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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 6, 2009, Vol. 13, No. 124

                            Headlines


200 PIER: U.S. Trustee Schedules Meeting of Creditors for June 5
750 GARLAND: U.S. Trustee Sets June 5 Meeting of Creditors
712 NORTH 2ND: Voluntary Chapter 11 Case Summary
6030 N. CAMELBACK: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Amends List of 50 Largest Unsecured Creditors

ABITIBIBOWATER INC: Gets Permission to Employ Epiq as Claims Agent
ABITIBIBOWATER INC: Sec. 341 Creditors Meeting Slated for May 14
ABITIBIBOWATER INC: Seeks to Obtain Bank of Montreal DIP Loan
ABITIBIBOWATER INC: To Pay $20MM to Vendors, $5MM to Shippers
ABITIBIBOWATER INC: U.S. Trustee Appoints Committee of Creditors

ABITIBIBOWATER INC: To Temporarily Shut Grenada Newsprint Mill
ALLEGIANCE CROSSROADS: Case Summary & 20 Largest Unsec. Creditors
AMARAVATHI LIMITED: Section 341(a) Meeting Scheduled for June 9
AMERICAN COMMUNITY: Proposes Bonuses for Completing Sale
AMERICAN COMMUNITY: Hearing on Proposed Sale Process on May 14

AMERICAN COMMUNITY: Seeks to Access BMO $5 million DIP Facility
AMERICAN ROCK: S&P Withdraws 'B-' Corporate Credit Rating
AQUA DULCE: Case Summary & 20 Largest Unsecured Creditors
ARVINMERITOR INC: Reports $52MM Q2 Fiscal Year 2009 Net Loss
ASYST TECHNOLOGIES: Section 341(a) Meeting Rescheduled for June 2

ATP OIL & GAS: Bank Debt Sells at 39% Discount in Secondary Market
AVENTINE RENEWABLE: JPMorgan Opposes Being Demoted to Second Lien
AVENTINE RENEWABLE: Court Enters Final Order Approving DIP Loan
AVIS BUDGET: Bank Debt Sells at 54% Off in Secondary Market
BERNARD L. MADOFF: Luxembourg Court OKs Liquidation of 3rd Fund

BRUNO'S SUPERMARKETS: To Sell 56 Supermarkets to C&S Wholesale
BUNTING SWINE FARMS: Files Ch. 11 in Wilson, North Carolina
BUNTING SWINE FARMS: Case Summary & 20 Largest Unsecured Creditors
CARAUSTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to 'CC'
CC MEDIA: S&P Puts 'B-' Corporate Rating on Negative CreditWatch

CHARTER COMMUNICATIONS: Bank Debt Sells at 16% Discount
CHEMTURA CORP: $400 Mil. DIP Loan Okayed Following Creditors' Deal
CHRYSLER LLC: Files Motion to Sell Operating Assets
CHRYSLER LLC: Proposes GMAC Auto Financing Agreement
CHRYSLER LLC: Chrysler Financial Remains Focused On Business

CHRYSLER LLC: First Lien Lenders Disagree on Fiat Deal
CHRYSLER LLC: Court Approves $4.5BB DIP Financing on Interim Basis
CHRYSLER LLC: Personal Injury Claimants Want Official Committee
CHRYSLER LLC: Interim List of Firms to Be Hired in Ordinary Course
CHRYSLER LLC: Seeks to Employ Togut as Conflicts Counsel

CHRYSLER LLC: Seeks to Hire Capstone as Financial Advisors
CHRYSLER LLC: Seeks to Employ Epiq as Claims and Notice Agent
CHRYSLER LLC: Can Continue Intercompany Transactions on Interim
CHRYSLER LLC: Begins Review on Leases; To Reject 10 Contracts
CHRYSLER LLC: Reports 48% Drop in April 2009 U.S. Sales

CHRYSLER LLC: Schedules and Statements Now Due June 29
CHRYSLER LLC: Will Furlough Salaried Workers for Two Weeks
CHRYSLER LLC: Reviews Dealerships, To Pay Incentives
CHRYSLER LLC: Fitch Reports Adverse Effects of Bankruptcy Filing
CHURCH FOR THE ART: Voluntary Chapter 11 Case Summary

CLAIRE'S STORES: Bank Debt Sells at Almost 50% Discount
CLEAR CHANNEL: Bank Debt Sells at 55% Off in Secondary Market
CLEAR CHANNEL: Exchange Offers for Sr. Cash Pay Notes End May 18
CMP SUSQUEHANNA: Bank Debt Sells at 57% Off in Secondary Market
COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'B-'

COMMERCIAL CAPITAL: CCI's Section 341(a) Meeting Slated for May 27
CONEXANT SYSTEM: Ikanos Deal Won't Affect Moody's 'Caa1' Rating
CONGRESSIONAL HOTEL: Files Chapter 11 in Maryland
COOPERATIVE BANKSHARES: Fed Wants Plan to Maintain Enough Capital
CROWN VILLAGE FARM: In Bankruptcy to Effect Sale to Centex & KB

DIRECTV GROUP: Liberty Merger Won't Affect Fitch's 'BB' Rating
DIRECTV GROUP: Liberty Media Deal Won't Affect S&P's 'BB' Rating
EMMIS COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'CCC+'
FEDERAL-MOGUL: Seeks Change in Loans for Treasury Plan
FILENE'S BASEMENT: Case Summary & 25 Largest Unsecured Creditors

FINLAY ENTERPRISES: Eisner LLP Raises Going Concern Doubt
FIRST NATIONAL BANCSHARES: Lender Waives Default Through June 30
FORBES ENERGY: Moody's Downgrades Corporate Family Rating to 'B3'
FORD MOTOR: Bank Debt Jumps in Secondary Market Trading
GARDNER DENVER: Moody's Affirms 'Ba2' Corporate Family Rating

GENERAL GROWTH: 9 Malls Should be Dropped from Ch. 11, Says Lender
GENERAL MOTORS: Canadian Unit Gets $3-Bil. Term Loan from EDC
GENERAL MOTORS: Bank Debt Jumps in Secondary Market Trading
GENERAL MOTORS: Opel's Merger With Fiat May Lead to Plant Closure
GEORGIA GULF: Bank Debt Sells at 36% Off in Secondary Market

GMAC FINANCIAL: Posts $675 Million 1st Quarter 2009 Net Loss
GSCP LP: Moody's Downgrades Senior Debt Rating to 'Ca' from 'Caa1'
HUNTSMAN ICI: Bank Debt Sells at 18% Off in Secondary Market
IMPART MEDIA: Files 2008 Quarterly Reports With the SEC
INVERNESS MEDICAL: Moody's Assigns 'B3' Rating on $200 Mil. Notes

INVERNESS MEDICAL: S&P Assigns 'B-' Rating on $200 Mil. Debt
ISLE OF CAPRI: Bank Debt Sells at 20% Off in Secondary Market
JAMES FULLER: U.S. Trustee Sets Meeting of Creditors for June 2
JETCHOICE: Files for Chapter 7 Liquidation
JETDIRECT AVIATION: Sends Itself to Chapter 7 Liquidation

J.M. PRODUCTS: Files for Chapter 11 Bankruptcy Protection
JOA LLC: Case Summary & 20 Largest Unsecured Creditors
JOHN FRANCIS MUNROE: Case Summary & 15 Largest Unsecured Creditors
KARAWIA INDUSTRIES: Arrest of Execs. Led to Chapter 11 Filing
LAKE AT LAS VEGAS: Use of Cash Collateral Extended until May 26

LAKE AT LAS VEGAS: Wants Plan Filing Period Extended to May 29
LAKE BAY: Case Summary & 20 Largest Unsecured Creditors
LAMBERTSON TRUEX: Sells Ladies Handbag Business to Tiffany
LAS VEGAS SANDS: Debt Continues Ascent in Secondary Market Trading
LEHMAN BROTHERS: German Affiliate Files Chapter 15 in New York

LEVEL 3: Bank Debt Sells at 20% Off in Secondary Market
LEVEL 3: Fitch Maintains Issuer Default Rating at 'B-'
LEVEL 3: S&P Assigns 'B+' Rating on $60 Mil. Secured Bank Loan
LIBERTY ENTERTAINMENT: DIRECTV Merger Won't Affect Moody's Rating
LYONDELL CHEMICAL: Wins September 15 Extension of Plan Deadline

MAGNA ENTERTAINMENT: Court Okays Auction of Santa Anita Park
MAGNA ENTERTAINMENT: MID Won't Bid for Santa Anita, Other Tracks
MANITOWOC CO: Bank Debt Sells at 24% Off in Secondary Market
MARCOS DEVARIE DIAZ: Section 341(a) Meeting Scheduled for June 1
MARINE MILITARY: Moody's Reviews 'B3' Rating on Revenue Bonds

