one year anniversary of
the execution of the Registration Rights Agreement, the Companies
will use their commercially reasonable efforts to register with
the SEC notes having substantially identical terms as the notes as
part of an offer to exchange freely tradable exchange notes for
the notes.  The Companies will use their commercially reasonable
efforts to cause the exchange offer to be completed as soon as
practicable after the registration trigger date.

The full-text copy of the Registration Rights Agreement is
available for free at http://ResearchArchives.com/t/s?3c55

                       About Rexnord LLC

Milwaukee, Wisconsin-based Rexnord LLC is a diversified, multi-
platform industrial company comprised of two key platforms of
power transmission and water management products.

The Troubled Company Reporter reported on March 31, 2009, that
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Rexnord LLC to 'CC' from 'B'.  The
outlook is negative.  S&P affirmed the issue-level ratings on the
company's debt.


REXNORD LLC: S&P Downgrades Corporate Credit Rating to 'SD'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Rexnord LLC, a manufacturer of sensors and
controls, to 'SD' (selective default) from 'CC'.  S&P affirmed the
issue-level ratings on the company's rated debt.

At the same time, S&P assigned its 'B-' rating to Rexnord's
proposed $196.3 million 9.5% senior notes and a recovery rating of
'5' indicating the expectation of modest (10%-30%) recovery in the
event of a payment default.

"The downgrade follows the company's settlement of exchange offers
for a portion of Rexnord Holdings Inc. pay-in-kind toggle senior
notes and loans due 2013 [unrated] which will be replaced with new
9.5% senior notes," said Standard & Poor's credit analyst Dan
Picciotto.  "As S&P noted when S&P lowered the ratings to 'CC',
S&P consider the offer a distressed exchange and, as such,
tantamount to a default.  The rating actions reflect effective
completion of the tender offer."

The company has also agreed to exchange a portion of 8.875% senior
notes due 2016 with new 9.5% senior notes due 2014.  Because S&P
believes the new notes have comparable value to the original
promised amount of the 2016 notes, the rating on this issue is
unaffected by the exchange.

S&P will continue to rate Rexnord and it is S&P's expectation that
the corporate credit rating will likely return to 'B'.  The
revised capital structure will modestly increase the company's
cash interest expense and will decrease total leverage somewhat.


ROCK AIRPORT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rock Airport of Pittsburgh, LLC
        RockPointe Business Airpark
        1000 RockPointe Blvd.
        Pittsburgh, PA 15084

Bankruptcy Case No.: 09-23155

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

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

      http://bankrupt.com/misc/pawb09-23155.pdf

The petition was signed by Rock Ferrone, president of the Company.


RYLAND GROUP: Posts $75.3MM Net Loss for 1st Quarter 2009
---------------------------------------------------------
The Ryland Group, Inc., disclosed financial results for the three
months ended March 31, 2009.

For the first quarter ended March 31, 2009, the Company reported a
consolidated net loss of $75.3 million, or $1.76 per diluted
share, compared to a loss of $29.3 million, or $0.69 per diluted
share, for the same period in 2008.  The Company had inventory and
other valuation adjustments, joint venture impairments, and option
deposit and feasibility write-offs that totaled $49.4 million
during the first quarter ended March 31, 2009.

The homebuilding segments reported a pretax loss of $74.4 million
during the first quarter of 2009, compared to a pretax loss of
$43.7 million for the same period in 2008.  This increase was
primarily due to inventory valuation adjustments and write-offs,
as well as to declines in closings and home prices.

Homebuilding revenues decreased 35.2% to $259.0 million for the
first quarter of 2009, compared to $399.6 million for the same
period in 2008.  This decline was primarily attributable to
closings totaling 1,049 units for the first quarter ended
March 31, 2009, reflecting a 32.0% decrease from closings totaling
1,543 units for the same period in the prior year, and to a 3.9%
reduction in the average closing price of a home, which declined
to $247,000 for the quarter ended March 31, 2009, from $257,000
for the same period in 2008.

Homebuilding revenues for the first quarter of 2009 included
$318,000 from land sales, which contributed a net loss of $227,000
to pretax losses, compared to $2.8 million from land sales for the
first quarter of 2008, which contributed a net gain of $950,000 to
pretax losses.

New orders of 1,347 units for the quarter ended March 31, 2009,
represented a decrease of 37.6%, compared to new orders of 2,159
units for the same period in 2008.  For the first quarter of 2009,
new order dollars declined 39.9% to $316.2 million from
$526.4 million for the first quarter of 2008.  Backlog at the end
of the first quarter of 2009 increased 19.1% to 1,857 units from
1,559 units at December 31, 2008, and declined 46.7% from 3,485
units at the end of the first quarter of 2008.  At March 31, 2009,
the dollar value of the Company's backlog was $464.6 million,
reflecting an increase of 14.1% from December 31, 2008, and a
decline of 49.3% from March 31, 2008.

Housing gross profit margins averaged 6.0%, excluding inventory
valuation adjustments and write-offs, for the quarter ended
March 31, 2009, compared to 11.9% for the same period in 2008.
This decrease was primarily due to price reductions that related
to project closeouts and other home deliveries during the first
quarter of 2009.  Including inventory valuation adjustments,
housing gross profit margins averaged negative 13.1% for the first
quarter of 2009, compared to 5.2% for the same period in 2008.
Selling, general and administrative expenses, including severance
and model abandonment charges, were 15.6% of revenue for the first
quarter of 2009, compared to 16.0% for the same period in 2008.
Selling, general and administrative expenses, excluding severance
and model abandonment charges of $4.5 million, were 13.8% of
revenue for the first quarter of 2009, compared to 15.3% for the
same period in 2008.

As of March 31, 2009, the Company had $1.65 billion in total
assets and $994.8 million in total liabilities.

The full-text copy of the Company's press statement announcing its
financial results is available without charge at:

               http://ResearchArchives.com/t/s?3c4f

The Company has yet to file its quarterly report on Form 10-Q with
the Securities and Exchange Commission.

The Ryland Group Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it has amended its
$550.0 million revolving credit facility resulting in a reduction
of its borrowing capacity to $200.0 million and the modification
of several of its covenants, which included changing the
definition of its consolidated tangible net worth covenant;
amending its leverage ratio; changing its borrowing base; and
establishing certain liquidity reserve accounts in the event that
it fails to satisfy an interest coverage test and an adjusted cash
flow from operations to interest incurred test.  The credit
agreement's maturity date of January 2011 remains unchanged, and
the uncommitted accordion feature has been reduced to
$300.0 million from $1.5 billion, subject to the availability of
additional lending commitments.

The Company recorded an expense of $1.8 million related to the
reduction of the revolving credit facility's commitments.

Ryland Mortgage Company entered into a repurchase agreement with
Guaranty Bank that provides for borrowings of up to $60.0 million
to fund its mortgage origination operations.  The RMC repurchase
agreement contains representations, warranties, covenants and
provisions defining events of default, which require RMC to
maintain a minimum net worth and certain financial ratios.  This
repurchase facility matures in January 2010.

During the first quarter of 2009, the Company repurchased
$47.6 million of its senior notes for $35.9 million in the open
market.  The Company recognized a gain of $11.4 million related to
these debt repurchases.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Ryland Group, Inc.'s issuer default
rating and outstanding debt ratings: (i) IDR to 'BB' from 'BB+';
(ii) senior unsecured to 'BB' from 'BB+'; and (iii) unsecured bank
credit facility to 'BB' from 'BB+'.  The rating outlook remains
negative.

The TCR reported on Nov. 28, 2008, that Moody's Investors Service
downgraded all of the ratings of The Ryland Group, Inc., including
its corporate family rating to Ba3 from Ba2, its probability of
default rating to Ba3 from Ba2, and its senior notes rating to Ba3
from Ba2.  At the same time, Moody's affirmed the Company's
speculative grade liquidity rating at SGL-3.  The outlook remains
negative.


RYLAND GROUP: Moody's Assigns 'Ba3' Rating on $230 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new
$230 million senior unsecured note offering of The Ryland Group,
Inc., proceeds of which will be used for general corporate
purposes.  At the same time, Moody's affirmed the company's
existing ratings, including its corporate family rating and
probability of default rating at Ba3, and the ratings on its
various issues of senior unsecured notes at Ba3.  Ryland's
speculative grade liquidity rating was raised to SGL-2 from SGL-3.
The rating outlook remains negative.

The upgrade of Ryland's speculative grade liquidity rating to SGL-
2 from SGL-3 reflects the company's better than expected cash flow
generation over the past several quarters, which has resulted in a
cash position that has grown to $534 million at March 31, 2009
from $345 million at September 30, 2008; an improved liquidity
position following the $230 million bond issuance; and increased
flexibility under its financial covenants following the January
22, 2009 covenant amendment.

Ryland's Ba3 corporate family rating reflects that the company's
relatively easy period of cash flow production is largely over.
Future cash flow generation will depend on continuing strong
inventory reduction, which may be difficult to accomplish in an
environment of declining prices, slow sales, and intense
competition.  In addition, Moody's expects that the company will
continue to generate quarterly operating losses in 2009, even
before impairments; and that if impairment and other charges
continue apace in 2009, covenant compliance will remain a
challenge while further upward pressure on debt leverage will
result.  At the same time, the ratings acknowledge that Ryland has
been cash flow positive on a trailing 12 month basis for nine
consecutive quarters; that Moody's projects the company will have
in excess of $600 million in cash at the end of 2009, with no debt
maturities until 2012 and no revolver usage for at least the next
12 months; and that off-balance sheet exposure is modest.

The negative rating outlook reflects the expectation of Moody's
Corporate Finance Group that housing market conditions will worsen
in 2009, the bottom is not yet visible, government actions will be
helpful largely at the margin, industry liquidity will remain
tight and lender behavior (both toward homebuilders and
homebuyers) uncertain, and 2009 will be a year of greatly reduced
deliveries.

Going forward, the outlook could stabilize if the company were to
continue to grow its homebuilding cash position and use the cash
to build additional liquidity and pay down debt; reduce costs
sufficiently to restore homebuilding profitability before charges;
and make it through the coming year without substantial additional
impairment charges, which could enable the company to stabilize
debt leverage and remain in compliance with its covenants.

The ratings could be lowered again if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; violates covenants in its bank credit agreement;
continues to increase its debt leverage; is expected to continue
generating quarterly losses before impairments throughout fiscal
2010; or continues taking substantial asset impairment charges.

These rating actions were taken:

  -- Ba3 (LGD4, 55%) assigned to the new $230 million senior
     unsecured notes due May 15, 2017;

  -- Corporate family rating affirmed at Ba3;

  -- Probability of default rating affirmed at Ba3;

  -- Senior unsecured notes rating affirmed at Ba3 (LGD4, 55%);

  -- Speculative grade liquidity assessment upgraded to SGL-2 from
     SGL-3.

Moody's last rating action for Ryland occurred on November 26,
2008, at which time Moody's lowered the company's corporate family
rating to Ba3 from Ba2.

Founded in 1967 and headquartered in Calabasas, California, The
Ryland Group, Inc. is a mid-sized homebuilder with homebuilding
revenues and net income for the fiscal year ended December 31,
2008 of $1.9 billion and ($397 million), respectively.


SACRED HEART: Moody's Downgrades Debt Rating to 'Ca' from 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded Sacred Heart Health
System's debt rating to Ca from Caa3.  The rating outlook remains
negative.  The rating applies to $37.9 million of rated debt
outstanding, including approximately $9.1 million of Series 1998B
bank bonds that were previously supported by a letter of credit
from Wachovia Bank (Aa2) which expired on February 28th, 2009,
followed by a mandatory tender.  Repayment of $9.1 million to
reimburse Wachovia for the drawdown is due July 1, 2009.  The
rating downgrade is primarily attributable to the expiration of
the letter of credit, the expectation that SHHS will be challenged
to meet the rate covenant and days cash on hand covenant levels
after the repayment of $9.1 million to Wachovia, and Moody's
assessment that the recovery value of the bonds will be materially
less than 100% and consistent with a Ca rating level.

Legal Security: The Series 1998 and 2005 bonds are secured by a
gross revenue pledge of the Obligated Group, which is comprised of
Sacred Heart Health System and Sacred Heart Hospital of Allentown,
the flagship facility and a member of SHHS.  Additionally, the
Hospital's obligations are secured by a mortgage on SHH's main
building in Allentown.  The bonds are secured by a fully funded
debt service reserve fund equal to maximum annual debt services of
the Series 2005 bonds.

Interest Rate Derivatives: None

                            Challenges

* $9.1 million of bank bonds following the expiration of a
  Wachovia Bank LOC on February 28th, 2009 and subsequent
  mandatory tender.  Repayment of $9.1 million is due July 1,
  2009.  Repayment would result in a near depletion of current
  cash position

* Proximity to several financial covenants, including a 30 day
  cash on hand event of default (40.4 days as of March 31, 2009),
  and a 1.2 times rate covenant.  Violation of financial covenants
  may result in an acceleration that could lead to a default

* Unrestricted cash and investments has declined to $10.9 million
  through the first nine months of FY 2009; Cash provides a thin
  28.7% coverage of total debt

* 17.6% decline in admissions through the first nine months of FY
  2009 contributing to a 4.5% contraction in operating revenues.

* Average age of plant has increased in recent years to a high
  16.8 years; deferred maintenance remains an ongoing concern

                            Strengths

* Recent engagement of a consultant and change in management has
  resulted in the implementation of cost control measures that has
  resulted in stabilization in financial performance since
  November, 2008.  The improvement in financial performance has
  been driven by improved labor staffing and implementation of
  flexible staffing models, removing $7 million out of salaries
  compared with the prior year on an annualized basis.  SHHS is
  currently reviewing a strategic repositioning of the
  organization and conducting a service line review, as well as
  focusing on physician alignment and the recruitment of new
  physicians to support imaging, surgery, and cardiology.


                             Outlook

The rating outlook is negative.  A lower rating will be considered
if the recovery on the bonds is lower than Moody's current
estimates.

                What could change the rating--UP

Given the current challenges SHHS faces with financial
performance, liquidity, and its debt structure, a rating upgrade
is unlikely in the short-term; over the longer-term, a rating
upgrade would be considered if the system can successfully
refinance its variable rate debt exposure and sustain substantial
operating improvement, rebuild cash and demonstrate long-term
viability.

               What could change the rating--DOWN

Inability to secure a substitute letter of credit or refinance,
violation of days cash on hand or rate covenant.

Rated Debt (debt outstanding as of June 30, 2008):

Sacred Heart HealthCare System

  -- Series 1998 A, $5.8 million outstanding; fixed rate; rated Ca

  -- Series 1998 B, $9.1 million outstanding; variable rate; rated
     Aa2/VMIG1 based upon joint support by Direct Pay Letter of
     Credit with Wachovia Bank

  -- Series 2005, $22.3 million outstanding; fixed rate; rated Ca

The last rating action was on January 23, 2009, when the ratings
of Sacred Heart Health System February 8, 2008 when the ratings of
Sacred Heart Health System were downgraded to Caa3 from Caa1.


SENSATA TECHNOLOGIES: FQ'09 Revenue Decreases 38.4% from FQ'08
--------------------------------------------------------------
Sensata Technologies B.V. announced its financial results for the
quarter ended March 31, 2009.

Sensata presented these financial highlights for the first
quarter:

   -- First quarter 2009 net revenue was $239.0 million, which is
      a decrease of 38.4% from $387.8 million for the same period
      in 2008.

   -- First quarter net loss was $10.2 million versus $126.9
      million for the same time period in 2008.

   -- First quarter 2009 Adjusted EBITDA1 was $55.8 million, which
      is a decrease of 43.3% from $98.5 million for the same
      period in 2008.

   -- The last twelve months (LTM) Pro-forma Adjusted EBITDA was
      $333.6 million for the period ended March 31, 2009 and
      $394.2 million for the period ended March 31, 2008.
      Quarter ending cash balances grew to $180.3 million from
      $77.7 million at December 31, 2008 and from $83.6 million at
      March 31, 2008.

The Company had $3.30 billion in total assets and $2.91 billion in
total liabilities as of March 31, 2009.

Tom Wroe, Chairman and Chief Executive Officer, said, "The market
conditions in which we operate have continued to decline.  All
signs during the first quarter of 2009 continue to point towards a
very deep and prolonged recession.  As a result, we took
additional actions during the quarter to align our cost structure
with a new lower net revenue run rate while maintaining focus on
margin preservation."

Jeff Cote, Chief Financial Officer added, "Although results in the
first quarter continued to deteriorate, they were in line with our
expectations.  We continue to have strong cash flow which gives us
flexibility to manage our capital structure as evidenced by the
successful tender offer for our senior and senior subordinated
notes during the first quarter."

On April 2, 2009, the Company announced the sale of its Vision
business to Belgian semiconductor specialist, Melexis Tessenderlo
N.V.  The deal is expected to close during the second quarter and
the actual sales price is contingent on the future sales of
product through this business.

On March 3, 2009, the Company announced the commencement of two
separate cash tender offers for its Senior and Senior Subordinated
Notes.  The results of the tender offers were announced March 31
and resulted in the Company reducing its debt by approximately
$168 million.  The amounts were settled on April 1 and as a result
will be included in the second quarter financial statements.

The full-text copy of the financial report is available free of
charge at http://ResearchArchives.com/t/s?3c5a

                 About Sensata Technologies BV

Headquartered in Attleboro, Massachusetts, Sensata Technologies BV
-- http://www.sensata.com/-- is a supplier of sensors and
controls across a range of markets and applications.  The company
has manufacturing locations in Brazil, Mexico, China, Japan, and
the Netherlands.  Sensata Technologies employs approximately 5,400
people worldwide.