MASONITE INTERNATIONAL: Bank Debt Sells at 52% Discount
METRO WEST PROPERTIES: Case Summary & 1 Largest Unsecured Creditor
MGM MIRAGE: Amends Dubai World Deal on CityCenter Project
MICHAELS STORES: Bank Debt Sells at 31% Off in Secondary Market
MINDEN GATEWAY: U.S. Trustee Sets Meeting of Creditors for June 8

MOMENTIVE PERFORMANCE: Bank Debt Sells at 33% Discount
MONACO COACH: Auction Set for May 21; Navistar Bids $52 Million
MUZAK HOLDINGS: Revenue Dropped 0.5% to $248.9 Million in 2008
NEIMAN MARCUS: Bank Debt Sells at 31% Off in Secondary Market
NOBLE INT'L: Patriarch Partners Puts $11-Mil. Stalking Horse Bid

OPUS SOUTH: U.S. Trustee Schedules Meeting of Creditors for May 29
PACIFIC GAS: City of San Francisco Ends Suit Filed in 2002
PILGRIM'S PRIDE: To Have Official Shareholders' Committee
PSYCHIATRIC SOLUTIONS: Moody's Puts 'B3' Rating on $120 Mil. Notes
PSYCHIATRIC SOLUTIONS: S&P Assigns 'B-' Rating on $120 Mil. Notes

PTS CARDINAL HEALTH: Bank Debt Sells at 31% Discount
QIMONDA NA: Wants Chapter 11 Plan Deadline Moved to October 18
QUALITY DISTRIBUTION: Moody's Affirms 'Caa1' Corp. Family Rating
RAILPOWER TECHNOLOGIES: Sells Locomotive Tech to R.J. Corman
RED SHIELD: May Begin Soliciting Votes; June 1 Voting Deadline Set

RESIDENTIAL CAPITAL: GMAC Mortgage Units Post $125MM Q1 Net Loss
RHODES COMPANIES: Chapter 11 Filing Prompts Rating Cut to 'D'
ROCKWOOD SPECIALTIES: Fitch Affirms 'B' Issuer Default Rating
ROY L. CREASY: Case Summary & 10 Largest Unsecured Creditors
SANTOS VILLANUEVA: Case Summary & 5 Largest Unsecured Creditors

SHILOH PV: U.S. Trustee Schedules Meeting of Creditors for June 2
SILGAN HOLDINGS: Moody's Assigns 'Ba3' Rating on Senior Notes
SPANSION INC: Japanese Unit Files Chapter 15 in Delaware
SPANSION INC: Stock to Be Delisted From NASDAQ Beginning May 7
SPECTRUM BRANDS: Asks Court to Defer Setting of Claims Bar Date

SPECTRUM BRANDS: Court OKs Adequate Protection Payment to Goldman
SPECTRUM BRANDS: Files 4th Amended Plan & Disclosure Statement
SPECTRUM BRANDS: Files Schedules of Assets & Liabilities
SPECTRUM BRANDS: Seeks August 3 Extension of Plan Filing Period
ST LAWRENCE HOMES: Wins Interim Approval of Capital Bank DIP Loan

STANLEY S. BRITO: Case Summary & 20 Largest Unsecured Creditors
STEPHEN P. RACETTE: Voluntary Chapter 11 Case Summary
SUN-TIMES MEDIA: James Tyree Will Bid for Company
SWIFT TRANSPORTATION: Bank Debt Sells at 40% Discount
TECK RESOURCES: Moody's Assigns 'Ba3' Senior Secured Rating

TECK RESOURCES: S&P Affirms 'BB+' Corporate Credit Rating
THANKS TOM: Case Summary & 9 Largest Unsecured Creditors
THORNBURG MORTGAGE: Plans to Sell Adfitech as Going Concern
THORNBURG MORTGAGE: Owes $2.69-Bil. Under 4 Repurchase Deals
THORNBURG MORTGAGE: Chapter 11 Filing Cues Fitch's 'D' Rating

TORREYPINES THERAPEUTICS: Posts $2.12 Million Net Loss for Q1 2009
TROPICANA ENTERTAINMENT: Court Confirms Reorganization Plans
TROPICANA ENTERTAINMENT: NJ Debtors Seek Formal Approval of Sale
TROPICANA ENTERTAINMENT: NJ Debtors Seek Time to File Schedules
TRW AUTOMOTIVE: Bank Debt Sells at 34% Off in Secondary Market

TW TELECOM: Moody's Upgrades Corporate Family Rating to 'B1'
UNISYS CORP: Early Tender For "Distressed Exchange" Ends May 13
US ENERGY: GBGH LLC's Plan Outline Approved by Court
VALLEY VIEW TOWER: Voluntary Chapter 11 Case Summary
VENETIAN MACAU: Bank Debt Sells at 27% Off in Secondary Market

VERGE LIVING: U.S. Trustee Sets Meeting of Creditors for May 28
VICTOR OOLITIC: In Chapter 11 Due to Debt Load, Economic Climate
VICTOR OOLITIC: U.S. Trustee Sets Meeting of Creditors for June 8
WABASH NATIONAL: BofA-led Lenders Waive Defaults Through May 29
WASHINGTON MUTUAL: Seeks to Probe JPMorgan Conduct Before Purchase

WESTCARE MASSACHUSETTS: Case Summary & 17 Largest Unsec. Creditors
WILSON IRIZARRY: Case Summary & 5 Largest Unsecured Creditors
WOLVERINE TUBE: S&P Downgrades Corporate Credit Rating to 'SD'
WORKFLOW MANAGEMENT: Restructures First- and Second-Lien Payments
WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CCC-'

WSB FINANCIAL: Promotes Hobson to Interim Chief Financial Officer
YOUNG BROADCASTING: Bank Debt Sells at 62% Off in Secondary Market

* Adam Rogoff Joins Kramer Levin's Premier Restructuring Team
* April Bankruptcy Filings Rise 38% From 2008

* FDIC Opens New Office to Help Customers of Failed Banks
* Venture Capitalists Seek Regulatory Help

* Upcoming Meetings, Conferences and Seminars


                            *********


200 PIER: U.S. Trustee Schedules Meeting of Creditors for June 5
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in 200 Pier Avenue, LP's Chapter 11 case on June 5, 2009, at
3:00 p.m.  The meeting will be held 725 S Figueroa St., Room 2610,
Los Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Hermosa Beach, California-based 200 Pier Avenue, LP, filed for
Chapter 11 on April 23, 2009 (Bankr. C. D. Calif. Case No. 09-
19494).  Peter T. Steinberg, Esq., at Steinberg, Nutter and Brent,
represents the Debtor in its restructuring efforts.  The Debtor
says it has assets and debts both ranging from $10 million to
$50 million.


750 GARLAND: U.S. Trustee Sets June 5 Meeting of Creditors
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in 750 Garland LLC's Chapter 11 case on June 5, 2009, at
11:00 a.m.  The meeting will be held at 725 S. Figueroa St., Room
2610, Los Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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

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


712 NORTH 2ND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 712 North 2nd Street, LLC
        600 North 3rd Street
        Philadelphia, PA 19123

Bankruptcy Case No.: 09-13345

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Chestnut Associates, LP                        09-13346

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtors' Counsel: Steven D. Usdin, Esq.
                  Cohen Seglias Pallas Greenhall & Furman
                  United Plaza
                  30 South 17th Street
                  19th Floor
                  Philadelphia, Pa 19103
                  Tel: (215) 564-1700
                  Fax: (267) 238-4408
                  Email: susdin@cohenseglias.com

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

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

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

The petition was signed by Louis Orocofsky, member of the Company.


6030 N. CAMELBACK: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 6030 N. Camelback Manor, LLC
        7707 W. Deer Valley Road
        Ste. 115
        Peoria, AZ 85382

Bankruptcy Case No.: 09-09299

Chapter 11 Petition Date: May 3, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: George A. Tacker, Esq.
                  Tacker & Associates
                  11435 W. Buckeye Rd.
                  Suite 104-412
                  Avondale, Az 85323
                  Tel: (602) 385-3660
                  Fax: (602) 385-3661
                  Email: gtacker@tackerlaw.com

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

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 Walter C. Kabat, managing member of the
Company.


ABITIBIBOWATER INC: Amends List of 50 Largest Unsecured Creditors
-----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware an amended
consolidated list of creditors to reflect 50 of their largest
creditors:

Entity                         Nature of Claim    Claim Amount
------                         ---------------    ------------
The Bank of New                Bowater Canada     $600,000,000
York Mellon Global             Finance
Corporate Trust, as            Corporation 7.95%
Trustee                        Notes due 2011
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                Bowater            $400,000,000
York Mellon Global             Inc. 6.5%
Corporate Trust, as            Notes due 2013
Trustee
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                AbitibiBowater     $368,900,000
York Mellon Global             Inc. Conv. Notes
Corporate Trust, as            Notes due 2013
Trustee
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

Wells Fargo Bank,              Abitibi-           $292,629,000
National Association,          Consolidated
as Trustee                     Company of
Attn: Raymond Delli Colli      Canada 15,5%
Vice President                 Notes due 2010
45 Broadway, 14th Floor
New York, NY 10006
Fax: 212-515-1589

The Bank of New                Bowater Inc.       $248,092,000
York Mellon Global             9.05 Debentures
Corporate Trust, as            due 2009
Trustee
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                Bowater Inc.       $234,420,000
York Mellon Global             Floating Rate Sr.
Corporate Trust, as            Notes due 2010
Trustee
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

HSBC Bank USA,                 Bowater            $200,000,000
National Association,          Incorporated
as Trustee                     9.375% Debentures
Attn: Anthony A Bocchino, Jr.
Vice President
10 East 40th Street
New York, NY 10016 due 2021
Tel: (212) 525-1111
Fax: (212) 525-1300

The Bank of New                Bowater Inc.       $125,000,000
York Mellon Global             9.0% Debentures
Corporate Trust, as            due 2012
Trustee
Attn: Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

Computershare Trust            Bowater Pulp       $103,305,000
Company of Canada,             and Paper
as Trustee                     Canada Inc.
Attn: Nelia Andrade            10.85% Debentures
1500 University St., 7th Fl.   due 2014
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888
Fax: (514) 982-7677

The Industrial Development     Loan Agreement     $103,000,000
Board of the Country
of McMinn
Attn: David Siklosi
202 North White Street
Athens, Tennessee 37303
Fax: (423) 745-5503

Finance Authority of Maine     Loan Agreement      $62,000,000
Attn: Christopher Roney
5 Community Drive
P.O. Box 949
Augusta, ME 04332-0949
Tel: (207) 620-3520
Fax: (207) 623-0095

Hare & Co.                     Notes               $24,000,000
c/o The Bank of New York
P.O. Box 11203
One Wall Street, 6th Floor
New York, NY 10286
Attn: Alan Finkelman
Tel: (718) 315-3200

John Hancock                   Notes               $15,000,000
Financial Services
c/o John Hancock
Variable Life Insurance Co.
Bond and Corporate Finance
Group, C-2-10
197 Clarendon Street
Boston, MA 02117
Tel: (617) 572-4722
Fax: (617) 421-4256

Nationwide Life                Notes                $10,000,000
Insurance Company
One Nationwide Plaza 1-33-07
Columbus, OH 43215-2220
Attn: Corporate Fixed Income
Securities
Tel: (614) 677-3022
Fax: (614) 249-2418

Steelhead Navigator            Notes               $10,000,000
Jay D. Krister
P.O. Box 21749
Seattle, WA 98111
Tel: (206) 689-2436
Fax: (206) 689-2451

The Minnesota Mutual           Notes                $9,200,000
Life Insurance Company
400 North Robert Street
St. Paul, MN 55101
Attn: Investment Department
Fax: (651) 665-5424
Attn: Cheryl Hamilton

Cede & Co.                     Notes                $8,400,000
P.O. Box 20
Bowling Green Station
New York, NY 10274
Tel: 1-888-382-2721
Fax: (212) 855-3214

Bank of Nova Scotia            Abitibi-             $7,842,000
Trust Company of               Consolidated
New York, as Trustee           Finance L.P.
Attn: Patricia Keene           7.875% Notes
One Liberty Plaza              due August 1, 2009
New York, NY 10006
Fax: 212-225-5436

Credit Suisse                  Notes                $7,275,000
Securities USA LLC
One Madison Avenue
2nd Floor, New York
NY 10010
Tel: (212) 538-4670
Attn: Anthony Milo

City of Grenada                Loan Agreement       $4,594,881
Mississippi
Attn: Mary A. Brown
P.O. Box 2046
Grenada, MS 38902-2046
Tel: (662) 226-5878
Fax: 803-684-8550

York County, South Carolina    Loan Agreement       $3,900,000
Attn: James E. Baker
P.O. Box 66
York, SC 29745
Fax: (806) 684-8550

Dow Chemical Canada Inc.       Trade Debt           $3,564,873
Lockbox B2908
C.P. 1155 Succ Centre Ville
Montreal, Quebec IDC 5N7
Fax: (905) 238-6639

McBurney Power                 Trade Debt           $3,105,852
1650 International Cte.
Suite 100
P.O. Box 1827
Nocross, GA 30091
Fax: (770) 925-7400

Northwest Farm                 Notes                $2,400,000
Credit Services
1700 South Assembly Street
Spokane, WA 99224
Tel: (800) 743-2125

Imerys Canada LP               Trade Debt           $2,327,465
Lockbox T57009C
P.O. Box 57009
Postal Station A
Toronto, Ontario M5W 5M5
Fax: 770-645-3771

Goldman Sachs and Co.          Notes                $2,000,000
One New York Plaza
37th Floor, New York
NY 10004
Fax: (212) 428-1585
Attn: Joanne Cook

Federated Mutual               Notes                $2,000,000
Insurance Co.
121 East Park Square
P.O. Box 328
Owatonna, MN 55060
Fax: (507) 455-8246

Principal Mutual Life          Notes                $2,000,000
Insurance Company
711 High Street
Des Moines, IA 50392
Tel: (800) 986-3343
Fax: (515) 248-0483
Attn: Deb Epp

Transamerica Life              Notes                $2,000,000
Insurance Company
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499

Andritz Ltd.                   Trade Debt           $1,997,930
3713 Shady Cove
Birmingham, AL 35243
Fax: (815) 301-9493

Metso Papier Ltd               Trade Debt           $1,536,378
c/o THI034
P.O. Box 4283
Toronto, Ontario M5W 5M6
Fax: (770) 242-3323

Olin Corporation               Trade Debt           $1,470,442
490 Stuart Road NE
Cleveland, TN 37312
Fax: (423) 336-4830

Clow Darling Limited           Trade Debt           $1,220,742
1201 Cameron Street
P.O. Box 27087
Thunder Bay, Ontario P7C OAI
Fax: (807) 622-2569

Southern Ionics                Trade Debt           $1,181,553
201 Commerce Street
West Point MS 39773

General American Life          Notes                $1,100,000
Insurance Company
18210 Crane Nest Drive
Tampa, FL 33647
Tel: (800) 638-5433

Metso Automation               Trade Debt           $1,004,290
44 Bowditch Dr.
P.O. Box 8004
Shrewsbury, MA 01545
Fax: (508) 852-8172

Ontario Power Generation       Trade Debt             $978,307
LB T27527C
P.O. Box 4275 Station A
Toronto, Ontario M5W 5V8
Fax: (416) 592-3621

Applied Industrial             Trade Debt             $840,009
Technology
Al Krupa
One Applied Plaza
Cleveland, OH 44115
Fax: (216) 426-4830

Diversified Energy Inc         Trade Debt             $819,454
8874 Kingstone Pike,
Suite 200, Knoxville
TN 37923
Fax: (865) 691-4276

Provident Mutual Life          Notes                  $800,000
c/o The Bank of New York
P.O. Box 11203
New York, NY 10286

York County Natural Gas        Trade Debt             $677,105
P.O. Box 11907
Rock Hill, SC 29731-1907
Fax: (803) 323-5401

Cascades Sonoco Inc.           Trade Debt             $676,767
170 Cleage Drive
Birmingham, AL 35217
Fax: (205) 854-8308

Ashland Hercules               Trade Debt             $489,236
Water Technologies
Kim Anderson
5200 Blazer Parkway
Dublin, OH 43017

McAbee Construction Inc.       Trade Debt             $465,505
Gary Nichols
P.O. Box 1460
Tuscaloosa, AL 35403
Fax: (205) 758-0762

Rohm & Haas                    Trade Debt             $443,268
Attn: Kathy McCafferty
100 Independence Hall West
Philadelphia, PA 19106
Fax: (215) 592-3726

Albany International Corp.     Trade Debt             $406,448
Attn: Michael J. Joyce
PO Box 1907
Albany, NY 12201-1907
Tel: (518) 445-2244
Fax: (518) 445-2264

The Franklin Life              Notes                  $400,000
Insurance Company
c/o American General
Corporation
P.O. Box 3247
Houston, TX 77523-3427
Attn: Investment Research
Department A37-01

Omnova Solutions               Trade Debt             $393,159
Attn: Kevin Elia
175 Ghent Road
Akron, OH 49333
Fax: (330) 869-4473

The Fulton Company             Notes                  $200,000
c/o Fulton Financial Advisors
One Penn Square
P.O. Box 3215
Lancaster, PA 17604
Attn: Merleen Troutman
Fax: (717) 295-2534

Process Equipment              Trade Debt             $292,088
2770 Wellborn Street
P.O. Box 1607
Pelham, AL 35124
Fax: (205) 663-6037

The Debtors also filed with the Court a consolidated list of their
77,927 creditors in these Chapter 11 cases, a list of which is
available for free at:

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

The Debtors subsequently withdrew the Consolidated Creditors List
on May 1, 2009.  No reason was cited for the withdrawal.