                        *     *     *

As reported in the Troubled Company Reporter in April 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sensata Technologies to 'CCC+' from 'SD'.  The outlook
is negative.  At the same time, S&P raised its issue-level rating
on Sensata's subordinated debt issues to 'CCC-' (two notches lower
than the 'CCC+' corporate credit rating on the company) from 'D'.

Also in April 2009, Moody's Investors Service changed Sensata's
Technologies' Probability of Default Rating to Caa2/LD from Caa3
reflecting the closing of the Dutch auction tender.  In a related
rating action, Moody's affirmed all other ratings, including the
company's Caa2 Corporate Family Rating.  The Speculative Grade
Liquidity rating remains SGL-3.  The outlook is negative.


SHERRITT INTERNATIONAL: DBRS Cuts Unsecured Debt Rating to BB
-------------------------------------------------------------
Dominion Bond Rating Service notes Sherritt International
Corporation's released its first quarter 2009 results, including
an update on progress of the construction and financing
arrangements of the Ambatovy nickel mine project in Madagascar.
DBRS downgraded Sherritt's Senior Unsecured Debt to BB (high) from
BBB (low) and placed the rating Under Review with Negative
Implications on February 27, 2009.  The downgrade reflected the
Company's deteriorated credit metrics and increased financial risk
due to heavy capital expenditure commitments and the severe
downturn in the economy.  The Under Review with Negative
Implications status reflected Sherritt's limited access to credit
and a poor business outlook for 2009 combined with the Company's
need to resolve anticipated funding required for Ambatovy.

The Company's operating results reported were largely as DBRS
expected with the Coal unit providing the bulk of operating
earnings, which were down sharply from the first quarter 2008
results due to lower oil, nickel and cobalt prices.  Sherritt also
reported continuing discussions with its Ambatovy partners and
lenders regarding a mechanism to fund its remaining share of the
capital cost in order to maintain Sherritt's balance sheet
strength and liquidity.  The Company expects that revised
financing agreements will be finalized in the second quarter of
2009, hence the rating of Sherritt's unsecured debentures remains
Under Review with Negative Implications.  Although the Company has
been able to increase its cash and short-term investment balances
to $789.6 million during the quarter ($607.3 million at year-end
2008), DBRS believes that if an alternate funding mechanism is not
in place by mid-year, the cash resources on the Company's balance
sheet are likely to be required to fund project costs, which could
lead to a further deterioration of the Company's financial
strength and possible negative rating action.

Sherritt's Q1 2009 loss of $42.9 million (including a
$57.4 million after-tax write off of a Cuban oil property)
compared to net earnings of $89 million in the first quarter of
2008.  Reported EBITDA for the quarter was $97.2 million versus
$175.7 million for Q1 2008.  Significantly lower prices for
nickel, cobalt and oil led to sharply lower EBITDA generation by
the Company's Oil and Gas and Metals units, although they continue
to make a positive contribution.  The Company's Coal unit provided
a 30% increase in quarter-over-quarter EBITDA to $60 million on
the strength of increased coal prices at export-oriented coal
operations, steady performance by Canadian utility supply
operations and full consolidation of coal assets acquired in the
second quarter of 2008.  EBITDA generation from the Power unit
remained steady at about $30 million.  Capital expenditures for
the quarter of $416.9 million were dominated by an investment of
$376.9 million in the Ambatovy project.  Although Sherritt's total
debt increased by $180.8 million, Sherritt's leverage was 32% at
the end of Q1 2009, largely unchanged from December 31, 2008.  The
Company also reported it has reached agreement with lenders to
renew approximately $200 million of short-term facilities set to
mature in 2009.

DBRS expects that Sherritt's Metal and Oil and Gas units will
continue to provide minimal but positive EBITDA for the rest of
2009 and that the bulk of EBITDA will come from the Coal and Power
units.  Profitability from Sherritt's Mountain coal operations
(largely export-oriented) is expected to reduce as significantly
lower 2009-2010 coal contract year prices come into effect, but
Prairie coal operations are expected to maintain first-quarter
levels of earnings.  On the whole, DBRS expects Sherritt will
generate positive net cash flow from its existing operations and
that the only addition to debt levels will come from Ambatovy
project financing provided from external sources, thereby
preserving the liquidity of the Company's balance sheet.  Key to
this expectation will be finalization of a suitable funding
arrangement for Sherritt's share of Ambatovy project costs.


SHILOH INDUSTRIES: S&P Puts 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed the ratings
on six North American auto suppliers on CreditWatch with negative
implications following Chrysler LLC's filing for Chapter 11
bankruptcy protection in the United States.  The six auto
suppliers are Harman International Industries Inc., Johnson
Controls Inc., Magna International Inc., Shiloh Industries Inc.,
Stoneridge Inc., and TRW Automotive Inc.

The CreditWatch listings reflect the multiple scenarios -- almost
all of them negative -- that could play out over the next few
months despite the government's efforts to maintain a smooth
postpetition operation of Chrysler and minimize the duration of
the bankruptcy.  S&P expects Chrysler's filing to result in lower
vehicle production in the near term, even compared to what S&P
believes have been very low levels thus far in 2009.  These events
will, in S&P's view, adversely affect the financial risk profiles
of these North American auto suppliers enough, in some cases, to
result in downgrades.

S&P believes the filing was caused by inadequate liquidity because
S&P understand the company was unable to reach agreements with all
key parties and to otherwise satisfy the U.S. Treasury Department
that it has an acceptable viability plan without the use of
bankruptcy.  According to the announcement, Chrysler will not
emerge from bankruptcy as a standalone entity but will form a new
entity in which the government and other constituencies will have
a stake.  S&P expects assets, liabilities, and operations that are
not included in the new entity to be disposed of through the
bankruptcy process over time.

Not included in the CreditWatch placements are several suppliers
with less direct exposure to Chrysler but still significant
business with other automakers in North America.  S&P believes
potential systemic risks could arise because of the
interconnectedness of the North American supply base.  For
example, in S&P's opinion, a number of smaller, Tier II suppliers
could fail because of the Chrysler bankruptcy filing or the
extended assembly plant shutdowns being planned by GM for the next
several months, even if GM avoids a bankruptcy filing.  This could
pose a problem for suppliers that purchase parts from these
smaller suppliers, or even indirectly force automakers to
temporarily idle some plants.

Accordingly, S&P could place these companies on CreditWatch with
negative implications if GM were to file for bankruptcy or if S&P
began to see signs of widespread production stoppages caused by
these systemic risks:

  -- BorgWarner Inc.,
  -- Federal-Mogul Corp.,
  -- Tenneco Inc., and
  -- Dana Holding Corp.

In addition, S&P is not placing on CreditWatch any suppliers that
have corporate credit ratings in the 'CCC' category because S&P
believes the ratings on these companies already reflect a
significant risk of default because of weak industry conditions or
company-specific factors.

  -- MetoKote Corp.                               CCC+/Developing
  -- Lear Corp.                                   CCC+/Negative/--
  -- Hayes Lemmerz International Inc.             CCC+/Negative/--
  -- ArvinMeritor Inc.                            CCC+/Negative/--
  -- American Axle & Manufacturing Holdings Inc.  CCC+/Negative/--
  -- Mark IV Industries Inc.                      CCC+/Negative/--
  -- Visteon Corp.                                CCC/Negative/--
  -- Metaldyne Corp.                              CCC-/
                                                  Developing/--

S&P expects to resolve the CreditWatch listings within the next 90
days.  S&P's reviews will include the treatment of the suppliers
in Chrysler's bankruptcy proceeding; prospective assessments of
each suppliers' liquidity, including their ability to remain in
compliance with financial covenants; and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for some less-affected suppliers more quickly than for
others.

                           Ratings List

     Ratings Placed On CreditWatch With Negative Implications

                             To                  From
                             --                  ----
Harman International        BB+/Watch Neg/--    BB+/Negative/--
Industries Inc.
Johnson Controls Inc.       BBB/Watch Neg/A-2   BBB/Stable/A-2
Magna International Inc.    BBB/Watch Neg/--    BBB/Negative/--
Shiloh Industries Inc.      BB-/Watch Neg/--    BB-/Negative/--
Stoneridge Inc.             B+/Watch Neg/--     B+/Negative/--
TRW Automotive Inc.         B+/Watch Neg/--     B+/Negative/--


SIGNATURE 5: Moody's Has Not Taken Rating Actions on Notes
----------------------------------------------------------
Moody's Investors Service announced that it has not withdrawn,
reduced, or taken any other adverse action with respect to its
current ratings on these notes issued by Signature 5 L.P. as a
result of the Issuer's execution on April 21, 2009 of the Optional
Redemption in part of the Class A Floating Rate Notes:

  -- US$355,000,000 Class A Floating Rate Notes due 2012, Aaa;
     previously on January 9, 2001 Assigned Aaa;

  -- US$57,000,000 Class B-1 Floating Rate Notes due 2012,
     Baa1; previously on January 9, 2001 Assigned Baa1;

  -- US$28,000,000 Class B-2 Fixed Rate Notes due 2012, Baa1;
     previously on January 9, 2001 Assigned Baa1;

  -- US$20,000,000 Class C Fixed Rate Notes due 2012, B2;
     previously on February 8, 2006 Assigned B2;

The Co-Issuers elected to redeem 6.67% of the aggregate
outstanding principal amount of the Class A Floating Rate Notes
due 2012 on April 27, 2009.  On the Redemption Date, 6.67% of the
aggregate outstanding principal amount of the Securities became
due and payable at the redemption price equal to 100% of the
principal amount being redeemed, plus accrued and unpaid interest
thereon to, April 27, 2009.

The Securities were repaid using the sale proceeds from the sale
of one underlying asset (U.S. Treasury with CUSIP 9128277L0).
Moody's believes that the sale of the aforementioned underlying
asset and the subsequent pay down of the Securities using the sale
proceeds from such sale have no material credit impact on ratings
of the remaining outstanding notes.

Many CDO documents (to which Moody's is never a party) specify
that, in order to execute an optional redemption, the issuer must
obtain an opinion from the rating agencies that the execution of
the optional redemption would not in and of itself result in the
related ratings being downgraded or withdrawn at the time of the
execution.  This type of provision is typically referred to in the
CDO indenture as a "rating agency confirmation" or "RAC".  Moody's
is never obligated to provide a RAC, and the decision whether or
not to issue a RAC lies entirely within Moody's sole discretion.

Before providing a RAC regarding an optional redemption, the
proposal will be reviewed by a Moody's credit committee which will
consider, among other things, the performance of the specific CDO
and portfolio manager and the specifics of the optional redemption
and the particular structure of the CDO.  A RAC is purely an
opinion, as of the point in time at which the RAC is provided,
that the optional redemption in isolation does not introduce
sufficient additional credit risk so as to negatively impact the
related ratings.  In other words, it does not consider the impact
of other factors on the ratings, such as collateral deterioration.
Also, the RAC does not address any other, non-credit related
impact that the optional redemption might have.  Moody's further
emphasizes that a RAC is not a substitute for noteholder consent
or for independent analyses by noteholders of the impact on them
of any optional redemption.


SILVERTON BANK: Regulators Close Bank; FDIC Appointed Receiver
--------------------------------------------------------------
The Federal Deposit Insurance Corporation created a bridge bank to
take over the operations of Silverton Bank, National Association,
Atlanta, Georgia, after the bank was closed May 1, 2009, by the
Office of the Comptroller of the Currency (OCC).  The OCC
appointed the FDIC as receiver.  The newly created bank is
Silverton Bridge Bank, National Association.

Silverton Bank did not take deposits directly from the general
public nor did it make loans to consumers.  It was a commercial
bank that provided correspondent banking services to its client
banks.

Silverton Bank had approximately 1,400 client banks in 44 states,
and operated six regional offices.  It provided a variety of
services for its clients, including credit card operations,
clearing accounts, investments, consulting, purchasing loans, and
selling loan participations.  Since the FDIC created a new bank to
take over the operations of Silverton Bank, there is not expected
to be any meaningful impact on the bank's clients.

The creation of the bridge bank allows the client banks to
maintain their correspondent banking relationship with the least
amount of disruption.  The FDIC will operate Silverton Bridge
Bank, N.A., to allow preexisting marketing efforts for the bank to
continue.

At the time of its closing, Silverton Bank had approximately
$4.1 billion in assets and $3.3 billion in deposits, all of which
are expected to be within the FDIC's insurance limits.

Customers who have questions about May 1's transaction can call
the FDIC toll-free at 1-800-523-0640.  Customers who would like
more information about the transaction can also visit the FDIC's
Web site at:

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

TIB-The Independent BankersBank, Irving, Texas, was contracted by
the FDIC to provide operational management of Silverton Bridge
Bank, N.A.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $1.3 billion. Silverton Bank is the 30th bank to fail in
the nation this year and the sixth in Georgia. The last FDIC-
insured institution to fail in the state was American Southern
Bank, Kennesaw, on April 24.

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


SIRIUS XM: Adopts Shareholder Rights Plan to Preserve NOLs
----------------------------------------------------------
SIRIUS XM Radio said its Board of Directors has adopted a
stockholder rights plan to preserve the value of significant tax
assets associated with the company's tax net operating loss
carryforwards under Section 382 of the Internal Revenue Code.

Under the rights plan, one right will be distributed for each
share of common stock of SIRIUS XM outstanding as of the close of
business on May 11, 2009.

Pursuant to the rights plan, if any person or group acquires 4.9%
or more of the outstanding shares of common stock of SIRIUS XM,
assuming for purposes of this calculation that all of the
Company's preferred stock is converted into common stock, without
the approval of the Board of Directors, a significant dilution in
the voting and economic ownership of such person or group would
occur.  The rights plan may be terminated by the Board of
Directors of SIRIUS XM at any time prior to the rights being
triggered.

"Our net operating loss carryforwards are an important asset of
the Company; an asset that we believe we should make every effort
to protect.  This rights plan protects the interests of all
stockholders and preserves these substantial tax benefits for the
Company," said Mel Karmazin, Chief Executive Officer of SIRIUS XM.
"The rights plan is intended to enhance stockholder value; it has
not been implemented for defensive or anti takeover purposes."

The rights plan will continue in effect until August 1, 2011,
unless earlier terminated or redeemed by the Board of Directors of
SIRIUS XM or certain other events occur.  The Company plans to
submit the rights plan to a stockholder vote by June 30, 2010, and
if stockholders do not approve the rights plan by this date it
will terminate.

Additional information regarding the rights plan will be filed by
SIRIUS XM in a Current Report on Form 8-K with the Securities and
Exchange Commission.  Stockholders of record of SIRIUS XM as of
May 11, 2009, will be mailed a summary of the rights plan.

                    About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The Company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The Company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target, and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
February 17, 2009.  The corporate credit rating outlook is stable.


SOURCE INTERLINK: Gets Temporary OK to Access $300MM DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Source Interlink Companies, Inc., and its
debtor-affiliates to:

   -- obtain up to $300 million of secured, superpriority debtor-
      in-possession financing from DIP revolver agents;

   -- obtain $85 million secured superpriority debtor-in-
      possession financing from DIP term loan lenders;

   -- use cash collateral;

   -- grant priming and other liens and provide superpriority
      administrative expense status; and

   -- grant adequate protection to prepetition secured parties.

A final hearing on the motion is scheduled for May 28, 2009, at
2:30 p.m., prevailing Eastern Time, before Hon. Gross at Courtroom
3 at this Court.  Objections are due on May 21, 2009, at
4:00 p.m., prevailing eastern time.

Pre-bankruptcy, the Debtors' consolidated secured debt consisted
of a secured revolver of approximately $149.5 million in drawn
indebtedness, a secured term loan of approximately $866.0 million,
subordinated secured trade debt of approximately $70.4 million,
and approximately $19.0 million of other secured debt.

Source Interlink Companies Inc., as borrower, each of the other
Debtors, as guarantors, Citigroup North America, Inc., as
administrative agent and the lenders party thereto, are parties to
the revolving credit agreement dated as of August 1, 2007.  The
prepetition revolving credit agreement provides for a $300 million
revolving credit facility, of which approximately $149.5 million
has been drawn as of the petition date.

Source Interlink Companies Inc., as borrower, each of the other
Debtors, as guarantors, Citigroup North America, Inc., as
administrative agent and the lenders party thereto, are parties to
tern credit agreement dated as of August 1, 2007.  The
prepetittion term loan agreement provides for an $880.0 million
term loan, of which approximately $866.0 million is outstanding as
of the petition date.

Pursuant to an intercreditor agreement dated as August 1, 2007,
the collateral securing the prepepetition facilities is devided
into 2 pools consisting of fixed assets collateral and current
asset collateral.

Pursuant to the intercreditor agreement, the prepetition revolving
credit facility is secured by (a) a first priority lien on the
current asset collateral and (b) a second priority lien on the
fixed asset collateral.  The prepetition term loan facility is
secured by (a) first priority lien on the fixed asset collateral
and (b) a second priority lien on the current asset collateral.

In addition to the Debtors' obligations under the prepetition
facilities, the Debtors entered into a security agreements with
certain trade vendors.  The trade security agreements grant each
prepetition secured vendor a security interest in certain
inventory that the prepetition secured vendor distributes or sells
to the Debtors and the proceeds from the inventory.  The shared
collateral is part of the collateral package used to secure the
prepetition facilities.  The prepetition secured vendors are third
in line with respect to the shared collateral/current asset
collateral.