Pursuant to Rule 1007(A)(3) of the Federal Rules of Bankruptcy
Procedure, the Debtors also filed with the Court a 202-page list
of their equity security holders, a full-text copy of which is
available at no charge at:

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

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: Gets Permission to Employ Epiq as Claims Agent
------------------------------------------------------------------
According to William G. Harvey, senior vice-president and chief
financial officer of AbitibiBowater Inc. and its debtor
affiliates, the Debtors anticipate that they will have thousands
of creditors and other parties-in-interest, many of whom are
expected to file proofs of claim.  Thus, noticing and receiving,
docketing and maintaining proofs of claim would impose heavy
administrative and other burdens upon the Court and the Office of
the Clerk, Mr. Harvey notes.

Pursuant to Local Rule 2002-1(f) for the District of Delaware, in
cases with more than 200 creditors, the debtor is required to file
with the Court an application to retain a notice or claims clerk.

To relieve the Court and the Clerk's Office of these burdens, the
Debtors sought and obtained the Court's authority to employ Epiq
Bankruptcy Solutions, LLC, as their notice, claims and balloting
agent.

The Debtors will pay for Epiq's services based on the firm's
current rates:

           Title                           Rate/Hour
           -----                           ---------
           Clerk                           $40-$60
           Case Manager(Level 1)           $125-$175
           IT Programming Consultant       $140-$190
           Case Manager(Level 2)           $185-$220
           Senior Case Manager             $225-$275
           Senior Consultant               TBD

A full-text copy of Epiq's rates is available for free at:

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

Judge Carey rules that the fees and expenses of Epiq will be
treated as an administrative expense claim and will be paid in
the ordinary course of business after the submission of an
invoice to the Debtors, the United States Trustee and the
Official Committee of Unsecured Creditors.

Mr. Harvey says the Debtors have paid Epiq a $150,000 retainer
prior to the Petition Date.

James Katchadurian, senior vice-president of Epiq Bankruptcy
Solutions LLC, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

In a supplemental declaration filed with the Court, Daniel C.
McElhinney, executive director of Epiq, disclosed that his firm
currently serves, in a neutral capacity, as the claims and
noticing agent to Smurfit-Stone Container Corporation and its
affiliates, which are potential creditors or parties-in-interest
in the Debtors' cases.  The Smurfit-Stone Representation,
however, is completely unrelated to the Chapter 11 cases, he
affirms.

Judge Carey further clarifies Epiq will not be entitled to
indemnification, contribution or reimbursement pursuant to the
Engagement Agreement, unless approved by the Court.  The Debtors
will have not obligation to indemnify Epiq or provide
contribution or reimbursement for any claim or expense that is
either (i) judicially determined to have arisen from Epiq's gross
negligence, willful misconduct, breach of fiduciary duty, bad
faith or self-dealing, or (ii) for a contractual dispute in which
the Debtors allege the breach of Epiq's contractual obligations.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: Sec. 341 Creditors Meeting Slated for May 14
----------------------------------------------------------------
Roberta DeAngelis, the acting United States Trustee for Region 3
will convene a meeting of creditors of AbitibiBowater Inc. and its
debtor-affiliates on May 14, 2009, at 3:00 p.m., at the Office of
the U.S. Trustee of the District of Delaware, J. Caleb Boggs
Federal Building, at 844 King Street, Suite 2207, Lockbox 35, in
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: Seeks to Obtain Bank of Montreal DIP Loan
-------------------------------------------------------------
Abitibi-Consolidated Inc., Abitibi Consolidated Company of Canada
and their affiliates, who have filed for protection under the
Companies' Creditors Arrangement Act, say they need an interim
financing facility to supplement their relatively low level of
liquidity and to allow them to maintain stability of their current
operations.

The Abitibi Group informs the Honorable Judge Clement Gascon,
J.S.C., of the Quebec Superior Court Commercial Division that
based on their 13-week cash flow forecast for the period from
April 26, 2009 to July 19, 2009, they anticipate having a positive
cash balance of as low as $28.1 million.

The Cash Balance "is not sufficient for an organization of the
scale and size of the Abitibi Group," and requires "a reasonable
cash reserve . . . to ensure that [the Abitibi Group] can meet
each of its fixed weekly and bimonthly payroll commitments and to
purchase the supplies and materials necessary to keep its mills
operational," Alex Morrison, senior vice president at Ernst &
Young, in its capacity as the CCAA Monitor, said in a report dated
April 29, 2009.

In light of these circumstances, in March 2009, the Abitibi Group,
through its financial advisor BMO Nesbitt Burns Inc., initiated a
process to arrange for a debtor-in-possession financing.  The
Abitibi Group received three term sheets from prospective lenders,
but no term sheet was received from holders of their Senior
Secured Notes.  By April 2009, the government of Quebec related
that Investissement Quebec had been authorized to issue a
temporary loan guarantee of up to $100 million for the Abitibi
Group and its related restructuring process.

                 Bank of Montreal DIP Financing,
                        IQ Loan Guarantee

Subsequently, the Abitibi Group and Donohue Corp., as borrower,
the Bank of Montreal as lender, and Investissement Quebec as
guarantor or sponsor, entered into the Abitibi DIP Agreement,
which provides for a $100 million superpriority secured DIP credit
facility.  The DIP Financing is also to be guaranteed by certain
of the Abitibi Group's wholly owned subsidiaries.

Without the Sponsor Guarantee by Investissement Quebec, it is very
unlikely that the Abitibi Group would be able to raise a DIP
financing with similar terms and conditions in the current credit
market, Mr. Morrison contends.

The $100 million commitment under the Abitibi DIP Facility is
subject to minimum availability of $12.5 million to be maintained
at all times and that is not subject to any syndication
conditions.

The proposed fee structure under the Abitibi DIP Facility, which
encompasses both the returns to the DIP Lender and Investissement
Quebec, consist of these fees and interest rates:

   * Upfront fees at a rate of 4.4%
   * Interest rate of LIBOR + 1.75%, subject to 3.0% LIBOR floor
   * Undrawn fee at a 0.525% rate per annum

The Abitibi DIP Facility, the Abitibi Group relates, is in effect
a bridge to the receipt of proceeds from the contemplated sales
of the Manicouagan Power Company and ACH Limited Partnership
hydro assets expected during the pendency of the CCAA proceedings
and in any event by November 1, 2009.  The Abitibi Group intends
to repay the Abitibi DIP Facility from the proceeds of the
contemplated Hydro Asset Sales or of other sales of non-core
assets under consideration.

The Abitibi Group says even if the contemplated Hydro Asset Sales
does not close before November 1, 2009, it will actively seek to
refinance the DIP Facility in advance of its effective expiry
date.  ACI anticipates to be better able to secure a replacement
DIP financing after it has had time to stabilize its postpetition
operations.

The other significant terms of the Abitibi DIP Facility are:

   (a) A facility of up to $10 million may be made available to
       Donohue Corp, provided it obtains, at its option, the
       appropriate orders from the U.S. Bankruptcy Court.

   (b) Borrowings by the Abitibi Group and Donohue Corp under the
       Abitibi DIP Facility would be guaranteed by certain other
       CCAA Debtors and secured by a first priority charge
       granted on a postpetition superpriority basis on all
       present and after-acquired property, including proceeds
       from the sale of property of the Abitibi and Donohue Corp
       Groups.

   (c) Conditions precedent to disbursements must be met to the
       satisfaction of both the DIP Lender and Investissement
       Quebec.

   (d) The Abitibi DIP Charge would be subordinated to (i) the
       Administration Charge, (ii) the Abitibi Directors &
       Officers First Tranche, as defined in the DIP Facility,
       and (iii) the interest of the Securitization Agent in the
       accounts receivable sold under the Securitization Program.

   (e) Because the maximum amount of $100 million provided for in
       the Investissement Quebec Loan Guarantee is with respect
       to principal and interest, a minimum availability of
       $12.5 million is required to be maintained at all times.

   (f) The Borrowers may make voluntary prepayments of the DIP
       Facility at any time, and must make certain mandatory
       prepayments from net cash proceeds of asset sales,
       insurance proceeds, and proceeds received with respect to
       expropriation claims.

   (g) Borrowings must be repaid in full at the earliest of the
       acceleration of the Abitibi DIP Facility or the occurrence
       of a specified event of default, including:

       -- failure to repay  the DIP Facility by November 1, 2009;
       -- the effective date of a CCAA or Chapter 11 plan; and
       -- the unenforceability of the Investissement Quebec Loan
          Guarantee.

The Abitibi Group asserts that the proposed DIP Financing will
specifically:

   (i) provide sufficient liquidity for normal working capital
       purposes; and

  (ii) demonstrate to customers and suppliers that the Abitibi
       Group will continue to meet its obligations during the
       course of the CCAA proceedings and thus, assist in the re-
       establishment of more normalized trade credit terms.

Mr. Morrison adds that the Borrowers covenant that they will not
permit to exist any loans or advances to, or guarantee an
obligation of any other person, except those made between the
Abitibi DIP Facility Parties for an amount not exceeding
$30,000,000 at all times.

Mr. Morrison further relates that under the Abitibi DIP Facility,
the Borrowers will pay the Bank of Montreal:

   -- a fee equivalent to 1% of the DIP Facility amount upon the
      execution and delivery of the DIP Agreement;

   -- a fee equivalent to 1% of the DIP Facility amount upon the
      "effective date" or the date on which all of the initial
      availability conditions have been satisfied or waived;

   -- a fee equivalent to 1% of DIP Facility amount if any
      obligations remain outstanding as of the November 1, 2009
      expected prepayment date.

In addition, the Borrowers will pay Investissement Quebec (i) an
upfront fee in the amount of $656,250 upon the acceptance by the
Abitibi Group of the DIP Agreement; and (ii) a guarantee fee of
1.75% of the DIP Facility upon the effective date and on each
anniversary of the Effective Date.

Furthermore, the Borrowers will assume all reasonable out-of-
pocket expenses incurred by the Bank of Montreal and
Investissement Quebec.

Against this backdrop, the Abitibi Group seeks the Canadian
Court's authority to execute the Abitibi DIP Credit Agreement and
the Investissement Quebec Guarantee Offer.

                U.S. Bank and Noteholders Object

The Ad Hoc Committee of Senior Secured Noteholders and U.S. Bank
N.A., as Indenture Trustee for the Senior Secured Notes, argue
that the Abitibi Group has neither satisfied the tests for
approval of a DIP Facility nor provided a demonstrable need for
the urgency of the DIP Facility.

Representing the Committee, Borden Ladner Gervais LLP, in
Montreal, Quebec, relates that the Noteholders advanced
approximately $413 million to ACCC, for which ACCC issued 13.75%
senior secured notes due 2011.  The Senior Secured Notes were
issued under a Trust Indenture dated as of April 1, 2008 among
ACCC, ACI and other guarantors.  Wells Fargo Bank N.A. previously
served as Indenture Trustee and Collateral Trustee with respect
to the 2011 Senior Notes.  U.S. Bank has subsequently replaced
Wells Fargo.  ACCC, ACI and the Guarantors granted security to
U.S. Bank with respect to the obligations under the 2001 Senior
Notes.

The Noteholders aver that the interest payable to them for May
2009 with respect to the 2001 Senior Notes is $4.89 million,
excluding default interest.  Interest accrues on the Notes at the
rate of about $5 million per month.  By the end of July 2009, the
amount owing to the Noteholders will have grown to over $46
million.  Hence, with accrued interest, the amount presently
owing with respect to the Senior Secured Loan is $445,000,000.

The Senior Secured Loan is secured by ACCC's interests in these
Hydro Assets, which the Abitibi Group has proposed to sell to
produce net proceeds of $538 million as a source of recovery on
account of the Senior Secured Loan:

   * ACCC's 60% interest in Manicouagan Power Company, which owns
     and operates a 335-megawatt hydroelectric power facility on
     the Manicouagan River; and

   * ACCC's 75% interest in ACH Limited Partnership, a joint
     venture with Caisse de depot et placellent du Quebec for
     its Ontario hydroelectric generation facilities, which
     encompass eight hydroelectric generation facilities located
     in Ontario together with the shares of Abitibi Consolidated
     Hydro Inc., general partner of ACH Limited Partnership.

The Noteholders add that they have the benefit of additional
senior notes security, including charges on 11 pulp and paper
mills, related equipment, intellectual property and other
property.  However, given the crisis in the pulp and paper mills,
the Hydro Assets are the most liquid assets subject to the Senior
Notes Security, the Noteholders maintain.

According to the Noteholders, other secured creditors of the
Abitibi Group include parties to (i) the Citi Securitization
Program, which is intended to fund the working capital
requirements of ACI and Donohue Corp. for a principal amount of
$210,000,000, and (ii) the 364-Day Term Loan Facility with an
outstanding principal balance of $347,000,000.

The Noteholders are concerned that while the Abitibi Group has
declared that the Securitization Program will provide it with
"sufficient short-term liquidity," it indicated the need for the
DIP Facility to fund itself during the CCAA Proceedings, which
expected duration was not provided.

The Noteholders contend that the cash flows of the Abitibi Group
reveal that the proposed DIP Facility "is not premised on a
demonstrable need," but is "based on concerns rather than
evidence or facts" including:

   (a) concern that the projected available cash without
       availability under the DIP Facility does not provide a
       sufficient cushion;

   (b) concern that projected revenues from the Securitization
       Program may not be realized;

   (c) the argued need to demonstrate to suppliers that the
       Abitibi Group's business has sufficient liquidity to meet
       its obligations; and

   (d) the need for increased liquidity in the event the Abitibi
       Group's business increases.

Furthermore, neither the Abitibi Petitioners nor E&Y, as the
Court-appointed CCAA Monitor, aver that there is an urgent need
for the DIP Facility.   Under its Cash Flow, the Abitibi Group
assumes a $30 million advance under the DIP Facility during the
week ending May 3, 2009, but does not establish the need for the
immediate cash injection.

The Noteholders add that the Abitibi Group's argument is that the
additional $100 million "would make life easier" is not a
recognized ground to obtain the DIP Facility.

Against this backdrop, the Noteholders and U.S. Bank ask the
Canadian Court to dismiss the Abitibi Group's request.  Should
the Canadian Court rule otherwise, the Noteholders and the U.S.
Bank seek to include these protection measures be provided to
them:


   (1) The Abitibi Group may draw under the DIP facility amounts,
       limited to what is demonstrably necessary.  Any variation
       should be subject to Canadian Court's approval.

   (2) The Noteholders should be repaid from the proceeds of the
       Hydro Assets Sale.

   (3) The DIP Lender should be obliged to look into the Abitibi
       Group's unencumbered assets.

   (4) The Notes Trustee, the Collateral Agent, and the
       Noteholders should have the benefit of a priority adequate
       protection charge on all assets to secure impairment of
       their recoveries.

   (5) There should be equality of treatment as between the
       Noteholders and the Term Lenders.

   (6) The extraordinary and arbitrary realization process
       contemplated by the DIP Facility should not be approved.

   (7) The Notes Trustee, the Collateral Agent and the
       Noteholders should be provided with the same level of
       information as any DIP Lender at the same time.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: To Pay $20MM to Vendors, $5MM to Shippers
-------------------------------------------------------------
AbitibiBowater Inc. and its affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay certain prepetition claims of certain critical
vendors of up to $20,000,000 in the aggregate.

The Debtors sought and obtained the Court's authority to continue
to pay, in the ordinary course of business, the prepetition
claims of certain shippers, warehousemen and lien claimants of up
to $5,000,000.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors' Critical
Vendors have claims for providing (i) essential goods that the
Debtors received before the Petition Date, or (ii) essential
services that were rendered to, or on behalf of, the Debtors
before the Petition Date, or both.  The general categories of
goods and services provided by the Critical Vendors to the
Debtors are Raw Materials and Chemicals, Operating Supplies,
Plant Maintenance and Repair, Committed Project Supplies, and
Dependent Vendors.

In the Debtors' discretion, all payments of Critical Vendor
Claims will be applied first to claims for goods received by the
Debtors 20 days before the Petition date.  The Debtors reserve
the right to negotiate new trade terms with any Critical Vendor
as a condition to payment of any Critical Vendor Claim.

The Court ruled that customary trade terms between the Debtors
and the applicable Critical Vendor will apply for the remaining
term of the Critical Vendor's agreement with the Debtors as long
as the Debtors agree to pay for the goods in accordance with the
terms.  The continued availability of trade credit in amounts and
on terms consistent with the Debtors' prepetition trade terms is
advantageous to the Debtors because it allows the Debtors to
preserve working capital while maintaining optimal production
levels, Ms. Morgan avers.  On the contrary, she notes,
deterioration in postpetition trade credit and disruption or
cancellation of deliveries of goods would cripple the Debtors'
business operations, increase the amount of funding needed by the
Debtors postpetition, and ultimately impede the Debtors' ability
to service their customers.

The Debtors contemplate making the Critical Vendor claim payments
in the ordinary course of business as and when they become due
and solely to entities that agree to supply the Debtors
postpetition according to the normal trade terms that existed
prepetition or on terms that are otherwise acceptable to the
Debtors.

If a Critical Vendor accepts payment on account of a prepetition
obligation and fails to provide the Debtors with the requisite
Customary Trade Terms, the Debtors seek the authority to declare
that:

   (1) any Vendor Payment received by the Critical Vendor will be
       deemed an unauthorized postpetition transfer under Section
       549 of the Bankruptcy Code that the Debtors may either
       recover from the Critical Vendor in cash or goods, or at
       the Debtors' option, apply against any outstanding
       administrative claim held by the Critical Vendor; and

   (2) upon recovery of any Vendor Payment, the corresponding
       prepetition claim of the Critical Vendor will be
       reinstated in the amount recovered by the Debtors, less
       the Debtors' reasonable costs to recover the amounts.

All applicable banks are directed to pay and honor checks and
funds transfers related to the Critical Vendor Claims.