In addition to the prepetition facilities and the secured trade
debt, the Debtors have approximately $3.0 million in loans secured
by certain of the Debtors' equipment.  The Debtors also have a
$16.0 million mortgage loan from Wachovia Bank, National
Association, with respect to the Debtors Coral Springs, Florida
facility.  Liens arising from the secured equipment loans and the
Coral Springs mortgage are senior to liens arising from the
prepetition facilities.

The Debtors entered into debtor-in-possession financing to ensure
the Debtors' liquidity to continue operations and preserve the
value of their assets.

In effect, the Debtors' postpetition financing will be layered
onto the prepetition facilities, subject to appropriate
modifications.  The DIP revolver facility will roll up the
prepetition revolving credit facility and be secured by, among
other things, a first priority priming lien on the current asset
collateral, and the DIP term loan facility will be secured by a
second priority priming lien on the current asset collateral.

Similarly, the DIP term facility will be secured by, among other
things, a first priority priming lien on the fixed asset
collateral and the DIP revolving credit facility will be secured
by a second priority priming lien on the fixed asset collateral.

                   Salient Terms of the DIP Loan

Borrower:                   Source Interlink Companies, Inc.

Guarantor:                  All other Debtors

Administrative Agent:       Citibank North America, Inc.

Collateral Agents:          DIP Revolver Facility: Citibank North
                            America, Inc.

                            DIP Term Loan: Citibank North America,
                            Inc., Wells Fargo Foothill, LLC

DIP Revolver Lenders:       A syndicate of financial institutions
                            consisting of lenders under the
                            prepetition revolving credit
                            agreement.

DIP Term Loan Lenders:      A syndicate of financial institutions
                            consisting of lenders under the
                            prepetition term loan agreement.

DIP Revolving Credit
Facility Loans:             The amount available under the DIP
                            revolving facility will be determined
                            by a borrowing base formula based on,
                            among other things, the value of the
                            Debtors' inventory and accounts
                            receivable.

DIP Term Loans:             The DIP term facility will be
                            available to be drawn in up to 3
                            drawings consistent with the cash flow
                            forecast, with drawings consistent
                            with the cash flow forecast, with
                            drawing permitted on the closing date
                            and on a weekly basis thereafter.  The
                            full remaining commitment may be
                            drawn on the third draw without regard
                            to the cash flow forecast; provide
                            further that if a Plan of
                            Reorganization is consummated in
                            accordance with the exit term sheet,
                            any remaining commitments to make DIP
                            term loans will be available to be
                            funded in an additional draw in
                            connection therewith.

Interest:                   DIP Revolving Credit Facility Loans:
                            ABR plus 5% or LIBOR plus 6%

                            DIP Term Loans: ABR plus 11% or LIBOR
                            plus 12%

                            Borrowings are subject to a 3% LIBOR
                            Floor and a 4% ABR Floor

Maturity:                   The earliest of (i) the 2-month
                            anniversary of the closing date; (ii)
                            30 days after the entry of the interim
                            DIP order if the final DIP order has
                            not been entered by the Court on or
                            before the date; (iii) the date of the
                            substantial consummation of a Plan of
                            Reorganization that is confirmed
                            pursuant to the order entered by the
                            Court; and (iv) the earlier date on
                            which the DIP loans will become due
                            and payable in accordance with the
                            terms of the operative documents.

Adequate Protection:        The Debtors will provide the
                            prepetition lenders and prepetition
                            secured vendors with:

                            -- adequate protection liens; and
                            -- adequate protection superpriority
                               claims;

Carve Out:                  The Interim DIP order provides a carve
                            out for fees payable to the U.S.
                            Trustee and professional fees.

The agreement contained certain event of default.

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

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

                      About Source Interlink

Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC, publishes more than 75
magazines and 90 related Web sites.  Source Interlink Distribution
services tens of thousands of retail store locations throughout
North America distributing DVDs, music CDs, magazines, video
games, books, and related items.  In addition to distributing more
than 6,000 distinct magazine titles annually, the Company
maintains the largest in-stock catalog of CDs and DVDs in the US
-- a combined total of more than 260,000 titles.  Supply chain
relationships include consumer goods advertisers, subscribers,
movie studios, record labels, magazine, book, and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.

Source Interlink Companies, Inc. and 17 affiliates filed for
bankruptcy on April 27, 2009 (Bankr. D. Del. Case No. 09-11424).
Judge Kevin Gross presides over the case.  David Eaton, Esq., and
David Agay, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones,
Esq., Mark M. Billion, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl Young Jones in Wilmington, Delaware, serve
as bankruptcy counsel.  Meolis & Company LLC serves as the
Debtors' financial advisors, while Kurtzman Carson Consultants LLC
is the Debtors' claims and notice agent.

As of April 24, 2009, the Debtors had $2,436,005,000 in total
assets and $1,995,504,000 in total debts.


SOUTHERN STONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southern Stone & Design, LLC
        2102 Jackson Avenue NW
        Huntsville, AL 35805

Bankruptcy Case No.: 09-81774

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Debtor's Counsel: Mary Rebecca Hill, Esq.
                  Johnston, Moore & Thompson
                  400 Meridian Street, Suite 301
                  Huntsville, AL 35801
                  Tel: (256) 533-5770
                  Fax: (256) 533-5890
                  Email: rhill@jmmtlawfirm.com

Total Assets: $386,427

Total Debts: $1,854,935

According to its schedules of assets and liabilities, $155,269 of
the debt is owing to secured creditors, $983,573 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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/alnb09-81774.pdf

The petition was signed by Danny Hallum, managing member of the
Company.


SPANSION JAPAN: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Chapter 15 Debtor: Spansion Japan Limited
                   2 Takaku-Kogyo-Danchi
                   Aizwakamatsu-shi
                   Fukushima
                   Japan

Chapter 15 Case No.: 09-11480

Type of Business: The Debtor operates chemical and material
                  production facility.

                  On March 1, 2009, each of the affiliated
                  entities of Spansion Inc. filed for bankruptcy.
                  These cases are being jointly administered for
                  procedural purposes and are maintained on the
                  case docket for Spansion Inc., Case No. 09-
                  10690. However, the Foreign Representative is
                  not seeking joint administration of the
                  chapter 15 case with that of the U.S. Debtors.

                  Entities                        Case No.
                  --------                        --------
                  Spansion Inc.                   09-10690
                  Spansion Technology LLC         09-10691
                  Spansion LLC                    09-10692
                  Spansion International, Inc.    09-10693
                  Cerium Laboratories LLC         09-10694

Chapter 15 Petition Date: April 30, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Chapter 15 Petitioner's Counsel: Gregory Alan Taylor, Esq.
                                 bankruptcy@ashby-geddes.com
                                 Ashby & Geddes
                                 500 Delaware Avenue, 8th Floor
                                 P.O. Box 1150
                                 Wilmington, DE 19899
                                 Tel: (302) 654-1888
                                 Fax: (302) 654-2067

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million


STARWOOD HOTELS: Fitch Assigns 'BB+' Rating on Senior Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Starwood Hotels &
Resorts Worldwide Inc.'s senior notes due 2014.  The company is
issuing up to $500 million of the five-year notes.  The Rating
Outlook remains Negative.

The notes rank equally with Starwood's other unsecured and
unsubordinated debt.  The proceeds from the offering will be used
to reduce the balance on its revolving credit facility, thereby
increasing the company's liquidity.  As of April 27, 2009,
Starwood had $1.2 billion of availability on its $1.875 billion
revolving credit facility after using the revolver to prepay a
$500 million term loan due June 29, 2009, in connection with an
amendment to the credit agreement.  Thus this issuance effectively
terms out that debt repayment and enables Starwood to keep its
revolver minimally tapped.

The 2014 notes are being issued under a supplemental indenture to
the Sept. 13, 2007 indenture that covers the 6.25% notes due 2013
and the 6.75% notes due 2018, which were issued in September 2007
and May 2008 when Starwood held an investment-grade rating.
Similar to those previously issued notes, the 2014 notes contain a
change of control put at 101, as defined in the indenture.

Ratings Unaffected Following First-Quarter 2009 (Q1'09) Results;
Outlook Remains Negative

Fitch also confirms that Starwood's ratings are unaffected
following its 1Q'09 results that included reduced demand
expectations for 2009.  Starwood is now assuming an 18% worldwide
revenue per available room decline in 2009 for its company-
operated hotels and a 21% decline for its branded-owned hotels.

Fitch downgraded Starwood's Issuer Default Rating (IDR) to 'BB+'
from 'BBB-' on Feb. 4, 2009, due to Fitch's view that the
deterioration in lodging demand trends had accelerated since Fitch
originally revised Starwood's Rating Outlook to Negative on Dec.
5, 2008.  At the time of the Feb. 4 downgrade, Fitch also
maintained the Negative Outlook, based on the view that lodging
demand would deteriorate further, resulting in additional pressure
on expected operating performance in 2009 and 2010.  Starwood's
reduced demand outlook is now consistent with Fitch's current
view.

Although there are some preliminary signs in multiple industries
that declines in travel demand trends may be moderating, Fitch
believes it is too early to call a bottom.  As a result, Fitch is
maintaining the Negative Outlook on Starwood's ratings.  Although
overall booking declines may be moderating and occupancies
stabilizing, pricing will remain under significant pressure.  In
addition, business visibility is still significantly more limited
than non-recessionary periods.  Stabilization trends need to
continue in upcoming quarters to support an Outlook revision to
Stable.

Positively, Starwood's cost-cutting efforts have been partially
offsetting the reduced demand.  In addition, the company was able
to amend its credit facility, which provided covenant relief
(leverage covenant to 5.5 times (x) from 4.5x) while maintaining
full capacity.  In addition to the note issuance, enhanced
liquidity and debt reduction over the next few months could be
supported by the receipt of $200 million of proceeds related to an
IRS settlement, and a timeshare receivable note sale.  Both
Marriott and Wyndham have successfully sold timeshare receivables
recently, supporting the likelihood of a Starwood note sale.

These efforts could contribute to a reduction in Starwood's debt
balance to $3.5 billion or below by year-end 2009, down from $3.96
billion as of March 31, 2009.  Based on Fitch's expectations of a
25%-30% decline in 2009 EBITDA followed by a generally flat- to
low-single-digit increase in 2010, leverage may increase to the
mid-4x range in 2009, but due to expected debt reduction funded
with free cash flow and a dividend cut, leverage could decline
below 4x in 2010.  However, this leverage measure does not
incorporate other adjustments, including operating leases,
securitized timeshare portfolio debt, loan guarantees, and other
off-balance-sheet liabilities.  Therefore, Starwood's adjusted
leverage would be above these levels, resulting in weak metrics
for the current rating, which supports the Negative Outlook.

The ratings continue to reflect Starwood's solid brands; quality
assets, which include a sizeable, unencumbered owned asset
portfolio that could be used as collateral if needed; and
substantial product and geographic diversification.  In addition,
the ratings are supported by Starwood's solid free cash flow
profile despite the significant industry and economic headwinds.

This could result in a downgrade of Starwood's IDR:

  -- Economic trends that point to a deeper and more prolonged
     recession than Fitch's current expectation, which calls for
     U.S. gross domestic product to decline 3.4% and U.S. consumer
     spending to decline 2.8% this year.  Fitch currently expects
     the unemployment rate to peak at 10% in 2010 and a return to
     slightly positive economic growth next year;

  -- Unadjusted leverage that is expected to be sustained solidly
     above 4.5x, with an expectation that reduction below 4.0x
     range in 2010 appears unlikely;

  -- Expected 2009 RevPAR declines that worsen from the current
     negative 18-21% range worldwide;

  -- As visibility becomes greater with respect to 2010, an
     expectation that 2010 RevPAR could decline in the mid-single-
     digit range;

  -- The rationalization of the timeshare business takes longer
     than expected;

  -- The company is unable to complete a timeshare receivable note
     sale in 2009, limiting debt reduction, and there is an
     expectation of a continued inability to monetize receivables.

This could result in an Outlook revision to Stable:

  -- The broader economy tracks to Fitch's expectations of a
     return to slightly positive growth in 2010;

  -- Unadjusted leverage that is expected to be sustained below
     4.5x, with an expectation that reduction below 4.0x in 2010
     appears likely;

  -- Expected 2009 RevPAR declines do not deteriorate further;

  -- Travel demand shows further signs of stabilization and RevPAR
     declines cease by the end of 2009 as comparisons will become
     easier, particularly in 4Q'09; and an expectation of somewhat
     flat RevPAR growth in 2010;

  -- The company successfully rationalizes the timeshare business,
     and the free cash flow profile of the business appears solid;

  -- The company completes a timeshare receivable note sale in
     2009, and realizes other secondary sources of capital (IRS
     proceeds, asset sales, etc.), supporting debt reduction; and
     there is an expectation of a continued ability to monetize
     receivables.

Fitch currently rates Starwood:

  -- IDR 'BB+';
  -- Senior unsecured credit facility 'BB+';
  -- Senior unsecured term loans 'BB+';
  -- Senior unsecured notes 'BB+'.


STARWOOD HOTELS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes
------------------------------------------------------------------
On April 30, 2009, Standard & Poor's Ratings Services assigned its
'BB' rating to Starwood Hotels & Resorts Worldwide Inc.'s proposed
$500 million senior notes issue due 2014.  In addition, S&P
assigned S&P's '3' recovery rating to the notes, indicating S&P's
expectation of meaningful (50% to 70%) recovery for noteholders in
the event of a payment default.  S&P expects the company to use
the notes proceeds to repay revolver balances.

S&P's corporate credit rating on Starwood is 'BB' and the rating
outlook is stable.  S&P believes that credit measures will likely
be sustained at levels appropriate for the 'BB' rating over the
intermediate term.  S&P currently expect that 2009 revenue per
available room in the U.S. lodging industry will likely decline
between 14% and 16%, that U.S. RevPAR will be flat in 2010 versus
2009, that Starwood is likely to experience a decline in
2009 EBITDA of about 30%, and that Starwood's total lease-adjusted
debt to EBITDA is likely to weaken to the low- to mid-5x area by
the end of 2009.  The stable outlook reflects that S&P believes
S&P has sufficiently stressed the company's financial performance
in 2009 and 2010, and that S&P does not anticipate that S&P would
lower the rating further over the intermediate term unless lodging
operating conditions weaken materially from S&P's assumptions.

                           Ratings List

              Starwood Hotels & Resorts Worldwide Inc.

           Corporate Credit Rating           BB/Stable/--

                            New Rating

              $500M sr nts due 2014              BB
                 Recovery Rating                 3


STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $500 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Starwood Hotels
& Resorts Worldwide, Inc.'s new $500 million senior unsecured
notes.  Moody's affirmed Starwood's Ba1 Corporate Family rating
and Ba1 Probability of Default rating.  Moody's also upgraded
Starwood's Speculative Grade Liquidity rating to SGL-2.  The note
proceeds will be used to reduce borrowings under the company's
revolving credit facility.

Starwood's liquidity profile is good.  The upgrade of Starwood's
SGL rating reflects an expected increase in revolver availability
due to repayment of revolver loans from the proceeds from the new
notes.  Additionally, Starwood recently amended its debt/EBITDA
covenant to 5.5 times thereby creating more comfortable covenant
headroom.  Starwood is expected to fund all of its capital
spending and dividends from cash on hand and cash from operations.

Operating conditions in the hotel industry remain extremely
challenging.  Assuming an approximate 17% decline in RevPAR for
2009, Starwood's debt/EBITDA could rise moderately above 4.5
times.

Starwood's Ba1 Corporate Family rating reflects its average scale
in terms of system-wide rooms, launch of higher margin franchise
brands, and a solid hotel development pipeline.  The ratings also
consider Starwood's moderately high leverage and weak interest
coverage, sensitivity to economic cycles, and poor demand outlook
that will pressure earnings through 2010.

The rating outlook is stable reflecting Moody's expectation that
Starwood will be able to reduce debt levels modestly to offset
some of the anticipated deterioration in earnings.

Starwood Hotels & Resorts Worldwide, Inc.

Ratings assigned:

  -- $500 million senior unsecured notes at Ba1 (LGD4, 55%)

Rating upgraded:

  -- Speculative Grade Liquidity rate to SGL-2 from SGL-3

Ratings affirmed/assessments updated:

  -- Corporate Family rating at Ba1
  -- Probability of Default rating at Ba1
  -- Senior unsecured bonds and debentures at Ba1, (LGD 4, 55%)
  -- Senior unsecured shelf at (P) Ba1, (LGD 4, 55%)
  -- Senior subordinate shelf at (P) Ba2, (LGD 6, 97%)
  -- Preferred debt shelf at (P) Ba2, (LGD 6, 97%)

Moody's last rating action on Starwood took place on March 30,
2009 when the company's senior unsecured ratings were downgraded
to Ba1.

Starwood Hotels & Resorts Worldwide, Inc., headquartered in White
Plains, New York, is a leading hotel company with approximately
900 properties in more than 100 countries.


STONERIDGE INC: Joins Parts Maker Bailout Program to Cut Exposure
-----------------------------------------------------------------
Stoneridge, Inc., has been accepted to participate in the Chrysler
and General Motors U.S. Government supplier accounts receivable
guarantee program.

Stoneridge said it joined the program to minimize its exposure to
Chrysler's bankruptcy.