Separately, Ms. Morgan notes that the Debtors' operations depend
on an extensive shipping, warehousing and distribution network as
it moves raw materials to and from its global manufacturing
centers and finished product to end-users worldwide.  The Debtors
engage the use of reputable common carriers, dedicated carriers,
rail carriers, less-than-truckload carriers, freight forwarders,
ocean and lake carriers, parcel carriers, brokers and agents for
moving their supplies and inventory.

The Debtors also utilize a network of third-party warehousemen
who store goods in transit on their behalf.  In addition, the
Debtors rely on customs agents to facilitate the shipment of
goods across, into, and out of the United States, Canada, Europe,
and Asia.

The Debtors note that many of their pricing policies and marketing
strategies revolve around their ability to meet individual
customer needs on a timely, dependable and often custom-tailored
basis.  They aver that they must maintain a reliable and efficient
supply and distribution network during these Chapter 11 cases.  If
the Debtors' paper and pulp mills, sawmills, and recycling
facilities do not receive delivery of raw materials when scheduled
and the Debtors' customers are unable to receive delivery of
goods, the Debtors' manufacturing operations will be severely and
adversely affected and production may even be stopped, Ms. Morgan
tells the Court.  As a result, she says, the Debtors may suffer,
at a minimum, a significant loss of credibility and customer
goodwill as well as revenue, thereby causing substantial and
potentially irreparable harm to their businesses and
reorganization efforts.

At any given time, and from time to time, the Debtors engage
approximately 1,200 Shippers and Warehousemen.  As of the Petition
Date, the Debtors estimate that they owe no more than $5,000,000
collectively to the Shippers, Warehousemen, and other similarly
situated potential possessory or statutory lien claimants.

The Debtors will, in their discretion, condition any payments on
account of a Shipper Claim, Warehousing Claim or Lien Claim on a
written acknowledgment from the applicable claimant that it will
continue to provide them services on trade terms that, at a
minimum, the claimant provided to the Debtors six months before
the Petition Date, or other trade practices and programs that are
favorable to the Debtors, Ms. Morgan relates.

The Debtors will only pay those Shipper Claims, Warehousing Claims
and Lien Claims that they believe are necessary or appropriate.
The Debtors maintain that the total amount to be paid to the
Shippers, Warehousemen and Lien Claimants on account of their
prepetition claims is minimal compared to the direct and indirect
losses the Debtors may suffer if a Shipper, Warehousemen or Lien
Claimant refused to deliver the Debtors' product.

The Debtors may, in their discretion, negotiate new trade terms
with any Shipper, Warehouseman or Lien Claimant as a condition to
payment of its claim, including terms that may differ materially
from historical terms.

The Debtors' financial institutions are also authorized and
directed to honor prepetition payroll checks, drafts and transfers
on or after the Petition Date with respect to the Shipper Claims,
Warehousemen Claims and Lien Claims.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: U.S. Trustee Appoints Committee of Creditors
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Roberta A.
DeAngelis, United States Trustee for Region 3, appointed seven
creditors to serve as members of the official committee of
unsecured creditors in AbitibiBowater, Inc. and its debtor-
affiliates' Chapter 11 cases:

The Committee members are:

  (1) HSBC Bank USA, N.A.,
      as Indenture Trustee
      for 9 3/8% Notes due 2021
      Attn: Sandra Horwitz
      10 E. 40th Street, 14th Floor
      New York, NY 10016
      Tel. No.: (212) 525-1358
      Fax: (212) 525-1366

  (2) Wilmington Trust Company
      as Indenture Trustee
      for 15.5% Senior Notes due 2010
      Attn: James J. McGinley
      Rodney Square North
      1100 North Market Street
      Wilmington, DE 19890
      Tel. No.: (302) 636-6058
      Fax: (302) 363-4045

  (3) Computershare Trust Company of Canada
      as Indenture Trustee for 10.85% Notes due 2014
      Attn: Nelia Andrade & Toni De Luca
      1500 University St., 7th Floor
      Montreal, Quebec, H3A 3S8
      Tel. No.: (514) 982-7888 x 7255/7213
      Fax: (514) 982-7677

  (4) Pension Benefit Guaranty Corporation
      Attn: Craig Yamaoka
      1200 K Street, NW
      Washington, DC 20005
      Tel. No.: (202) 326-4070 x 3614
      Fax: (202) 842-2643

  (5) United Steelworkers
      Attn: David R. Jury
      Five Gateway Center
      Pittsburgh, PA 15222
      Tel. No.: (412)562-2545
      Fax: (412) 562-2429

  (6) Imerys
      Attn: Merilee Long
      100 Mansell Road, Suite 300
      Roswell, GA 30076
      Tel. No.: (770) 645-3419
      Fax: (770) 645-3391

  (7) Andritz Inc.
      Attn: Deborah B. Zink
      1115 Northmeadow Parkway
      Roswell, GA 30076
      Tel. No.: (770) 640-2591
      Fax: (770) 640-2598

In addition to the PBGC, two members of the Committee are
indenture trustees, one is a union, and two seats were given to
suppliers, Bill Rochelle at Bloomberg News pointed out.

    Wilmington Trust: No Exposure in Administrative Role

Wilmington Trust, a leading provider of institutional trustee,
agency, and administrative services through its Corporate Client
Services (CCS) business, related in an April 28, 2009 press
release that it has been appointed by the U.S. Trustee to the
unsecured creditors' committee in the bankruptcy of AbitibiBowater
Inc., which filed for Chapter 11 protection on April 16, 2009 in
the U.S. Bankruptcy Court for the District of Delaware.
Previously Wilmington Trust was appointed successor indenture
trustee on behalf of creditors who hold approximately $893 million
in debt issued by AbitibiBowater entities.

Wilmington Trust maintained that it is not a direct holder of
AbitibiBowater debt and has no credit exposure, unsecured or
otherwise, to the company or its affiliates.  Wilmington Trust
adds it is paid a fee for providing trust services such as those
related to the AbitibiBowater case, which has no effect on
Wilmington Trust's balance sheet, credit quality, or financial
condition.

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

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

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ABITIBIBOWATER INC: To Temporarily Shut Grenada Newsprint Mill
--------------------------------------------------------------
The Associated Press reports that AbitibiBowater Inc. will shut
down its newsprint mill in Grenada for a month, from May 11 to
June 11.

The plant was temporarily shut down in April, The AP says, citing
AbitibiBowater General Manager Wade Taylor.  The AP states that
the Company reopened the plant on Friday to fill 10 days of
orders.

According to The AP, the AbitibiBowater facility employs about 200
people.  Citing Mr. Taylor, the report says that each employee
will be working one week throughout the month, with the rest of
the time on temporary layoff status, but a maintenance crew will
remain on the job.

          Union Criticizes Compensation to Former CEO

Lynn Moore at The Montreal Gazette relates that a Quebec court
said that the improved pension package that AbitibiBowater said it
couldn't afford as it went through restructuring would have cost
the Company about $4.8 million a year.

According to The Montreal Gazette, the board had promised about
$7.5 million in severance pay to former CEO John Weaver.  The
report states that Mr. Weaver received one installment of about
$4.5 million before the Company filed for bankruptcy protection
and all severance payments of about $46.5 million were frozen,
causing outrage among union representatives and retirees who were
denied of pay.

Gaetan Menard, secretary-treasurer of the Communications, Energy
and Paperworkers Union of Canada, said that Mr. Weaver, "who is
one of the architects of the fiasco we are witnessing today," also
drew a salary-and-benefits package of about $7.5 million in 2008,
The Montreal Gazette relates.

Judge Danielle Mayrand, according to The Montreal, started hearing
a motion on Monday revolving around Abitibi's bid to suspend
payments that would help make up a $1.4 billion shortfall in its
many pension plans.

The Montreal Gazette reports that Mr. Weaver is now among the
AbitibiBowater's unsecured creditors.

AbitibiBowater, The Montreal Gazette states, said last week that
it couldn't afford an early retirement option promised in 18
collective agreements for its unionized workers in Canada.  The
report states that Quebec Superior Court Judge Clement Gascon shot
down that argument during a separate hearing on Monday, saying
that the Company's unilateral decision to suspend the package was
illegal and flew in the face of recent appeal court rulings that
determined collective agreements must be maintained while
companies are under bankruptcy protection.

According to The Montreal Gazette, an AbitibiBowater spokesperson
said that the Company won't file an appealing on Judge Gascon's
ruling.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

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

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

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

                        Bankruptcy Filing

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

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

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

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

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


ALLEGIANCE CROSSROADS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Allegiance Crossroads, LP
        14881 Quorum Dr., Suite 950
        Dallas, TX 75254

Bankruptcy Case No.: 09-32802

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Marc W. Taubenfeld, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, TX 75201
                  Tel: (214) 954-6809
                  Fax: (214) 954-6850
                  Email: mtaubenfeld@mcslaw.com

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

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

The Debtor's Largest Unsecured Creditors:

Entity                            Nature of Claim    Claim Amount
------                            ---------------    ------------
Epstein Becker & Green, PC         Legal Service         $280,471
250 Park Avenue
New York, NY 10177-0077

Retail Enhancement Group, LP         Service              125,000
3901 Travis, Suite 206
Dallas, TX 74204

Frank Bartel Transportaion, Inc.     Service               69,215
7401 S. Hwy. 377
Aubrey, TX 76227

Mustang S.U.D.                       Service               47,046

Kimley-Horn & Associates, Inc.       Service               42,080

Terradyne Group, LC                  Service               35,500

Kane Russell Coleman & Logan, PC  Legal Service            28,083

David Allen                          Service               25,000

Venture Commercial Real              Service               23,424
   Estate, LLC

Randy Marx, Esq.                   Legal Service           20,000

Andrews Barth & Harrison, PC       Legal Service           19,723

Isbell Engineering Group             Service               10,299

Allegiance Development               Service                5,646

Cantey & Hanger, LLP               Legal Service            4,599

Dannenbaum Engineering               Service                3,557

Hodges & Associates, PLLC            Service                3,264

Allegiance Development, LP           Service                3,010

Boardman Law Firm                  Legal Service            2,801

GB Collects, LLC                     Service                2,270

Allegiance Development II, LP        Service                2,033

The petition was signed by Charles D. Ames, Manager of the
company.


AMARAVATHI LIMITED: Section 341(a) Meeting Scheduled for June 9
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Amaravathi Limited Partnership and Amaravathi Keerthi, LLC's
Chapter 11 cases on June 9, 2009, at 2:00 p.m.  The meeting will
be held Suite 3401, 515 Rusk Ave, Houston, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Amaravathi Limited Partnership
dba Monterone Round Rock, Mansions at Steiner Ranch, Monterone
Canyone Creek, Mansions on the Green II, Monterone Steiner Ranch,
Mansions at Canyon Creek and Mansions on the Green I owns and
operates four apartment complexes in Round Rock and Austin, Texas.

The Company and Amaravathi Keerthi, LLC, its affiliate, filed for
separate Chapter 11 on April 23, 2009 (Bankr. S.D. Tex. Case No.
09-32754).  Kyung Shik Lee, Esq., at Diamond McCarthy Taylor and
Finley represents the Debtors in their restructuring efforts.  The
Debtors have assets and debts both ranging from $100 million to
$500 million.


AMERICAN COMMUNITY: Proposes Bonuses for Completing Sale
--------------------------------------------------------
American Community Newspapers LLC is asking permission from the
U.S. Bankruptcy Court for the District of Delaware to pay $328,000
in bonuses to two high-level executives and 31 other directors and
managers after a sale of the assets is completed, Bloomberg's Bill
Rochelle said.

Unlike some other companies that make a secret of how much each
eligible worker may receive, ACN listed not only the bonus for
each individual but also his or her annual salary, Bill Rochelle
pointed out.

According to Mr. Rochelle, the chief financial officer and the
corporate controller are the highest-level executives to
participate in the program.  The highest bonus, $33,000, would go
to the publisher for the operations in Columbus, Ohio, he said.
Three others are to have $30,000 bonuses, he added.  Executives as
a group are to receive $185,000.  The remainder is for directors
and managers.

The Court will consider approval of the bonuses on May 27.

The secured lenders support the bonus payment, the Company said.

American Community has obtained interim authority for a post-
bankruptcy loan from General Electric Capital Corp.  GE Capital is
offering up to $5 million.  The final DIP hearing is on May 14.

As reported by the TCR on May 1, 2009, American Community is
scheduled to auction its assets May 22.  The Debtors' secured
lenders, owed $107 million on a term loan and revolving credit,
have offered to buy ACN's operation in exchange for $32 million
they're owed.  The buyers also will pay the cost of curing default
on contracts they take over.  In addition, the buyers will pay off
amounts outstanding on the $5 million DIP loan provided by Bank of
Montreal and GE Capital.

The proposed protocol contemplates this schedule:

    -- competing bids would be due May 19.

    -- an auction will be held May 22 if qualified bids in
       addition to the secured lenders' are received by the bid
       deadline.

    -- the hearing for approval of the sale is sought to be held
       May 26.

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

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


AMERICAN COMMUNITY: Hearing on Proposed Sale Process on May 14
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware set May 14, 2009, at 2009, at 11:00 a.m., to
consider approval of the proposed bidding procedures to govern the
sale of substantially all assets of American Community Newspaper
LLC and its debtor-affiliates.  Objections, if any, are due
May 11, 2009, by 4:00 p.m.

As reported by the Troubled Company Reporter on May 1, 2009, the
Debtors are proposing a May 22 auction to determine whether anyone
will top an offer from existing secured creditors agreed on a deal
with the Debtors to purchase their operation in exchange for
$32 million they are owed.

The purchaser also will pay the cost of curing default on
contracts they take over and pay off whatever is outstanding on
the $5 million secured credit being provided for the
reorganization by the Debtors' debtor-in-possession lenders, Bank
of Montreal and General Electric Capital Corporation.

The proposed protocol contemplates this schedule:

    -- competing bids would be due May 19.

    -- an auction will be held May 22 if qualified bids in
       addition to the secured lenders' are received by the bid
       deadline.

    -- the hearing for approval of the sale is sought to be held
       May 26.

In preparation for the sale, Carl Marks & Co. Inc. was retained by
the Debtors as their financial advisor to assist in their
restructuring efforts and explore a potential sale of their
assets.

A full-text copy of the Debtors' asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?3c52

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

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No. 09-
11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


AMERICAN COMMUNITY: Seeks to Access BMO $5 million DIP Facility
---------------------------------------------------------------
American Community Newspaper LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to obtain $5 million in revolving loan under the debtor-in-
possession agreement dated April 28, 2009, with Bank of Montreal
Chicago Branch, as DIP agent, and General Electric Capital
Corporation, documentation agent.

The Debtors also ask the Court for authority to access cash
collateral, until July 26, 2009, to pay expenses in accordance
with a budget.  The secured lenders will be granted replacement
liens, which will be first priority liens subject only to the
postpetition and certain "permitted liens."  The Debtors' proposed
budget contemplates a $100,000 carve-out for committee
professionals.

The DIP facility incurs interest at per annum rate equal to 5%
plus the greater of 5% and the Base Rate.

The DIP agreement indicates that the facility is expected to
mature on the earliest of:

   -- the closing date of the sale of substantially all of the
      Debtors' assets in accordance to a sale covenants;

   -- 21 days after the date of entry of the interim financing
      order, if a final financing order acceptable to the DIP
      agent is not entered before such date;

   -- the date on which the DIP agent provides written notice to
      the Debtors' counsel and committee of the occurrence and
      continuance of an event of default;

   -- the date of final hearing if the interim financing order is
      modified at the final hearing in a manner unacceptable to
      the DIP agent and lender; and

   -- July 31, 2009.

The Debtors say they agreed to pay the lenders closing fee in an
amount equal to (i) 4% of the interim DIP amount, which portion of
the fee will be fully earned and payable to the DIP agent
immediately upon the closing of the DIP agreement, and (ii) 4% of
the DIP commitment less the interim DIP amount, which portion of
the fee will be fully earned and payable to the DIP agent upon
entry of the final order.

To secure the Debtors' obligations, all loans made by the lenders
will be secured by a superpriority claim, perfected first priority
lien and security interest, and priming lien subject to the
permitted liens in each cases.

A hearing is set for May 14, 2009 at 11:00 a.m., at 824 Market
St., 5th floor, Courtroom #5 in Wilmington, Delaware.  Objections,
if any, are due by May 11, 2009.

A full-text copy of the Debtors' debtor-in-possession agreement is
available for free at http://ResearchArchives.com/t/s?3c50

A full-text copy of the Debtors' debtor-in-possession budget is
available for free at http://ResearchArchives.com/t/s?3c51

                   Prepetition Debt Obligations

Before they filed for bankruptcy, Bank of Montreal provided to the
Debtors about $125 million in prepetition loan under the credit
agreement dated June 29, 2007, of which a total of $107.3 million
is due to the bank as of the Debtors' bankruptcy filing.  The
Debtors granted the lenders a security interest in substantially
all of the Debtors' assets and pledge all of their interest as
collateral under the prepetition agreement.

The prepetition loan is comprised of a $20 million revolving
senior secured credit due July 2, 2013, and $105 million term loan
facility due June 30, 2013.  The Debtors defaulted in their
obligations under the revolving loan and was unable to borrow as
of June 29, 2008.  Approximately $3.5 million is due to the Bank.

The term loan has two separate facilities (i) a term loan A
facility that provided $35 million senior secured funding facility
due on a quarterly basis until June 30, 2013; and (ii) a term loan
B facility that provided $70 million senior  secured funding
facility due Dec. 31, 2013.

The Debtors owe $34 million under the term loan A facility and
$69.8 million under the term loan B facility as of their
bankruptcy filing.

                     About American Community

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

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represents the Debtors in their restructuring efforts.  The Debtor
proposed Carl Marks & Co. Inc. as financial advisor, and Graubard
Miller as special corporate counsel.  When the Debtors filed for
protection from their creditors, they listed assets between
$50 million and $100 million, and debts between $100 million and
$500 million.