Stoneridge on Friday reported net sales of $121.1 million and a
net loss of $11.6 million for the first quarter ended March 31,
2009.  Net sales decreased $82.0 million, or 40.4 percent, to
$121.1 million, compared with $203.1 million for the first quarter
of 2008.  The decrease in net sales was primarily caused by
dramatically reduced production volumes in the North American
passenger car/light truck market (50.9%) and the commercial
vehicle markets in Europe (55.6%) and North America (41.8%), and
the effect of foreign currency translation.  Foreign currency
translation negatively affected first-quarter net sales by
approximately $7.5 million compared with the same period in 2008.
The sales decrease was partially offset by the strength in the
North American agricultural and off-road market.

Net loss for the first quarter was $11.6 million, or $(0.49) per
diluted share, compared with net income of $6.5 million, or $0.28
per diluted share, in the first quarter of 2008.  The decrease in
net income was due primarily to the severe reduction in sales
volume the Company experienced in many of its markets.

As of March 31, 2009, Stoneridge's consolidated cash position was
$89.2 million, $3.5 million lower than the 2008 year-end balance
of $92.7 million, and its ABL facility remains undrawn.  Net cash
provided by operating activities for the quarter ended March 31,
2009 was $1.2 million, compared with $8.6 million for the quarter
ended March 31, 2008.  The decrease of $7.4 million in cash
provided by operating activities was primarily due to a reduction
in earnings caused by the reduction in sales offset by working
capital reductions.

The Company had $362.6 million in total assets, $89.9 million in
current liabilities, $194.0 million in long-term liabilities, and
$78.7 million in shareholders' equity as of March 31, 2009.

"The decrease in production volumes globally in the first quarter
was the most severe the Company has ever experienced," said John
C. Corey, president and chief executive officer.  "Current market
conditions have caused unprecedented turmoil throughout our
industry and we are managing our operations to react rapidly and
adjust to quickly changing demand.  Nevertheless, we are
encouraged that our cost-savings initiatives that have been
implemented and our available liquidity and capital structure will
allow us to operate through a protracted downturn in volume and
position us for the new competitive landscape once markets
recover.  Although the first half of 2009 will be worse than we
originally expected, we continue to expect Stoneridge to be
operating income and cash flow from operations positive in 2009,
with improved business conditions by late third quarter and in the
fourth quarter."

                       About Stoneridge Inc.

Stoneridge, Inc. -- http://www.stoneridge.com/-- headquartered in
Warren, Ohio, is an independent designer and manufacturer of
highly engineered electrical and electronic components, modules
and systems principally for the automotive, medium- and heavy-duty
truck, agricultural and off-highway vehicle markets.


STONERIDGE INC: S&P Puts 'B+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed the ratings
on six North American auto suppliers on CreditWatch with negative
implications following Chrysler LLC's filing for Chapter 11
bankruptcy protection in the United States.  The six auto
suppliers are Harman International Industries Inc., Johnson
Controls Inc., Magna International Inc., Shiloh Industries Inc.,
Stoneridge Inc., and TRW Automotive Inc.

The CreditWatch listings reflect the multiple scenarios -- almost
all of them negative -- that could play out over the next few
months despite the government's efforts to maintain a smooth
postpetition operation of Chrysler and minimize the duration of
the bankruptcy.  S&P expects Chrysler's filing to result in lower
vehicle production in the near term, even compared to what S&P
believes have been very low levels thus far in 2009.  These events
will, in S&P's view, adversely affect the financial risk profiles
of these North American auto suppliers enough, in some cases, to
result in downgrades.

S&P believes the filing was caused by inadequate liquidity because
S&P understands the company was unable to reach agreements with
all key parties and to otherwise satisfy the U.S. Treasury
Department that it has an acceptable viability plan without the
use of bankruptcy.  According to the announcement, Chrysler will
not emerge from bankruptcy as a standalone entity but will form a
new entity in which the government and other constituencies will
have a stake.  S&P expects assets, liabilities, and operations
that are not included in the new entity to be disposed of through
the bankruptcy process over time.

Not included in the CreditWatch placements are several suppliers
with less direct exposure to Chrysler but still significant
business with other automakers in North America.  S&P believes
potential systemic risks could arise because of the
interconnectedness of the North American supply base.  For
example, in S&P's opinion, a number of smaller, Tier II suppliers
could fail because of the Chrysler bankruptcy filing or the
extended assembly plant shutdowns being planned by GM for the next
several months, even if GM avoids a bankruptcy filing.  This could
pose a problem for suppliers that purchase parts from these
smaller suppliers, or even indirectly force automakers to
temporarily idle some plants.

Accordingly, S&P could place these companies on CreditWatch with
negative implications if GM were to file for bankruptcy or if S&P
began to see signs of widespread production stoppages caused by
these systemic risks:

  -- BorgWarner Inc.,
  -- Federal-Mogul Corp.,
  -- Tenneco Inc., and
  -- Dana Holding Corp.

In addition, S&P is not placing on CreditWatch any suppliers that
have corporate credit ratings in the 'CCC' category because S&P
believes the ratings on these companies already reflect a
significant risk of default because of weak industry conditions or
company-specific factors.

  -- MetoKote Corp.                               CCC+/Developing
  -- Lear Corp.                                   CCC+/Negative/--
  -- Hayes Lemmerz International Inc.             CCC+/Negative/--
  -- ArvinMeritor Inc.                            CCC+/Negative/--
  -- American Axle & Manufacturing Holdings Inc.  CCC+/Negative/--
  -- Mark IV Industries Inc.                      CCC+/Negative/--
  -- Visteon Corp.                                CCC/Negative/--
  -- Metaldyne Corp.                              CCC-/
                                                  Developing/--

S&P expects to resolve the CreditWatch listings within the next 90
days.  S&P's reviews will include the treatment of the suppliers
in Chrysler's bankruptcy proceeding; prospective assessments of
each suppliers' liquidity, including their ability to remain in
compliance with financial covenants; and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for some less-affected suppliers more quickly than for
others.

                           Ratings List

     Ratings Placed On CreditWatch With Negative Implications

                             To                  From
                             --                  ----
Harman International        BB+/Watch Neg/--    BB+/Negative/--
Industries Inc.
Johnson Controls Inc.       BBB/Watch Neg/A-2   BBB/Stable/A-2
Magna International Inc.    BBB/Watch Neg/--    BBB/Negative/--
Shiloh Industries Inc.      BB-/Watch Neg/--    BB-/Negative/--
Stoneridge Inc.             B+/Watch Neg/--     B+/Negative/--
TRW Automotive Inc.         B+/Watch Neg/--     B+/Negative/--


SUPERVALU INC: Fitch Assigns 'BB-' Rating on $500 Mil. Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to SUPERVALU Inc.'s
proposed $500 million senior unsecured notes due 2016.  The Rating
Outlook is Positive.  Proceeds from the issuance will be used for
refinancing existing debt.  SUPERVALU is concurrently tendering
for up to $700 million of senior unsecured notes, including
SUPERVALU 7.875% notes due August 2009, New Albertson's 6.95% due
August 2009 and New Albertson's 8.35% notes due May 2010.

The ratings reflect SUPERVALU's diverse geographic presence and
operating formats, a well defined operating strategy and its
commitment to debt reduction.  The ratings also consider the
operating pressures from a weak economy, pricing initiatives and
the highly competitive operating environment.  Future rating
decisions will hinge on SUPERVALU's ability to effectively execute
on its operating strategy as well as its level of debt reduction.

SUPERVALU is one of the largest operators in the U.S. grocery
business with annual sales of over $44 billion across 2,421 food
stores and supply chain services operations.  Over the past two
years since the acquisition of 1,117 Albertson's Inc. stores,
SUPERVALU has developed and implemented a strategy to improve its
in-store execution, the quality of its store base through its
'Premium, Fresh and Healthy' store remodels, and its merchandising
including its private label offering and leveraging its national
scale.  Fitch expects to see operating improvement from these
activities over time.

Nonetheless, SUPERVALU's operating performance has been pressured
by the challenging economic and competitive environment.  For
fiscal 2009, SUPERVALU reported -1.2% non-fuel identical store
sales.  The economic pressures facing the consumer has resulted in
consumer trade down to private label and promotional products and
value oriented competitors.  As SUPERVALU continues to invest in
pricing, operating profits could be pressured in fiscal 2010.

Fitch expects SUPERVALU will continue to direct a significant
portion of free cash flow to debt reduction over time.  During
fiscal 2009, SUPERVALU reduced total debt by over $350 million and
has stated its intention to reduce total debt by $1.3 billion over
the next two years.  This should lead to improvement in credit
metrics although near to intermediate term pressures on sales and
operating profitability are likely to lengthen the previously
expected pace of improvement.  For the twelve months ended Feb.
28, 2009, total adjusted debt to operating EBITDAR was 3.9 times
(x) and EBITDAR coverage of interest and rents was 2.8x.

Fitch currently rates SUPERVALU:

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured notes 'BB-'.
  -- $2 billion revolving bank credit facility 'BB';
  -- $1.25 billion term Loan A 'BB';
  -- $750 million term Loan B 'BB';


SUPERVALU INC: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SUPERVALU
Inc.'s new $500 million senior unsecured notes.  Moody's also
affirmed SUPERVALU Inc.'s Corporate Family and Probability of
Default ratings at Ba3.  The proceeds from the notes will be used
to fund a tender offer for the company's 7.875% Notes due August
2009, 6.95% Notes due August 2009, and the 8.35% Senior Notes due
May 2010.  This transaction improves the company's liquidity
profile by reducing near term maturities and preserving revolver
availability.

The affirmation of SUPERVALU's ratings reflects Moody's
expectations that the company will continue to maintain debt to
EBITDA under 5.0 times despite the current weak operating
environment.  SUPERVALU along with most industry operators are
facing a decline in same store sales as consumers cut back on food
expenditures.  SUPERVALU's ratings reflect its large scale, strong
supply chain, and geographic diversity.  Ratings also consider the
heavy capital expenditures needed to update the store base and the
need for promotional price cuts in this very competitive sector of
retail.

The rating outlook is stable reflecting Moody's expectation that
SUPERVALU will maintain credit metrics consistent with its current
rating despite pressure on same store sales and margins.

Ratings assigned:

  -- $500 million senior unsecured notes at Ba3 (LGD 4, 58%)

Ratings affirmed:

  -- Corporate Family rating at Ba3
  -- Probability of Default rating at Ba3
  -- Senior unsecured notes at Ba3 (LGD 4, 58%)

The last rating action on SUPERVALU occurred on January 8, 2009
when Moody's affirmed the company's Ba3 rating.

SUPERVALU Inc., headquartered in Eden Prairie, Minnesota, is the
country's third largest supermarket chain, with more than 2,400
stores, including approximately 863 licensee, stores, the core
supermarket operations of Albertson's, Inc. SUPERVALU also has a
food distribution business serving more than 5,000 grocery stores.
For the last twelve months revenues were around $45 billion.


SURGARLAND HOTEL GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Surgarland Hotel Group, Llc
        4900 Van Steyn Ct.
        Elk Grove, CA 95757

Bankruptcy Case No.: 09-50567

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: William C. Vidrine, Esq.
                  711 W. Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Fax: (337) 233-3897
                  Email: williamv@vidrinelaw.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 Prabpal Singh Randhawa, member and
manager of the Company.


TANEY COUNTY: S&P Downgrades Rating on $40.63 Mil. Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BBB' on Taney County Industrial Development
Authority's, Missouri's $40.63 million series 1998A and 2005B
revenue bonds, issued for Skaggs Community Health Center.

The 'BB' rating reflects the health system's operational
challenges that produced a negative 5.1% operating margin for the
10-month period ended February 28, 2009, versus a negative 1.0%
for the same period in 2008.  Management also reports challenged
balance sheet metrics, with 37 days' cash on hand, cash to debt of
40%, and leverage of 49% as of the 10 months ended Feb. 28, 2009,
which is primarily attributable to investment portfolio
performance.  In addition, the system reports open CEO and CFO
positions, which is an added credit concern during this
challenging economic environment.

"The negative outlook reflects the magnitude of the challenged
operations, covenant violations, and the need for permanent senior
management to help transition the organization," said Mr.
Williamson.

Skaggs Community Health Center is a 152-bed acute-care hospital
located in Branson, Missouri.  The hospital is a sole community
provider serving Taney and Stone counties.  The market share
remains dominant (61.0% of Taney County in 2008), although it has
decreased slightly from 63.6% in 2005.

In S&P's opinion, maximum annual debt service coverage was weak
for the 10 months of fiscal 2009 at just 0.7x compared with 2.3x
for fiscal 2008.  Liquidity at Skaggs has always been thin, in
S&P's view, and remains weak with only 37 days' cash on hand as of
February 28, 2009 (56 days at the end of fiscal 2008).

Standard & Poor's has assigned the system a Debt Derivative
Profile score of '2' on a scale of '1' to '4', with '1'
representing the lowest risk and '4', the highest risk.  The
overall score of '2' indicates that the swap issued by Branson
Ortho/Neuro Center, a subsidiary of Skaggs Community Health
Center, represents a low risk at this time.


TECH RETAIL CENTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tech Retail Center, LLC
        2400 N. Buffalo Dr
        Las Vegas, NV 89128

Bankruptcy Case No.: 09-16721

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Timothy S. Cory, Esq.
                  8831 W. Sahara Ave.
                  Lakes Business Park
                  Las Vegas, NV 89117
                  Tel: (702) 388-1996
                  Email: tim.cory@corylaw.us

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Dale Dowers, manager of the Company.


TECK RESOURCES: DBRS Assigns BB (high) Issuer Rating
----------------------------------------------------
Dominion Bond Rating Service downgraded the Unsecured Debentures
rating of Teck Resources Limited (formerly, Teck Cominco Limited;
Teck or the Company) to BBB (low) from BBB and maintained a
Negative trend.  DBRS is concurrently assigning an Issuer Rating
of BB (high) with a Negative trend, meaning that DBRS' opinion on
the default risk of Teck has declined from BBB to BB (high).  The
higher BBB (low) rating for the Unsecured Debentures is a
reflection of DBRS's Rating Methodology for Leverage Finance,
which is used for entities that have a non-investment-grade issuer
rating.

Under this methodology, DBRS has assigned a RR3 recovery rating to
Teck's Unsecured Debentures, which indicates an expected 50% to
70% recovery under a distress scenario and results in the
Unsecured Debentures being rated one notch higher than the issuer
rating.  These negative rating actions reflect Teck's weakened
financial risk profile, the Company's high debt levels and DBRS's
outlook for poorer than previously expected commodity markets,
particularly for steel-making coal.  In addition, it is DBRS's
opinion that a proposed rescheduling of the bulk of the Company's
debt obligations would only partially resolve Teck's near-term
liquidity concerns.

Teck's Unsecured Debentures rating was downgraded from BBB (high)
with a Negative trend to BBB with a Negative trend on February 17,
2009.  At that time, DBRS indicated that Teck's then current and
projected credit metrics were weak for a BBB rating.  The Company
faced serious challenges in reducing debt by way of asset sales in
a very difficult commodity market environment.

Additionally, the expectation was that if asset sales were to be
realized, they could weaken the Company's business profile.
DBRS's outlook for Teck's 2009 operating cash generation was not
positive and was clouded by the uncertainty around metallurgical
coal price negotiations for the 2009 -2010 coal sales year, which
were in progress at the time.  As well, DRBS expected higher
interest costs on refinanced debt would put added pressure on
Teck's coverage metrics.  DBRS concluded that unless Teck could
stabilize its operating results in 2009 and reduce its leverage,
further negative rating action would have been likely.

Since the February 17, 2009, rating action, Teck has had (1) Q1
2009 results from the Company's coal operations that were much
poorer than DBRS expected; (2) further deterioration of the
Company's credit metrics; (3) continuing high debt levels; (4) a
lack of progress in reducing or refinancing (terming out) the
acquisition debt used to finance the October 2008 acquisition of
interests in the assets of Fording Canadian Coal Trust (Fording);
and (5) continuing liquidity concerns and expected added financing
costs even though the Company has received commitments from
lenders to amend the terms of bridge and term loans associated
with the Fording acquisition.  In addition, DBRS's near-term
outlook for steel-making (metallurgical) coal markets has
deteriorated, with both demand and prices lower than previously
expected due to the worldwide downturn in the steel industry.

Teck made two significant announcements on April 21, 2009: (1) Q1
2009 operating results, including coal price settlements with a
number of customers for the 2009-2010 coal year, and (2) the
signing of a commitment letter with most of the lenders of its
existing US$4 billion senior term loan facility (Acquisition Term
Facility) and US$5.81 billion senior bridge loan facility (Bridge
Facility) to amend the facilities, including the extension of term
and the delay of major repayments of the facilities originally
scheduled for 2009.  Neither announcement fully resolves DBRS's
concerns with respect to Teck's near-term liquidity nor its
prospects of reducing its high debt levels in a weakening coal
market environment.

DBRS had expected that coal would be the most important
contributor to Teck's Q1 2009 operating profits due to the term
nature of export coal pricing and the Company's increased
participation in coal, but its coal results were much weaker than
expected.  First-quarter sales tonnage was 3.7 million tonnes,
well below the average quarterly level of the Company's guidance
of 20 million tonnes for full-year 2009.  In addition, first-
quarter coal sales included only about 2.1 million tonnes of
Teck's top brands of coal sold at high 2008-2009 contract prices,
with 0.6 million tonnes of lower-priced thermal coal and
0.7 million tonnes of metallurgical coal sold at much lower 2009-
2010 contract prices and 0.3 million tonnes sold at low 2007-2008
contract prices, for an aggregate first-quarter selling price of
US$204 per tonne, well below the US$300 per tonne benchmark for
top-quality metallurgical coal for the 2008-2009 coal year.
Production costs for coal were $97 per tonne for the first quarter
of 2009, similar to the 2008 average, but they were higher than
expected given a significant decline in input costs such as diesel
fuel.

Copper and zinc operations provided better-than-expected Q1 2009
contributions to operating profit despite lower prices in the
marketplace.  Compared with Q4 2008 results, negative price
adjustments, booked to sales revenue as a result of declining
metal prices, were much less a factor, aiding in the improvement
shown.

Overall, Teck's cash from operations for the first quarter of 2009
totaled $560 million.  Working capital contributed an additional
$567 million, primarily due to the receipt of approximately
$801 million of a total expected $1.1 billion tax refund.  Capital
expenditures for the first quarter included $64 million for
sustaining capital, $68 million of expansion and project
expenditure and $226 million on the Fort Hills Oil Sands (Fort
Hills) project in Alberta.  DBRS expects that 2009 sustaining
capital and expansion and project expenditures for existing
operations will total $500 million.  In addition, it is expected
that Fort Hills expenditures will decelerate significantly for the
rest of 2009, resulting in a total outlay of $330 million for the
year.  Despite net cash generation of $873 million before
financing activities, net debt at the end of the first quarter was
only marginally lower at $11.6 billion compared with $12.0 billion
at December 31, 2008.  A fall in the value of the Canadian dollar
from year-end 2008 to the end of the first quarter of 2009
resulted in a smaller decrease in debt than expected given the
significant tax refund and asset sale proceeds received since much
of Teck's debt is denominated in U.S. dollars.

With the continued resilience of Teck's copper and zinc operations
shown in the first quarter and with reduced but reasonable
contributions from coal due to lower prices for the rest of 2009,
DBRS expects that Teck will be able to modestly improve its gross
leverage of 54% at end of the first quarter of 2009 to less than
50% by year-end.  That said, significant uncertainty for the
Company remains.

Our expectations include a recovery of coal sales for the rest of
the year of approximately five million tonnes a quarter and a mix
of brands sold to yield a weighted-average of approximately US$120
per metric tonne sold based on Teck's announced price of $US128
per tonne for its highest-quality coal.  Teck has indicated that
the issue of carry-forward tonnage from the higher-priced 2008-
2009 coal contract year has not been resolved.  DBRS has not
factored in any carry-forward tonnage, hence there is some upside
pricing potential.  On the other hand, DBRS's expectations include
a recovery of shipment volumes from the low levels of the first
quarter.  The steel industry remains in flux due to weak economic
conditions throughout the world.  Additionally, the 2009-2010
price achieved for hard coking coal is the second highest price on
record, hence subject to some risk in the 2010-2011 coal contract
negotiations.  Any setback in the recent recovery of copper, zinc
and lead prices would also add to the Company's challenges.

As prescribed under the Rating Methodology for Leverage Finance,
DBRS has simulated a default scenario for Teck in order to analyze
the potential recovery for the Company's debt in the event of
default.  The scenario assumes a further deterioration in
commodity prices in 2010 and in particular a reduction in export
coal prices for the 2010-2011 coal year, combined with an
inability for Teck to access new funding sources or achieve
meaningful asset sales, resulting in an inability for the Company
to meet its loan repayment and covenant obligations in the fall of
2010, which would result in default.  In its analysis, DBRS
assumes that the Company would be reorganized as a going concern
following the event of default.  It should be noted that although
Teck's debt obligations are currently unsecured, the amendments to
the Bridge Facility and the Acquisition Term Facility contemplate
the introduction of a first-priority security interest related to
the facilities.  DBRS has assumed in its recovery analysis that
Teck's revolving credit facilities, Unsecured Debentures, Bridge
Facility and Acquisition Term Facility would continue to rank
parri passu whether under a first-priority security as
contemplated or as unsecured facilities as they are now
structured.  Of Teck's current debt instruments, only the Antamina
senior revolving credit facility ($113 million at December 31,
2008) and other debt ($91 million of largely capital leases at
December 31, 2008) are considered ranking ahead of the Unsecured
Debentures.

Based on the estimated amount of debt outstanding and the ranking
of Teck's debt instruments at the time of default, DBRS has
forecast the economic value of the enterprise using a five times
multiple of normalized EBITDA to derive a forecast recovery for
holders of the Unsecured Debentures.  Accordingly, DBRS has
assigned a recovery rating of RR3 to the Unsecured Debentures,
which corresponds to a forecast recovery of between 50% and 70% of
principal amounts.

Teck's announced major restructuring of its Acquisition Term
Facility and Bridge Facility remains subject to a number of
closing conditions, although commitment letters have been received
from 83.6% of the lenders.  The amendments would serve to reduce
the size of Teck's 2009 funding requirements of US$6.3 billion to
approximately US$1.9 billion.  With $1.6 billion cash on hand and
approximately $1.1 billion in unutilized credit facilities at the
end of the first quarter of 2009, DBRS expects that the
amendments, if implemented as indicated, would allow Teck to
adequately meet the revised maturity obligations.  Nonetheless,
the amendments would not serve to resolve the Company's high
leverage and will add to financing cost through extension fees of
approximately US$96 million and higher interest costs.  DBRS
expects additional reductions of the Bridge Facility through asset
sales or term refinancing to occur during the year.

There is a wide range of other features of the new lender
commitments that would focus much of Teck's cash generation,
funding from new debt, asset sales and tax refunds related to the
Fording acquisition to repayment of Bridge Facility obligations.

Teck's current and projected credit metrics are weak for a BB
(high) issuer rating.  The amendments to the Bridge Facility and
the Acquisition Term Facility provide the Company relief from its
near-term maturity obligation, but they are not fully resolved.
Completion of the current credit amendments needs to be achieved
and further re-financing is required to term out the Bridge
Facility loan.  The Company continues to face serious challenges
in reducing debt by way of asset sales in the current market
environment and if asset sales are realized, they could weaken the
Company's business profile.  The outlook for 2009 operating cash
generation is modest and is subject to the greater-than-normal
uncertainty in the current economic climate.  Additionally, higher
interest costs on refinanced debt will put further pressure on
coverage metrics.  Accordingly, Teck's ratings remain on Negative
trend with the possibility of further negative rating actions.


TEKNI-PLEX: Senior Vice President Mike Franklin Steps Down
----------------------------------------------------------
Tekni-Plex, Inc.'s Senior Vice President, Pharmaceutical and
International, Michael Franklin, has resigned, according to the
Company's filing with the Securities and Exchange Commission last
week.

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/ -- manufactures packaging, packaging
products and materials as well as tubing products.  The company
primarily serves the food, healthcare and consumer markets.  It
has built leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina, and Canada.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Moody's Investors Service withdrew the ratings for Tekni-Plex,
Inc., due to a lack of sufficient information to assess the
creditworthiness of the company.  Tekni-Plex has ceased publishing
financial data due to the discovery of irregularities in its
accounting for accounts receivable and inventory in one of its
divisions and the related ongoing investigation.  The Company is a
voluntary filer and has obtained waivers from its lenders allowing
it until December 31, 2009, to file the required statements.
Although the Company has successfully restructured and reduced its
debt and secured financing to continue operating, the lack of
published financial data leaves insufficient information to assess
effectively the creditworthiness of the issuer.  The Company has
also declined to provide any information to Moody's to facilitate
the continuation of ratings coverage.

These ratings were withdrawn:

  -- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2,
     16%)

  -- $275 million 12-3/4% sr. subordinated notes due 2010, C
     (LGD5, 85%)

  -- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5,
     85%)

  -- $275 million 8.75% sr. secured second lien notes due 2013,
     Caa3 (LGD3, 46%)

  -- Caa3 Corporate Family Rating

  -- Caa3/LD Probability of Default Rating

Tekni-Plex completed on December 5, 2008, consent solicitations
related to its outstanding 10.875% Senior Secured Notes due 2012
and its 8.75% Senior Secured Notes due 2013.  The Company was
soliciting consents to waive and amend certain covenants in (i)
the Indenture, dated as of June 10, 2005, by and among the
company, each of the guarantors party and HSBC Bank USA, National
Association, as trustee, pursuant to which the 2012 Notes were
issued; and (ii) the Indenture, dated as of November 21, 2003, by
and among the company, the Guarantors and the Trustee, pursuant to
which the 2013 Notes were issued.

The Guarantors and the Trustee entered into waivers under the 2012
and 2013 Indentures.  The Waivers provide for:

  (i) a waiver of the Company's failure to comply with the
      Indentures which require the company to file an Annual
      Report on Form 10-K for the fiscal year ended June 27,
      2008, and a Quarterly Report on Form 10-Q for the fiscal
      period ended September 26, 2008, with the Securities and
      Exchange Commission; and

(ii) a waiver of the Company's failure to comply with the
      Indentures which require the company to deliver an
      Officers' Certificate to the Trustee in connection with
      its fiscal year ended June 27, 2008, stating that, among
      other things, the company is not in default in the
      performance or observance of any of the terms, provisions
      and conditions of the Indentures or the Security Documents.


THORNBURG MORTGAGE: Equity Holders to Get Nothing Under Bankruptcy
------------------------------------------------------------------
Thornburg Mortgage, Inc., together with certain of its wholly-
owned direct and indirect subsidiaries, ADFITECH, Inc., Thornburg
Acquisition Subsidiary, Inc., Thornburg Mortgage Home Loans, Inc.
and Thornburg Mortgage Hedging Strategies, Inc, filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Maryland, May 1.

The Company filed under case numbers 09-17787, 09-17788, 09-17790,
09-17791 and 09-17792, respctively.

The Bankruptcy Court assumed jurisdiction over the assets of the
Debtors as of the date of the filing of the bankruptcy petitions.
The Debtors will remain in possession of their assets and continue
to operate their business as debtors-in-possession, subject to the
provisions of the Bankruptcy Code and the orders of the Bankruptcy
Court.  To date, no trustee or examiner has been appointed.

The Company has not filed its Annual Report on Form 10-K for the
year ended December 31, 2008, does not intend to hold an Annual
Meeting of Stockholders in June 2009 and anticipates that there
will be no funds available for distribution to any equity holders
of the Company.

The Company and Thornburg Investment Management, Inc. are separate
and independent legal entities.  Garrett Thornburg is the Chairman
of both firms and together they occupy the Thornburg Campus in
Santa Fe, New Mexico; however, the businesses of Thornburg
Investment Management, Inc. are not related to, or affected by,
the business of the Company.

The Company's filing of the voluntary petition for relief under
Chapter 11 of the Bankruptcy Code constituted an event of default
under the Company's 8% Senior Notes due 2013, Senior Subordinated
Secured Notes due 2015, Floating Rate Junior Subordinated Notes
due 2035, Floating Rate Junior Subordinated Notes due January
2036, and Floating Rate Junior Subordinated Notes due April 2036.

As a result, all unpaid principal and any accrued and unpaid
interest on all outstanding Senior Notes and Senior Subordinated
Notes became immediately due and payable. Upon receipt from the
trustee or the holders of at least 25% of the outstanding
principal amount of each of the 2035 Notes, January 2036 Notes and
April 2036 Notes of a declaration of acceleration as a result of
the event of default, all unpaid principal and accrued and unpaid
interest on the outstanding 2035 Notes, January 2036 Notes and
April 2036 Notes, respectively, will become immediately due and
payable.

In addition, the regularly scheduled March 30, 2009 interest
payment due on the Senior Subordinated Notes in an aggregate
amount of approximately $74.8 million was not paid within the
30-day grace period. Therefore, the accelerated amounts due and
payable with respect to the Senior Notes and the Senior
Subordinated Notes are, and in the case of the Junior Notes is
expected to be, approximately $304.6 million, $1.3 billion and
$213.8 million, respectively, as of April 30, 2009.

The Company said Paul G. Decoff, the Company's Senior Executive
Vice President and Chief Lending Officer, resigned from his
positions effective April 30, 2009, in light of the Company's plan
to discontinue its operations and effect an orderly wind down of
its operations, and in light of the involuntary termination of his
employment with Thornburg Mortgage Advisory Corporation as part of
the Company's wind down and previously announced reduction-in-
force.

On April 30, 2009, the Forbearance Agreement entered into by the
Company and JPMorgan Chase Funding, Inc., Credit Suisse
Securities, LLC, Credit Suisse International, Greenwich Capital
Markets, Inc., Greenwich Capital Derivatives, Inc. and The Royal
Bank of Scotland plc, dated as of March 16, 2009, and amended on
March 31, 2009, the Forbearance Agreement entered into by the
Company and Citigroup Global Markets Limited, dated as of March
16, 2009, and amended on March 31, 2009, and the Forbearance
Agreement entered into by the Company and UBS AG, dated as of
March 16, 2009, and amended on March 31, 2009, each expired in
accordance with its terms.

The full-text copy of the amended agreement on March 31 is
available for free at http://ResearchArchives.com/t/s?3c5d

As permitted by these agreements, during April 2009, each of
Credit Suisse, JPM and Greenwich sold or otherwise applied the
collateral pledged under the repurchase agreements, auction swap
agreements or similar financing agreements under which they
extended credit to the Company or TMHS and calculated the related
deficiency amounts.  Since April 27, 2009, Credit Suisse, JPM and
Greenwich have submitted deficiency notices to the Company under
their Financing Agreements in the amounts of $911.6 million,
$386.1 million and $1.0 billion, respectively.

The Company has not completed its review of the calculations used
by the Financing Counterparties to determine the claimed
deficiency amounts and has requested additional information and
documentation from the Financing Counterparties to review the
deficiency amounts asserted.  Unpaid or deficiency amounts of
approximately $393.6 million and $86.6 million, respectively, were
previously calculated under the Company's respective Financing
Agreements with Citi and UBS, and such amounts do not include any
additional interest that has accrued since March 16, 2009. Any
amounts owed under the Financing Agreements became due on May 1,
2009 and remain outstanding.

Also, as permitted by the Forbearance Agreements, during April
2009 the Financing Counterparties requested that the Company
provide certain information and administrative assistance to the
Financing Counterparties in anticipation of the exercise by the
Financing Counterparties of their right to foreclose on the
mortgage servicing rights previously pledged by the Company and
TMHL as security for deficiencies.

Accordingly, the Company has provided to the Financing
Counterparties certain loan portfolio information and has
participated in related discussions with the Financing
Counterparties and with the subservicer for the bulk of the
serviced loan portfolio.

The Company has said the collateral agent under the security
agreement under which the MSRs were pledged has not enforced the
security interest in the MSRs and the Financing Counterparties
have not notified the Company of any arrangements to sell or
otherwise transfer the MSRs.

                  About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                           *     *     *

As of September 30, 2008, Thornburg Mortgage had $26.2 billion in
total assets and $26.6 billion in total liabilities, resulting in
$323.3 million in stockholders' deficit.  The Company posted net
income of $140.0 million for the three months ended, and net loss
of $2.75 billion for the nine months ended, September 30, 2008.

As reported by the Troubled Company Reporter on April 7, 2009,
Moody's Investors Service downgraded the ratings on the senior
unsecured debt of Thornburg Mortgage, Inc., to C from Ca.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  S&P said that the outlook is negative.


THORNBURG MORTGAGE: Chapter 11 Case Summary & List of Creditors
---------------------------------------------------------------
Debtor: Thornburg Mortgage, Inc.
        111 South Calvert Street, Suite 1400
        Baltimore, MD 21202

Bankruptcy Case No.: 09-17787

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ADFITECH, INC.                                     09-17788
Thornburg Acquisition Subsidiary, Inc.             09-17790
Thornburg Mortgage Home Loans, Inc.                09-17791
Thornburg Mortgage Hedging Strategies, Inc.        09-17792

Related Information: Thornburg is a single-family residential
                     mortgage lender focused principally on prime
                     and super-prime borrowers seeking jumbo and
                     super-jumbo adjustable-rate mortgages.  The
                     Company originates, acquires, and retains
                     investments in adjustable and variable rate
                     mortgage assets.  Its ARM assets comprise
                     of purchased ARM assets and ARM loans,
                     including traditional ARM assets and hybrid
                     ARM assets.

                     Thornburg Mortgage, Inc. and Thornburg
                     Investment Management are separate and
                     independent legal entities.  Garrett
                     Thornburg is the Chairman of both firms and
                     together they occupy the Thornburg Campus,
                     however the businesses of Thornburg
                     Investment Management are not related to, or
                     affected by, the business of Thornburg
                     Mortgage, Inc.

                     Troubled Company Reporter on April 7, 2009,
                     that Moody's Investors Service has downgraded
                     the ratings on the senior unsecured debt of
                     Thornburg Mortgage, Inc., to C from Ca.  This
                     concludes Moody's review.

                     The rating action reflects an expectation of
                     default encapsulated in a bankruptcy filing
                     and the potential for above-average loss
                     severity on Thornburg's debt.  The REIT
                     announced in a press release on April 1,
                     2009, that although it received forbearance
                     from its repo counterparties until April 30,
                     2009, it anticipates filing for Chapter 11
                     bankruptcy protection.  Thornburg also said
                     that it will not be making an interest
                     payment on its senior subordinated notes due
                     2015, which will constitute a separate event
                     of default upon the expiration of the 30-day
                     grace period.

                     See http://www.thornburgmortgage.com/

Chapter 11 Petition Date: May 1, 2009

Court: District of Maryland

Judge: Duncan W. Keir

Debtor's Counsel: David E. Rice, Esq.
                  Venable LLP
                  750 East Pratt Street, Suite 900
                  Baltimore, MD 21202
                  Tel: (410) 244-7400
                  Fax: (410) 244-7742
                  http://www.venable.com

Investment Banker
and Financial
Adviser:          Jim Murray, Esq.
                  David Hilty, Esq.
                  Houlihan Lokey Howard & Zukin Capital, Inc.
                  245 Park Ave.
                  New York, NY 10167
                  Tel: (212) 497-4100
                  Fax: (212) 661-3070
                  http://www.hl.com

Financial
Advisor:          Protiviti Inc.
                  2884 Sand Hill Rd.
                  Menlo Park, CA 94025
                  http://www.protiviti.com/

Special Counsel:  Orrick, Herrington & Sutcliffe LLP
                  666 Fifth Avenue
                  New York, NY 10103-0001
                  Tel: (212) 506-5000
                  Fax: (212) 506-5151
                  http://www.orrick.com/

Accountants and
Tax Consultants:  KPMG LLP
                  757 Third Ave.
                  New York, NY 10017
                  http://www.kpmg.com/

Notice and
Claims Agent:     Epiq Systems, Inc.
                  http://bsillc.com/

The Debtors' financial condition, consolidated with their
affiliates and non-debtor-affiliates, as of January 31, 2009:

Total Assets: $24,400,000,000

Total Debts: $24,700,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilmington Trust Company       senior subor.     $1,334,176,370
as trustee for                 notes 12% debt
senior subordinated
noteholders
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn: Mike Oller
Tel: (302) 636-6410
Fax: (302) 651-8010

RBS Global banking &           master repurchase $1,001,179,399
Markets/Greenwich              agreement,
Capital Derivatives/Markets    auction, swaps,
600 Steamboat Road             interests caps
Greenwich, CT 06830
Attn: James Esposito
Tel: (203) 625-6072
Fax: (203) 618-2132

Credit Suisse Securities       master repurchase $911,555,884
(USA) & Credit                 agreement,
Suisse International           auction swaps,
One Madison Avenue             interest caps
New york, NY 10010
Attn: Steve Mcmorran
Tel: (212) 325-2000
Fax: (212) 325-8232

Citigroup Global Markets Inc.  master repurchase $393,600,000
Agent for Citigroup Global     agreement
Markets limited
390 Greenwich Street
5th floor
New york, NY 10013
Attn: Sanjay V. Reddy
Tel: (212) 723-6293
Fax: (212) 723-8615

Bear Sterns Investment         master repurchase $386,089,684
Products, Inc.                 agreement
J.P. Morgan Ventures
Corporation
277 Park Avenue
New York, NY 10172
Attn: Miriam Kulnis
Tel: (212) 622-4526
Fax: (212) 622-4557

Deutsche Bank National Trust   senior debt 8%    $304,612,060
company as trustee for         debt
senior noteholders
Global Transactions Banking
25 Deforest Ave.
MS SUM01-0105
Summit, NJ 07901
Attn: David Contino
Tel: (908) 608-3183
Fax: (866) 369-2581

Wells Fargo Delaware Trust     junior notes      $213,782,907
company as trustee for junior
noteholders
corporate trust services
MAC N2722-160
919 North Market Street
Suite 1600
Wilmington, DE 19801
Tel: (302) 575-2008
Fax: (302) 575-2006

UBS Securities LLC             master repurchase $86,652,501
1285 Avenue of the Americas    agreement
11th floor
New york, NY 10019
Attn: Roger Canton
PH: (781) 622-1611
FX: (781) 622-2650

Williams & Connelly LLP        trade             $33,241
725 Twelfth Street, NW
Washington, DC 20005-5901
Attn: H.W. Gutman
Tel: (202) 434-5000
Fax: (202) 434-5029

IPS Sendero                    trade             $28,940
7272 E. Indian School Road
Scottsdale, AZ 85251
Attn: Roy Berelowitz
Tel: (800) 321-6899
Fax: (480) 946-8224

Overland Borenstein Scheper &  principal and     $24,595
Kim LLP                        interest
601 W. 5th Street, 12th fl.
Los Angeles, CA 90071-2025
Attn: William Foreman
Tel: (213) 613-4682
Fax: (213) 613-4656

West LB                        principal and     $24,595
1211 Avenue of the Americas    interest
23rd floor
New York, NY 10036
Attn: Bruce West
Tel: (212) 597-1329
Fax: (212) 597-8358

THE CARLISLE GROUP, INC.       vendor            $7,500
544 JEFFERSON AVENUE
SCRANTON, PA 18510
ATTN: BOB KESTER
PH: (570) 963-2036
FX: (570) 963-2035

Katten Muchin Rosenman         professional      $5,079
525 W. Monroe Steet            services
Chicago, IL 60661-3693
Attn: Janet Pasteris-Abell
Tel: (312) 577-8025
Fax: (312) 577-4771

Faegre & Benson                vendor            $2,636
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-3901
Attn: D. Simon
Tel: (612) 766-7000
Fax: (612) 766-1600

Dun & Bradstreet               professional      $2,636
5800 Airport Blvd              services
Austin, TX 78752-4204
Attn: Errol C./ Anita Wood
Tel: (800) 234-3867
Fax: (866) 389-3514

Rodey, Dickason, Sloan, Akin   professional      $2,345
& Robb, P.A.                   services
315 Paseo De Peralta
Santa Fe, New Mexico 87501
Attn: John Burton
Tel: (505) 765-5900
Fax: (505) 954-3942

Cenlar                         vendor             unliquidated
425 Phillips Blvd
Ewing, NJ 08628
Attn: Kurt Wnorowski
Tel: (609) 883-3900 ext. 2906
Fax: (609) 718-4505

Altura Communication Solutions vendor            unliquidated
1570 Pacheco St.
Suite B6
Santa Fe, NM 87505
Attn: Gretchen Witti
Tel: (505) 954-3340
Fax: (505) 954-3350

The petition was signed by Clarence G. Simmons, III, senior
executive vice president and chief financial officer.


TRANSFERABLE CUSTODIAL: Moody's Lifts Rating on Receipts from Ba3
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
rating of a Note issued by Transferable Custodial Receipts.

The rating actions are:

Transferable Custodial Receipts

  -- Transferable Custodian Receipts Notes, Upgraded to A1;
     Previously on 1/22/2009 Upgraded to Ba3

The Note is a repack of the Class A-2 Floating Rate Notes issued
by Bristol CDO I Ltd., a multisector CDO that closed in October
2002 and is insured by CIFG Assurance North America, Inc currently
rated Ba3. The Class A-2 Floating Rate Notes are currently rated
A1. The A-2 notes were downgraded to A1 from Aaa on 02/26/2009.

These rating actions are a result of Moody's modified approach to
rating structured finance securities wrapped by financial
guarantors.  Please see the press release dated November 10, 2008,
titled "Moody's modifies approach to rating structured finance
securities wrapped by financial guarantors".  The rating of these
securities is equal to the higher of (i) the guarantor's insurance
financial strength rating and (ii) the underlying rating (i.e.,
absent consideration of the guaranty) on the security.


TRIBUNE CO: Baltimore Sun Lays Off 61 Newsroom Employees
--------------------------------------------------------
Agence France-Presse reports that reports that Baltimore Sun laid
off 61 or almost a third of its 205 newsroom employees on Tuesday
and Wednesday.

The newsroom staff has been reduced by more than 60% since the
Tribune Co. acquired Baltimore Sun in 1999, AFP relates, citing
the Newspaper Guild, the union which represents employees at the
Sun.  Baltimore Sun spokesperson Renee Mutchnik said that the
moves were "our plan for success, not just survival," AFP states.

AFP quoted Ms. Mutchnik as saying, "We're going to become a 24-
hour, local news-gathering media company so we can more
effectively gather content and distribute it among our different
platforms: print, online and mobile.  As everyone knows, more and
more readers are moving online, and advertisers are following
them."

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of December 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TROPICANA ENTERTAINMENT: Starts Sec. 363 Process for N.J. Casino
----------------------------------------------------------------
Retired Justice Gary S. Stein, the state-appointed trustee and
conservator of the Tropicana Atlantic City Casino and Resort, said
that, as planned, the Company has filed motions seeking bankruptcy
court authorization to conduct a sale of the casino and resort for
a minimum of $200 million.  The sale will be conducted pursuant to
Section 363 of the United States Bankruptcy Code with the
objective of selling the Tropicana's assets free and clear of any
liens and claims other than certain assumed liabilities.

The New Jersey Casino Control Commission granted authorization to
Justice Stein to enter into a "stalking horse" asset purchase
agreement that provides for Tropicana's pre-petition lenders,
through a newly formed entity, to purchase the Tropicana in
exchange for the cancellation of at least $200 million of their
secured claims.  The sale of the Tropicana is subject to customary
conditions and an auction process designed to achieve the highest
price possible for the assets.

To implement the Section 363 sale process, Tropicana and its
wholly-owned subsidiary, Manchester Mall, Inc., filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Camden, New Jersey.  Tropicana
also filed a motion seeking approval of proposed bidding
procedures for a court-supervised auction.  The bidding
procedures, if approved, would require interested parties to
submit binding offers to acquire the Tropicana within
approximately 30 days, and, assuming qualified bids are submitted,
an auction would be held within approximately one week of the bid
deadline.  A court hearing approving the sale to the winning
bidder is expected to be held within approximately two months,
with a final closing to occur several months later, after the
Commission has had an opportunity to review and approve the
interim casino license application of the winning bidder.

Justice Stein said, "We have initiated the Section 363 process in
order to complete a sale of the Tropicana in an orderly, efficient
and legally binding manner.  By starting out with a 'stalking
horse bid' and providing for an auction to facilitate competitive
bidding by other qualified buyers, this process is intended to
achieve the highest price possible in light of current conditions
in the gaming industry."

In conjunction with initiating the Section 363 bankruptcy sale
process, the Tropicana has filed customary "First Day Motions"
seeking court orders to help ensure the stability and the
uninterrupted operation of the casino and resort.  These motions
seek authority to provide employee compensation and benefits as
usual, to pay vendors in the ordinary course of business for goods
and services provided after the filing, and to honor the
Tropicana's obligations to its customers in the ordinary course.
Copies of these motions and other information related to the legal
proceedings are available at www.kccllc.net/TropicanaAC.

Mark Giannantonio, President and Chief Operating Officer of the
Tropicana, said, "The Tropicana is open and conducting business as
usual, and we fully expect to continue to operate in a smooth and
uninterrupted manner during the sale process and the transition to
the new owners.  Customers can expect to continue to receive the
highest-quality hotel, entertainment and casino experience.  The
Tropicana has ample financial resources to satisfy customary
obligations associated with ongoing operations of the business,
including the timely payment of employee obligations, normal
operating expenses and other obligations."

                   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)


TRW AUTOMOTIVE: S&P Puts 'B+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed the ratings
on six North American auto suppliers on CreditWatch with negative
implications following Chrysler LLC's filing for Chapter 11
bankruptcy protection in the United States.  The six auto
suppliers are Harman International Industries Inc., Johnson
Controls Inc., Magna International Inc., Shiloh Industries Inc.,
Stoneridge Inc., and TRW Automotive Inc.

The CreditWatch listings reflect the multiple scenarios -- almost
all of them negative -- that could play out over the next few
months despite the government's efforts to maintain a smooth
postpetition operation of Chrysler and minimize the duration of
the bankruptcy.  S&P expects Chrysler's filing to result in lower
vehicle production in the near term, even compared to what S&P
believes have been very low levels thus far in 2009.  These events
will, in S&P's view, adversely affect the financial risk profiles
of these North American auto suppliers enough, in some cases, to
result in downgrades.

S&P believes the filing was caused by inadequate liquidity because
S&P understand the company was unable to reach agreements with all
key parties and to otherwise satisfy the U.S. Treasury Department
that it has an acceptable viability plan without the use of
bankruptcy.  According to the announcement, Chrysler will not
emerge from bankruptcy as a standalone entity but will form a new
entity in which the government and other constituencies will have
a stake.  S&P expects assets, liabilities, and operations that are
not included in the new entity to be disposed of through the
bankruptcy process over time.

Not included in the CreditWatch placements are several suppliers
with less direct exposure to Chrysler but still significant
business with other automakers in North America.  S&P believes
potential systemic risks could arise because of the
interconnectedness of the North American supply base.  For
example, in S&P's opinion, a number of smaller, Tier II suppliers
could fail because of the Chrysler bankruptcy filing or the
extended assembly plant shutdowns being planned by GM for the next
several months, even if GM avoids a bankruptcy filing.  This could
pose a problem for suppliers that purchase parts from these
smaller suppliers, or even indirectly force automakers to
temporarily idle some plants.

Accordingly, S&P could place these companies on CreditWatch with
negative implications if GM were to file for bankruptcy or if S&P
began to see signs of widespread production stoppages caused by
these systemic risks:

  -- BorgWarner Inc.,
  -- Federal-Mogul Corp.,
  -- Tenneco Inc., and
  -- Dana Holding Corp.

In addition, S&P is not placing on CreditWatch any suppliers that
have corporate credit ratings in the 'CCC' category because S&P
believes the ratings on these companies already reflect a
significant risk of default because of weak industry conditions or
company-specific factors.

  -- MetoKote Corp.                               CCC+/Developing
  -- Lear Corp.                                   CCC+/Negative/--
  -- Hayes Lemmerz International Inc.             CCC+/Negative/--
  -- ArvinMeritor Inc.                            CCC+/Negative/--
  -- American Axle & Manufacturing Holdings Inc.  CCC+/Negative/--
  -- Mark IV Industries Inc.                      CCC+/Negative/--
  -- Visteon Corp.                                CCC/Negative/--
  -- Metaldyne Corp.                              CCC-/
                                                  Developing/--

S&P expects to resolve the CreditWatch listings within the next 90
days.  S&P's reviews will include the treatment of the suppliers
in Chrysler's bankruptcy proceeding; prospective assessments of
each suppliers' liquidity, including their ability to remain in
compliance with financial covenants; and prospects for the
viability of their businesses more broadly, including future
incremental revenue and profitability declines.  S&P may resolve
the reviews for some less-affected suppliers more quickly than for
others.

                           Ratings List

     Ratings Placed On CreditWatch With Negative Implications

                             To                  From
                             --                  ----
Harman International        BB+/Watch Neg/--    BB+/Negative/--
Industries Inc.
Johnson Controls Inc.       BBB/Watch Neg/A-2   BBB/Stable/A-2
Magna International Inc.    BBB/Watch Neg/--    BBB/Negative/--
Shiloh Industries Inc.      BB-/Watch Neg/--    BB-/Negative/--
Stoneridge Inc.             B+/Watch Neg/--     B+/Negative/--
TRW Automotive Inc.         B+/Watch Neg/--     B+/Negative/--


UNIFRAX LLC: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's lowered Unifrax LLC 1's Corporate Family Rating to B3 from
B2 and the ratings on the $50 million revolving credit facility
and the Term Loan B to B1 from Ba3.

The downgrades reflect lower expected sales and cash flow
generation in 2009 due to weak end market demand in the industrial
thermal management business and particularly in the emissions
control business servicing the automotive industry.  The rating
outlook is negative.  This summarizes the ratings activity:

Ratings downgraded:

Unifrax LLC 1

* Corporate Family Rating -- B3 from B2

* Probability of Default Rating -- B3 from B2

* $50mm Gtd Sr Sec Revolver due 2012 -- B1 (LGD2, 28%) from Ba3
  (LGD2, 29%)

* $180mm Gtd Sr Sec Term Loan B due 2013 -- B1 (LGD2, 28%) from
  Ba3 (LGD2, 29%)

The lower CFR reflects Unifrax's weak operating performance, the
limited visibility of sales levels for the balance of the year,
credit metrics that have deteriorated and the possibility the
company may not generate sufficient EBITDA to meet its financial
covenants under its credit agreement.  The emissions control
business has been impacted by the decline in automotive sales in
2008 that continued in the first quarter of 2009.  The Industrial
Thermal Management business has also been negatively impacted by
the slowdown in economic activity in Europe and North America.
There remains limited visibility for Unifrax's end market demand
in 2009 and, despite cost reduction efforts, Unifrax may not be
able to meet its leverage covenant under its credit agreement
without the company exercising the equity cure option.  In
February 2009, Unifrax did dividend cash to its holding company,
where Unifrax's owners plan to hold the cash for potential use to
cure any bank covenant ratio shortfalls or for other purposes
during 2009.

The negative outlook reflects the global economic slowdown,
uncertainty over Unifrax's end market demand and the potential for
Unifrax not to generate sufficient cash to meet its credit
agreement financial covenants.  Should Unifrax return to
generating EBITDA greater than $5 million per month on a sustained
basis, the outlook could be returned to stable.

Moody's most recent announcement concerning the ratings for
Unifrax was on September 27, 2006.  At that time, Moody's upgraded
the ratings on Unifrax's debt issues in accordance with Moody's
new Loss Given Default rating methodology.

Unifrax LLC 1, based in Niagara Falls, New York, is a leading
producer of heat resistant ceramic fiber products, primarily for
automotive, fire protection, and industrial furnace-related
applications. Revenues were $313 million for the year ended
December 31, 2008.


UNISYS CORP: Distressed Exchange Cues Moody's Junk Rating
---------------------------------------------------------
Moody's Investors Service downgraded Unisys' probability of
default rating to Ca from B3 following the announcement that the
company has commenced a private offer to exchange its unsecured
senior notes for up to $375 million of new 12.625% Senior Secured
Notes due 2014 (New Secured Notes).  In addition, Moody's has
placed all other ratings on review for possible downgrade pending
the completion of the debt exchange process.

Under the exchange offer for the early tender period (ending May
13, 2009), the holders of the $300 million 6.875% Senior Notes due
2010 (2010 Notes) can exchange $1,000 of principal amount for $900
of New Secured Notes and $100 in cash.  Next in priority, the
holders of the $400 million 8% Senior Notes due 2012 (2012 Notes)
can exchange $1,000 of principal amount for $680 of the New
Secured Notes.  The New Secured Notes that Unisys issues in
exchange for the 2010 Notes and 2012 Notes will not exceed $300
million in aggregate principal amount.  Holders of the $210
million 12.5% Senior Notes due 2016 and $150 million 8.5% Senior
Notes due 2015 (in that order of priority following the 2012 Notes
exchange) can exchange $1,000 of principal amount plUS$305 in cash
for $1,000 of the New Secured Notes.  The maximum issuance amount
of the New Secured Notes will be $375 million.

The downgrade of the PDR reflects Moody's view that the debt
exchange constitutes a distressed exchange which is tantamount to
a default if successfully completed.  Moody's reflect the very
high likelihood of this event occurring through the assignment of
the Ca PDR.

Moody's review will focus on the company's capital structure after
completion of the exchange offer and its prospective ability to
pay down any remaining amount of the 2010 Notes due March 2010 and
improve its liquidity profile by increasing free cash flow in the
midst of significant restructuring initiatives and the current
economic recession.  The review will also continue to assess the
company's ability to retain key clients, stabilize revenues,
implement any further restructuring programs, manage working
capital needs, and raise additional capital by potentially selling
certain assets or business lines, if necessary.

Ratings downgraded:

  -- Probability-of-default rating to Ca from B3

Ratings under review for possible downgrade:

  -- Corporate Family Rating of B3;

  -- Probability-of-default rating of Ca;

  -- $300 million 6.875% senior unsecured notes due 2010 of Caa1
     (LGD 4, 63%)

  -- $400 million 8% senior unsecured notes due 2012 of Caa1 (LGD
     4, 63%)

  -- $150 million 8.5% senior unsecured notes due 2015 of Caa1
      (LGD 4, 63%)

  -- $210 million 12.5% senior unsecured notes due 2016 of Caa1
      (LGD 4, 63%)

Speculative Grade Liquidity (SGL) rating of SGL-3

Moody's subscribers can find additional information in the Unisys
Credit Opinion published on Moodys.com.

The last rating action was on January 26, 2009 when Moody's
downgraded the ratings of Unisys' corporate family and probability
of default ratings each to B3 from B2, and the company's senior
unsecured notes to Caa1 from B2.  The rating outlook was negative.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation, with
revenues of $5.2 billion for the year ended December 31, 2008,
provides I/T services and technology hardware to commercial and
governmental clients worldwide.


UNISYS CORP: Exchange Offer on Notes Cues S&P to Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Blue Bell, Pennsylvania-based Unisys
Corp. to 'CC' from 'B'.  S&P also lowered the ratings on the
company's senior notes maturing in 2012, 2015, and 2016 to 'CC'
from 'B', and placed these ratings and the corporate credit rating
on CreditWatch with developing implications.

"The CreditWatch with developing implications means the rating
could be raised or lowered depending upon the outcome of the
exchange offer," said Standard & Poor's credit analyst Martha
Toll-Reed.  In addition, S&P affirmed the 'B' rating on the
company's $300 million senior notes due March 2010.  This rating
is not on CreditWatch.

These actions follow the company's announcement that it is
offering to exchange all existing series of senior unsecured notes
for new senior secured notes maturing September 2014 in an amount
of at least $200 million, but not to exceed $375 million.  The
exchange offer made to each tranche of existing bonds varies in
value (based on individual tranche circumstances) and priority
(based on the order of maturity).  It is a condition to the
completion of the exchange offer that notes representing at least
40% ($120 million) of the 2010 Notes have been validly tendered,
although the company retains the option to proceed if less than
40% of the 2010 Notes are validly tendered.

It is S&P's preliminary expectation that if the exchange offer is
successful, S&P would raise the corporate credit rating and all
affected issue ratings to 'B'.  S&P believes the exchange
sufficiently addresses the near term maturity of the 2010 Notes,
and that even in the absence of a revolving credit facility Unisys
would maintain adequate liquidity.

On consummation of the transaction, the corporate credit rating
could be raised or lowered.  The current actions reflect S&P's
view that the exchange may include transactions S&P would
characterize as distressed.  However, S&P note there is a possible
outcome where only (some or all of) the 2010 notes are exchanged,
which would not be deemed a distressed exchange.

If the consummated transaction includes any portion of the 2012,
2015 and 2016 tranches (an "Exchanged Tranche"), the rating on the
Exchanged Tranche would be lowered to 'D', and the corporate
credit rating would be lowered to 'SD' (for selective default).
Pending an expeditious review of the post-exchange capital
structure, it is S&P's preliminary expectation that S&P would
raise the corporate credit rating and all affected issue ratings
to 'B'.  Although less likely, if the 2010 Notes are the only
tranche exchanged, S&P would raise the corporate credit and all
affected issues to 'B'.


UNISYS CORP: Fitch Downgrades Issuer Default Rating to 'C'
----------------------------------------------------------
Fitch Ratings has downgraded Unisys Corp.'s ratings subsequent to
the company's debt exchange offer:

  -- Issuer Default Rating to 'C' from 'CCC';
  -- Secured credit facility to 'B-/RR1' from 'B+/RR1';
  -- Senior unsecured debt to 'C/RR4' from 'CCC/RR4'.

The downgrades reflect Fitch's belief that Unisys' debt exchange
offer for up to $375 million of new senior secured debt
constitutes a coercive debt exchange.  Fitch defines a CDE as an
exchange offer with a material reduction in original contract
terms, such as principal, interest or extension of maturity date,
that is de facto necessary, even if not explicitly coercive, due
to a high probability of default or insolvency over the near term
absent the exchange.

Under the terms of the offering, Unisys' existing notes due after
2010 would be eligible to receive only 67%-68% of par value in
exchange for new senior secured notes due 2014, assuming the bonds
are tendered prior to or on the early tender date of May 13, 2009.
The notes due 2010 are exchangeable at 100% of par value (10%
cash/90% new secured debt), but the maturity date would be
extended by four years.  Furthermore, 2010 notes that are not
tendered would be junior in ranking to the new senior secured
debt, thereby potentially reducing the recovery rate in the event
of default.

Procedurally, if the exchange is executed as proposed, Fitch would
lower Unisys' IDR to 'RD' after the exchange offer concludes on
May 28, 2009, unless extended, reflecting the CDE.  Subsequently,
Fitch expects to upgrade Unisys' IDR to at least 'CCC',
considering the new debt structure post exchange.  The new senior
secured notes would likely be rated three notches higher than the
upgraded IDR, given Fitch's expectations for 90%-100% recovery in
the event of default, assuming the $275 million secured credit
facility expires as expected on May 31, 2009 and is not replaced.

Although the debt exchange could potentially improve Unisys' near-
term liquidity position by extending near-term maturities, Fitch
believes total leverage will not materially change, since the
notes due 2010, which have first exchange priority, are
exchangeable for new secured debt at 90% of par value.  As a
result, Fitch estimates total debt pro forma for the exchange will
only decline by approximately $44 million, or 4%, to $1 billion in
the event the maximum amount of notes due 2010 ($300 million),
2012 ($44.1 million) and 2015/2016 ($75 million in aggregate) are
tendered.  Furthermore, Fitch believes Unisys' pro forma interest
coverage will decline, as total interest expense is likely to
increase due to the limited potential debt reduction and increased
coupon rate of 12-5/8% on the new senior secured debt compared
with a weighted average coupon rate of 8.6% on the existing
unsecured debt.

Fitch expects Unisys' liquidity profile to remain weak, supported
solely by the company's $469 million cash position as of March 31,
2009, given the potential for negative free cash flow in 2009
amidst the global economic downturn and expiration of its $275
million revolving credit facility on May 31, 2009.  The company
does not expect to renew or replace the existing credit facility
prior to expiration.  Although there were no borrowings under the
credit facility, Unisys was required to cash collateralize $61
million of outstanding letters of credit in the quarter ended
March 31, 2009.  Furthermore, Unisys has a $150 million accounts
receivable securitization facility expiring in May 2011 and the
facility was nearly fully utilized at Dec. 31, 2008, with $9
million of remaining availability, assuming sufficient eligible
receivables.  The facility includes a material adverse change
clause, change of control provision, cross default ($25 million),
minimum fixed-charge coverage ratio and maintenance of certain
ratios related to the sold receivables.  The facility is subject
to termination on Feb. 28, 2010 if the company fails to refinance
or extend the maturity date of the 6.875% senior notes due 2010
beyond May 16, 2011.

Total debt is approximately $1.1 billion, consisting primarily of:

  -- $300 million of 6.875% sr. unsecured notes due Mar. 2010;
  -- $400 million of 8.0% sr. unsecured notes due Oct. 2012;
  -- $210 million of 12.5% sr. unsecured notes due Jan. 2016;
  -- $150 million of 8.5% sr. unsecured notes due Oct. 2015.


VITERRA INC: ABB Grain Acquisition Won't Affect S&P's 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Viterra Inc. (BB+/Positive/--) are unaffected by the
company's disclosure that it is in discussions to acquire
Australia-based grain handler ABB Grain Ltd.  Should any
transaction occur, S&P believes it would be consistent with
Viterra's stated growth strategy, which S&P factor into the
rating.  Moreover, in Standard & Poor's view, Viterra's planned
C$450 million equity issue on acquisition of ABB Grain should
ensure that Viterra preserves its modest leverage and strong
liquidity.

The ratings on Viterra will ultimately be driven by the company's
ability to integrate acquisitions successfully in this
consolidating industry, while maintaining its intermediate
financial risk profile.


WARD PATTERN & ENGINEERING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Ward Pattern & Engineering, Inc.
        642 Growth Avenue
        Fort Wayne, IN 46808-3795

Bankruptcy Case No.: 09-11870

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Ward Aluminum Castings, Inc.                   09-11874

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  Email: djs@sak-law.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Marion C. Ward, president of the
Company.


WHITING PETROLEUM: S&P Changes Outlook to Stable; Keeps BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Whiting Petroleum Corp. to stable from negative, and
affirmed the corporate credit rating at 'BB-'.  At the same time,
S&P also affirmed the issue-level ratings on Whiting's
subordinated notes at 'BB-' (the same as the corporate credit
rating) and revised the recovery rating to '4' from '3',
indicating meaningful recovery (30% to 50%) in the event of a
payment default.

The outlook revision reflects the announcement that Whiting
recently closed on a new credit facility, which increased the
borrowing commitments to $1.042 billion from $900 million,
resulting in availability of $429 million.  The new credit
facility also contains a more relaxed debt to EBITDA plus
exploration expense covenant of 4.5x until Sept. 30, 2010,
compared with 3.5x in the previous credit facility.  However, the
facility also contains a new senior debt to EBITDAX covenant of
2.75x through 2009.  Based on S&P's 2009 pricing assumptions of
$40 per barrel of West Texas Intermediate crude oil and $4.50 per
thousand cubic feet for Henry Hub natural gas, S&P expects
Whiting's total debt to EBITDAX to be about 4x and its senior debt
to EBITDAX to be roughly 2.25x.

"We do not anticipate a positive ratings action in the near
future, and could take a negative ratings action if financial
measures deteriorate more severely than S&P currently anticipate,"
said Standard & Poor's credit analyst Amy Eddy.  Due to the long-
lived nature of Whiting's asset base, S&P has more tolerance for
higher debt to cash flow measures relative to some other companies
in the peer group.  That said, Whiting's financial leverage is
already aggressive and there is only limited cushion for worsening
measures.  S&P could consider a negative ratings action if S&P
expects debt to EBITDAX to increase above 5x in 2009.

"If liquidity unexpectedly worsens, due to a greater-than-expected
cash flow deficit, S&P could also consider a negative ratings
action," she continued.


WILD WEST: Founder Arrested, Charged With Securities Fraud
----------------------------------------------------------
Metro Source News reports that Wild West World founder Thomas
Etheredge is in custody on 10 counts of securities fraud related
to his fundraising for the Company.

Metro Source relates that Mr. Etheredge was arrested on Wednesday
in Texas and was being held on $1 million bond while awaiting
extradition to Kansas.  According to Metro Source, Kansas
Securities Commissioner Chris Biggs accused Mr. Etheredge of
misrepresenting or failing to disclose material facts when raising
more than $800,000 from private investors for Wild West World.

                      About Wild West World

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Restoration Farms Inc., Wild West's parent company,
filed for chapter 11 protection on August 9, 2007 (Bankr. D. Kans.
Case No. 07-11913).  Tom Gilman, Esq., at Redmond & Nazar LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.


WILLIAM TWIFORD: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: William Brantley Twiford, Sr.
               Sandra Kay Twiford
               PO Box 355
               Manteo, NC 27954

Bankruptcy Case No.: 09-03546

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

Total Assets: $9,281,933

Total Debts: $3,105,715

According to its schedules of assets and liabilities, $2,172,134
of the debt is owing to secured creditors, $43,303 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

      http://bankrupt.com/misc/nceb09-03546.pdf

The petition was signed by the Joint Debtors.


WOLFSKILL GRADING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wolfskill Grading Service, LLC
        1955 N. Val Vista
        No. 103
        Mesa, AZ 85213

Bankruptcy Case No.: 09-08944

Chapter 11 Petition Date: April 29, 2009

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

Judge: Sarah Sharer Curley

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

Total Assets: $1,453,250

Total Debts: $2,039,637

According to its schedules of assets and liabilities, $1,665,331
of the debt is owing to secured creditors, $140,000 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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/arb09-08944.pdf

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


WOODSIDE GROUP: Opposes Appointment of Ch. 11 Trustee for Alameda
-----------------------------------------------------------------
Woodside Group LLC, et al., oppose the motion of J.P. Morgan Chase
Bank, N.A., for the appointment of a Chapter 11 trustee for
Alameda Investments, LLC, or, in the alternative, to expand the
scope of the Examiner's investigation and the powers of the
Examiner in connection with the investigation.

The Debtors present these arguments:

  A. The motion is supported by no evidence, much less the quantum
     of evidence needed to satisfy JPMorgan's high burden of
     proof.

  B. There is zero evidence of fraud, dishonesty, incompetence, or
     gross mismanagement of Alameda.  The $254 million was not
     transferred by Alameda to its direct parent Liberty
     Holdings Group, LLC.

  C. Appointment of a trustee is unwarranted where the alleged
     pre-petition management or misconduct is unlikely to recur in
     Chapter 11.

  D. The appointment of a trustee is unnecessary since the
     official committee of unsecured creditors, JPMorgan or an
     estate representative for Alameda can take all appropriate
     actions.

  E. Expanding the Examiner's authority as requested is
     unwarranted, would impose great costs for no discernible
     benefit, and would be unfair to other creditors.

In view of the foregoing, the Debtors request the Court to deny
the Debtors' motion.

As reported in the Troubled Company Reporter on April 17, 2009,
JP Morgan, as administrative agent for the lenders that provided a
loan to a joint venture of which Alameda was a member, wants the
Examiner to investigate Alameda's and its parent Liberty's
financial affairs, management and operations and determine
whether, as a result of the nineteen asset transfers which were
made by Alameda to Liberty on January 1, 2008, totaling over
$254 million, and the payments, in excess of $3 million, made by
Alameda paid to insiders throughout 2008, causes of action exist
against Liberty and other transferees in the chain.

JPMorgan also wants the Examiner to investigate if any of these
insider transfers should be recharacterized as equity and treated
as a fraudulent transfer.

On December 15, 2008, Examiner Paul S. Aronzon, who was appointed
at the beginning of these cases, submitted his report.

As reported in the TCR on December 26, 2008, Paul S. Aronzon
informed the Court that the Debtors and their creditors have a
cognizable basis for asserting legal claims against the company's
management and shareholders.

In his report, Mr. Aronzon said the Debtors hold these claims:

       1. Breach of fiduciary duty
       2. Gross negligence
       3. Unjust enrichment
       4. Conversion
       5. Intentional fraudulent transfers
       6. Constructive fraudulent transfers
       7. Unlawful dividends under Nevada state law
       8. Alter ego liability

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
August 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group, commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


YELLOWSTONE CLUB: Edra Blixseth Has More Than $150MM in Debts
-------------------------------------------------------------
Court documents say that Yellowstone Mountain Club, LLC, owner
Edra Blixseth has more than $150 million in debt.

According to court documents, most of Ms. Blixseth's houses, cars,
and other property have been put up as collateral on overdue
loans.

A disclosure of Ms. Blixseth's finances filed with the bankruptcy
court shows that she had at least $107 million in assets.  Matthew
Brown at The Associated Press reports that the document didn't
place a value on Yellowstone Mountain, which is for sale for at
least $100 million but has liabilities topping $400 million.  The
AP relates that Ms. Blixseth's assets include:

     -- $469,515 in jewelry;
     -- nine homes, condos and guest houses;
     -- $2.7 million in fine art; and
     -- five cars: a Rolls Royce, two Mercedes, an Aston Martin
        and a BMW.

Court documents say that Ms. Blixseth had no income in 2008.

Ms. Blixseth could be forced to sell off her property if there's
no other way to raise money, The AP states, citing Harold Dye, who
represents Archer Capital Fund, which is owed $1.9 million.  The
report quoted Mr. Dye as saying, "She doesn't have any alternative
with no income coming in.  The only thing left is a liquidating
plan."

According to The AP, much of Ms. Blixseth's property has multiple
liens and mortgages, which implies that Ms. Blixseth repeatedly
borrowed money against their value.  Ms. Blixseth's debts, the
report says, include $7.6 million in unpaid federal income taxes
and at least $4 million in unpaid taxes in California and Montana.

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club filed for Chapter 11 on Nov. 10, 2008
(Bankr. D. Montana, Case No. 08-61570).  The Company's owner
affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case
No. 09-60452).

Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream,
Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas
L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant
Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman,
Bekkedahl & Green PLLC, represent the Debtors as counsel.


ZOHAR NETWORKS: Can Access Patriarch $3.4MM Loan on Final Basis
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware authorized to obtain, on a final
basis, $3.4 million senior revolving credit facility under the
debtor-in-possession agreement dated April 2, 2009, with a group
of financial institution including Patriarch Partners Agency
Services LLC, as administrative agent, and Zohar II 2005-1 Limited
and Zohar III Limited, as lenders.

All obligations under the DIP facility accrues or come due and
payable by June 1, 2009, or the date on which a sale of
substantially of of the Debtors' assets is consummated.

The DIP facility incurs interest rates at a per annum rate equal
to the (i) LIBOR Rate plus the applicable margin if the relevant
obligations is an advance that is a LIBOR Loan, or (ii) Base Rate
plus the applicable margin if the relevant obligations is an
advance that is a Base Rate Loan.  The LIBOR Rate Margin is 8% and
the Base Rate Margin is 5.5%.  In addition, the default rate is
equal to the LIBOR or BASE Rates plus the applicable Margin plus
3%.

The DIP agreement contains appropriate events of default,
including, failure of the Debtors to:

  -- file a motion seeking entry of an order approving
     bidding procedures for the 363 asset sale, and the stalking
     horse agreement, in form and substance acceptable to the DIP
     agent;

  -- the failure to obtain the Court's approval entering the
     bidding procedures order by April 17, 2009 and sale
     approval order by May 4, 2009;

  -- obtain an order by the Court approving the sale of any
     the Debtors' material assets to a purchaser other than the
     buyer.

According to Troubled Company Reporter on April 15, 2009, prior to
the their bankruptcy filing, the Debtors were party to (i) credit
agreement dated Aug. 25, 2005, as amended, with Patriarch Partners
and lenders party thereto; and (ii) Zohar Waterworks was party to
equipment finance credit agreement dated April 25, 2007, with
Patriarch Partners and lenders party thereto.  To secure the 2005
credit agreement debt, Zohar Waterworks granted security interest
and liens to the 2005 credit agreement agent, upon substantially
all of the Debtors' property and assets.  To secure the equipment
finance debt, Zohar Waterworks granted security interest and liens
to the agent upon substantially all of Zohar Waterworks's property
and assets.  As of the petition date, the Debtors owed obligations
to the 2005 credit agreement secured parties of $70.5 million for
outstanding term loans, advances and financial accommodations;
Zohar Waterworks owed equipment finance secured parties of $2.4
million for outstanding term loans and financial accommodations.

Patriarch Partners, as DIP agent, agreed to provide financing for
a Chapter 11 cases provided that the Debtors pursue an expedited
sale of substantially all their assets to Patriarch Partners,
though LVD Acquisitions, LLC, an acquisition entity, or to the
highest bidder at an auction.

TCR related that the Debtors were unable to obtain postpetition
financing on an unsecured basis or on a junior priority basis to
the prepetition lenders.  The financing under the DIP Facility
will allow the Debtors to (i) fund the continued operation of, and
minimize disruption to, their business and operations and (ii)
avoid immediate and irreparable harm to their businesses as a
going concern.

A full-text copy of the Debtors' DIP Agreement is available for
free at http://ResearchArchives.com/t/s?3c45

A full-text copy of the Debtors' DIP budget is available for free
at http://ResearchArchives.com/t/s?3c46

                      About Zohar Waterworks

Headquartered in Columbus, Ohio, Zohar Waterworks, LLC --
http://www.zoharwaterworks.com/-- dba Tri Palm International,
LLC, manufactures the Oasis brand water coolers and bottled water
coolers.  Zohar Waterworks LLC and B2 International Corporation
dba Oasis Water, filed for separate Chapter 11 protection on
April 2, 2009 (Bankr. D. Del. Lead Case No. 09-11179).  The Debtor
has tapped Derek C. Abbott, Esq., at Morris Nichols Arsht &
Tunnell LLP, as counsel.  The Debtors listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


ZYGOGEN LLC: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------
Debtor: Zygogen, LLC
        58 Edgewood Avenue, NE
        Atlanta, GA 30303

Bankruptcy Case No.: 09-71091

Chapter 11 Petition Date: April 30, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Neil C. Gordon, Esq.
                  Arnall Golden Gregory LLP
                  Suite 2100
                  171 17th Street, NW
                  Atlanta, GA 30363
                  Tel: (404) 873-8596
                  Fax: (404) 873-8597
                  Email: becky.wilkes@agg.com

Total Assets: $306,953

Total Debts: $5,179,358

According to its schedules of assets and liabilities $5,179,358 of
the debt is owing to creditors holding unsecured nonpriority
claims.

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

      http://bankrupt.com/misc/ganb09-71091.pdf

The petition was signed by Cornelia U. Sawczuk, manager and
president of the Company.


* Failed Banks List Keeps Growing; Now 32 as of May 1
-----------------------------------------------------
Three more banks were seized by regulators on May 1, bringing this
year's tally of bank failures to 32.  The number could rise
further this year as there were 252 financial institutions in the
Federal Deposit Insurance Company's "Problem List" as of the end
of 2008, compared with only 76 in the prior year.

According to Bloomberg News, tumbling home prices and surging
unemployment caused more borrowers to fall behind on loan payments
to banks.

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
America West Bank, Layton, UT                      05/01/09
Citizens Community Bank, Ridgewood, NJ             05/01/09
Silverton Bank, N.A., Atlanta, GA                  05/01/09
First Bank of Idaho, Ketchum, ID                   04/24/09
First Bank of Beverly Hills, Calabasas, CA         04/24/09
Heritage Bank, Farmington Hills, MI                04/24/09
American Southern Bank, Kennesaw, GA               04/24/09
Great Basin Bank of Nevada, Elko, NV               04/17/09
American Sterling Bank, Sugar Creek, MO            04/17/09
New Frontier Bank, Greeley, CO                     04/10/09
Cape Fear Bank, Wilmington, NC                     04/10/09
Omni National Bank, Atlanta, GA                    03/27/09
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of the closed banks:

                                             Buyer's     FDIC Cost
                                             Assumed  to Insurance
                                             Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

The FDIC entered into an agreement with SunTrust Bank, Atlanta,
Georgia to act as paying agent for the insured deposits of Omni
National Bank.  As of March 9, 2009, Omni had total deposits of
$796.8 million, of which $2.0 million were uninsured.

To protect the depositors of New Frontier Bank, the FDIC created
the Deposit Insurance National Bank of Greeley (DINB), which will
remain open for approximately 30 days to allow depositors time to
open accounts at other insured institutions.  Bank of the West,
San Francisco, California, was contracted by the FDIC to provide
operational management of the DINB.  As of March 24, 2009, New
Frontier had total assets of $2.0 billion and total deposits of
about $1.5 billion.

A complete list of banks that failed since 2000 is available at:

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

                     252 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

As previously reported by the TCR, the number of FDIC-insured
commercial banks and savings institutions reporting financial
results fell to 8,305 at the end of 2008, down from 8,384 at the
end of the third quarter.  The net decline of 79 institutions was
the largest since the first quarter of 2002.  Fifteen new
institutions were chartered in the fourth quarter, the smallest
number in any quarter since the third quarter of 1994.  Seventy-
eight insured institutions were absorbed into other institutions
through mergers, and 12 institutions failed during the quarter
(five other institutions received FDIC assistance in the quarter).
For all of 2008, there were 98 new charters, 292 mergers, 25
failures and 5 assistance transactions.  Five institutions with
total assets of $1.3 trillion were assisted by the FDIC in 2008.
This is the largest number of failed and assisted institutions in
a year since 1993, when there were 50.

At year-end, 252 insured institutions with combined assets of
$159 billion were on the FDIC's "Problem List."  These totals are
up from 171 institutions with $116 billion in assets at the end of
the third quarter, and 76 institutions with $22 billion in assets
at the end of 2007.  The Problem List's 252 institutions at the
end of the fourth quarter of 2008 is the largest number since the
middle of 1995.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

A copy of FDIC's Quarterly Banking Profile is available at:

          http://researcharchives.com/t/s?3aa5


* BOND PRICING -- For the Week From April 27 to May 1
-----------------------------------------------------

  Company            Coupon      Maturity    Bid Price
  -------            ------      --------    ---------
ACCURIDE CORP          8.50%     2/1/2015        21.75
ACE CASH EXPRESS      10.25%    10/1/2014        34.63
ADVANTA CAP TR         8.99%   12/17/2026         9.50
AHERN RENTALS          9.25%    8/15/2013        37.50
ALERIS INTL INC       10.00%   12/15/2016         2.75
ALION SCIENCE         10.25%     2/1/2015        23.50
ALLBRITTON COMM        7.75%   12/15/2012        35.09
ALLIED CAP CORP        6.00%     4/1/2012        39.25
ALLIED CAP CORP        6.63%    7/15/2011        40.02
AMBASSADORS INTL       3.75%    4/15/2027        31.63
AMER AXLE & MFG        5.25%    2/11/2014        19.00
AMER AXLE & MFG        7.88%     3/1/2017        17.00
AMER CAP STRATEG       8.60%     8/1/2012        44.00
AMER GENL FIN          3.00%    7/15/2009        79.00
AMER GENL FIN          3.05%    6/15/2010        35.00
AMER GENL FIN          3.10%    6/15/2009        73.60
AMER GENL FIN          3.10%    7/15/2009        76.80
AMER GENL FIN          3.30%    7/15/2009        92.59
AMER GENL FIN          3.30%   11/15/2009        75.50
AMER GENL FIN          3.30%    6/15/2010        58.00
AMER GENL FIN          3.35%    5/15/2009        82.00
AMER GENL FIN          3.40%   10/15/2009        79.33
AMER GENL FIN          3.45%    4/15/2010        40.00
AMER GENL FIN          3.85%    9/15/2009        79.00
AMER GENL FIN          3.88%    10/1/2009        80.28
AMER GENL FIN          3.88%   10/15/2009        66.49
AMER GENL FIN          3.88%   11/15/2009        81.60
AMER GENL FIN          3.90%    9/15/2009        86.64
AMER GENL FIN          3.90%    4/15/2010        69.01
AMER GENL FIN          3.90%    4/15/2011        24.00
AMER GENL FIN          4.00%    6/15/2009        95.70
AMER GENL FIN          4.00%    8/15/2009        87.30
AMER GENL FIN          4.00%    9/15/2009        60.00
AMER GENL FIN          4.00%   11/15/2009        80.99
AMER GENL FIN          4.00%   11/15/2009        30.00
AMER GENL FIN          4.00%   11/15/2009        64.00
AMER GENL FIN          4.00%   12/15/2009        78.51
AMER GENL FIN          4.00%   12/15/2009        65.33
AMER GENL FIN          4.00%   12/15/2009        50.00
AMER GENL FIN          4.00%    3/15/2011        53.00
AMER GENL FIN          4.05%    5/15/2010        42.00
AMER GENL FIN          4.10%    1/15/2010        51.78
AMER GENL FIN          4.10%    5/15/2010        55.48
AMER GENL FIN          4.10%    1/15/2011        35.05
AMER GENL FIN          4.13%    1/15/2010        75.83
AMER GENL FIN          4.15%   11/15/2010        39.25
AMER GENL FIN          4.15%   12/15/2010        38.40
AMER GENL FIN          4.15%    1/15/2011        54.84
AMER GENL FIN          4.20%    8/15/2009        53.00
AMER GENL FIN          4.20%   10/15/2009        80.00
AMER GENL FIN          4.20%   11/15/2009        87.25
AMER GENL FIN          4.20%   10/15/2010        47.25
AMER GENL FIN          4.25%   11/15/2009        62.52
AMER GENL FIN          4.25%   10/15/2010        33.00
AMER GENL FIN          4.30%    5/15/2009        93.75
AMER GENL FIN          4.30%    6/15/2009        88.00
AMER GENL FIN          4.30%    9/15/2009        80.00
AMER GENL FIN          4.30%    6/15/2010        18.50
AMER GENL FIN          4.30%    7/15/2010        62.98
AMER GENL FIN          4.30%    9/15/2010        59.50
AMER GENL FIN          4.35%    6/15/2009        90.00
AMER GENL FIN          4.35%    6/15/2009        80.17
AMER GENL FIN          4.35%    9/15/2009        86.67
AMER GENL FIN          4.35%    3/15/2010        45.00
AMER GENL FIN          4.40%    5/15/2009        99.02
AMER GENL FIN          4.40%    7/15/2009        60.00
AMER GENL FIN          4.40%   12/15/2010        35.50
AMER GENL FIN          4.50%    7/15/2009        60.00
AMER GENL FIN          4.50%    9/15/2009        86.71
AMER GENL FIN          4.50%    3/15/2010        71.42
AMER GENL FIN          4.50%    8/15/2010        50.85
AMER GENL FIN          4.50%   11/15/2010        30.00
AMER GENL FIN          4.55%   10/15/2009        84.17
AMER GENL FIN          4.60%   11/15/2009        74.00
AMER GENL FIN          4.60%    8/15/2010        32.00
AMER GENL FIN          4.60%    9/15/2010        27.06
AMER GENL FIN          4.60%   10/15/2010        58.56
AMER GENL FIN          4.63%    5/15/2009        99.61
AMER GENL FIN          4.63%     9/1/2010        51.63
AMER GENL FIN          4.65%    8/15/2010        39.00
AMER GENL FIN          4.70%   12/15/2009        78.70
AMER GENL FIN          4.70%   10/15/2010        58.47
AMER GENL FIN          4.75%    6/15/2010        30.00
AMER GENL FIN          4.75%    8/15/2010        35.00
AMER GENL FIN          4.75%    5/15/2011        52.16
AMER GENL FIN          4.80%    8/15/2009        89.73
AMER GENL FIN          4.85%   10/15/2009        84.21
AMER GENL FIN          4.85%   12/15/2009        78.94
AMER GENL FIN          4.88%    5/15/2010        65.00
AMER GENL FIN          4.88%    6/15/2010        65.15
AMER GENL FIN          4.90%   12/15/2009        80.00
AMER GENL FIN          4.90%    3/15/2011        53.50
AMER GENL FIN          4.95%   11/15/2010        25.75
AMER GENL FIN          5.00%    9/15/2009        86.86
AMER GENL FIN          5.00%    1/15/2010        34.00
AMER GENL FIN          5.00%    6/15/2010        65.68
AMER GENL FIN          5.00%    9/15/2010        35.00
AMER GENL FIN          5.00%   10/15/2010        35.00
AMER GENL FIN          5.00%   11/15/2010        50.44
AMER GENL FIN          5.00%   12/15/2010        36.00
AMER GENL FIN          5.00%   12/15/2010        48.42
AMER GENL FIN          5.00%   12/15/2010        38.00
AMER GENL FIN          5.00%    1/15/2011        40.00
AMER GENL FIN          5.00%    1/15/2011        45.10
AMER GENL FIN          5.00%    3/15/2011        25.60
AMER GENL FIN          5.00%    6/15/2011        39.35
AMER GENL FIN          5.00%   12/15/2011        47.53
AMER GENL FIN          5.10%    6/15/2009        95.80
AMER GENL FIN          5.10%    9/15/2009        57.03
AMER GENL FIN          5.10%    9/15/2010        60.41
AMER GENL FIN          5.10%    3/15/2011        37.74
AMER GENL FIN          5.15%    6/15/2009        95.80
AMER GENL FIN          5.15%    9/15/2009        87.11
AMER GENL FIN          5.20%    6/15/2010        40.10
AMER GENL FIN          5.20%    5/15/2011        40.00
AMER GENL FIN          5.20%   12/15/2011        49.50
AMER GENL FIN          5.25%    6/15/2009        95.00
AMER GENL FIN          5.25%    6/15/2009        95.81
AMER GENL FIN          5.25%    7/15/2010        50.00
AMER GENL FIN          5.25%    4/15/2011        39.00
AMER GENL FIN          5.25%    6/15/2011        52.00
AMER GENL FIN          5.30%    6/15/2009        95.87
AMER GENL FIN          5.35%    6/15/2010        48.63
AMER GENL FIN          5.35%    7/15/2010        50.00
AMER GENL FIN          5.35%    9/15/2011        33.25
AMER GENL FIN          5.38%     9/1/2009        88.00
AMER GENL FIN          5.38%    10/1/2012        42.02
AMER GENL FIN          5.40%    6/15/2011      &nbs