AMERICAN ROCK: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B-'
corporate credit and senior secured debt ratings on American Rock
Salt Co. LLC.  The company recently called the remaining amounts
outstanding under its existing 9.5% senior secured second-lien
notes due 2014.


AQUA DULCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Agua Dulce Vineyards, LLC
        9640 Sierra Highway
        Santa Clarita, CA 91390

Bankruptcy Case No.: 09-15207

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Martin J. Brill, Esq.
                  10250 Constellation Blvd. Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  Email: mjb@lnbrb.com

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

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

The Debtor's Largest Unsecured Creditors:

Entity                            Nature of Claim    Claim Amount
------                            ---------------    ------------
A.R.S.I.                                -                $328,995
555 St. Charles Drive #100
Thousand Oaks, CA 91360

Merchant Solutions                      -                 318,800
c/o Craig Gass, Esq.
920 Country Club Dr, 1A
Moraga, CA 94556

William Soroky                          -                 174,961
5855 Topanga Cyn, #400
Woodland Hills, CA 91367

Encore Glass                            -                 123,663

Newmark                                 -                  85,000

CPE Hr                                  -                  80,643

Trust International                     -                  59,805

Antelope Valley Press                   -                  36,663

Willy Lively                            -                  34,000

Label Alliance                          -                  27,499

Caine and Weiner                        -                  25,788

AV Party Rentals                        -                  21,949

Signal Newspaper                        -                  20,000

SCV Publications                        -                  20,000

Antelope Valley Magazine                -                  17,950

Bonham Label                            -                  17,730

Terry Long                              -                  17,717

A-1 Temporary Power                     -                  15,893

R.T. Quinn                              -                  15,336

Kaiser Insurance                        -                  14,338

The petition was signed by Catherine P. MacAdam, managing member
of managing member of the company.


ARVINMERITOR INC: Reports $52MM Q2 Fiscal Year 2009 Net Loss
------------------------------------------------------------
ArvinMeritor, Inc. reported financial results for its second
fiscal quarter ended March 31, 2009:

    -- Sales of $1.1 billion, down approximately $671 million, or
       38 percent, from the same period last year (down 32 percent
       on a constant currency basis).

    -- On a GAAP basis, net loss from continuing operations was
       $52 million or $0.72 per diluted share, compared to net
       income from continuing operations of $24 million or $0.33
       per diluted share in the same period last year.

    -- Loss from continuing operations, before special items, of
       $9 million, or $0.12 per diluted share, compared to income
       from continuing operations, before special items, of $27
       million, or $0.37 per diluted share in the same period last
       year.

    -- Cash outflow from operations was $102 million in the second
       quarter of fiscal year 2009.  Excluding reductions in sales
       of receivables, cash flow was positive $77 million
       resulting from reductions in working capital and benefits
       of cost reduction actions.

    -- Free cash outflow (cash outflow from operations less
       capital expenditures) of $138 million in the second quarter
       of fiscal year 2009 compared to positive free cash flow of
       $134 million in the same period last year.

"We are proud of the strong performance from our global operations
teams despite continued low volumes in the commercial and light
vehicle markets," said Chip McClure, chairman, CEO and president.
"While revenues are down in the OE light vehicle, truck and
trailer businesses, compared to the first quarter, we are
reporting more favorable earnings due to a continued focus on cost
reduction efforts and strong performance from our specialty and
aftermarket groups."

Commercial vehicle sales were $739 million, down 38 percent from
the same period last year.  EBITDA, before special items, for
Commercial Vehicle Systems was $53 million for the quarter, down
37 percent from the second quarter of fiscal year 2008, primarily
due to lower sales.  However, compared to the company's first
quarter, EBITDA, before special items, was higher despite sales
being down 23 percent.  This reflects the impact of our cost
reduction actions as well as a favorable mix of specialty and
aftermarket products.

During the first half of fiscal year 2009, the company executed
various actions to reduce costs and manage cash during these
difficult economic times.  These actions are expected to result in
savings of approximately $430 million on an annual basis, or $311
million for fiscal year 2009.  Cost reduction actions include the
elimination of the Light Vehicle Systems divisional organization,
temporary or permanent reduction of approximately 3,000 employees
globally, salary reductions, suspension of annual salary
increases, elimination of the 401-K match, extended plant
shutdowns across the company's global operations, the elimination
of all non-essential discretionary spending and savings driven by
the Performance Plus program.

In January, the company announced that difficulties in the credit
markets and continued volume weakness in most markets prevented
the sale of Body and Chassis as one entity at an acceptable value.
Therefore, the company has remained intensely focused on managing
both the Body Systems and Chassis businesses for maximum cost
efficiencies.

EBITDA, before special items, for LVS was negative $13 million for
the quarter, compared to negative $35 million in the first
quarter. Improvements in labor and burden, restructuring
initiatives, pricing adjustments, contract renegotiations and
strong aftermarket sales contributed to stronger performance this
quarter. Body Systems has also been awarded new business expected
to be valued at more than $15 million of annual sales in China,
$60 million of annual sales in North America (of which 80 percent
is with non-U.S. companies) and more than $47 million of annual
sales in Europe. In total, we believe these business wins
represent significant sales over the life of the programs and
should enhance the value of this business.

In addition, the company continues to aggressively pursue exit
strategies for its Chassis businesses.  ArvinMeritor anticipates
finalizing the first transaction for a significant unit of Chassis
in the near future.

                   Impact of Chrysler Bankruptcy

As of April 29, ArvinMeritor had $7 million of outstanding
receivables subject to Chrysler's U.S. bankruptcy proceedings. Of
that amount, only $3 million are expected to be outside of
administrative claim status.  Management has determined that if
some or all of these receivables are ultimately not collectible,
the impact on the company's second-quarter results would not be
material.

ArvinMeritor will be impacted by Chrysler's announcement to idle
its facilities during the bankruptcy process. The company
anticipates a 30-60 day shutdown to have a negative impact on
EBITDA in the range of $2 million to $5 million.

                             Liquidity

The ArvinMeritor management team remains focused on managing the
business for maximum liquidity.  At the end of the second quarter,
the company was in compliance with all covenants in our senior
secured credit facility and the U.S. securitization facility.  It
is possible that the company may need amendments or waivers to
these facilities before the end of the 2009 fiscal year in order
to increase the flexibility afforded to ArvinMeritor through the
senior secured debt-to-EBITDA covenants.  If such amendments or
waivers are not needed by the end of the third fiscal quarter, it
is increasingly likely that they will be needed on Sept. 30, 2009.
If amendments or waivers are needed and not obtained, the company
would be in violation of the debt to EBITDA covenant and the
lenders would have the right to accelerate the obligations.

Even with amendments or waivers to the company's senior secured
credit facility and the U.S. securitization facility, it may be
necessary to pursue additional liquidity enhancing actions, which
are not entirely within the company's control, including exploring
asset sales or obtaining additional external sources of liquidity.

                           2009 Outlook

While current market conditions remain depressed, North America
and South America are showing signs of stabilization, and certain
markets in Asia are indicating slight signs of improvement,
offsetting continued declines in Europe.

For the third quarter of fiscal year 2009 (compared to the second
fiscal quarter of 2009), the company anticipates:

    -- Revenue to be about flat

    -- Loss per share, before special items, to be greater

    -- Free cash flow, before reductions in sales of receivables,
       to be positive

    -- Total free cash flow to be slightly negative

"ArvinMeritor was proactive in taking aggressive steps to preserve
liquidity through this downturn and continues to be diligent in
maintaining all of the actions put into place in the past six
months," said Mr. McClure.  "We will continue to operate with that
same rigor, while maintaining a constant focus on the company's
financial position. We anticipate that we will begin to see
positive signs of improvement in some markets during the second
half of this year."

                       About ArvinMeritor

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry.  The company marks
its centennial anniversary in 2009.  ArvinMeritor serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  ArvinMeritor common stock is traded on the New
York Stock Exchange under the ticker symbol ARM.

                          *     *     *

In February 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on ArvinMeritor to 'CCC+' from 'B' and
lowered its issue-level ratings on the company's debt.  All
ratings were removed from CreditWatch, where they had been placed
on Nov. 13, 2008.  The outlook is negative.  The downgrade
reflects S&P's view that both the commercial vehicle and light-
vehicle segments will face severe problems in 2009.

Moody's Investors Service and Fitch Ratings followed in March.
Moody's lowered the Corporate Family and Probability of Default
ratings of ArvinMeritor to Caa1 from B2.  In a related action, the
rating of the senior secured revolving credit facility was lowered
to B1 from Ba2, and the rating of the senior unsecured notes was
lowered to Caa2 from B3.  ArvinMeritor's Speculative Grade
Liquidity Rating also was lowered to SGL-4 from SGL-3.  The
outlook is negative.

Fitch Ratings downgraded ArvinMeritor's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CC/RR5' from 'B-/RR4'.

The ratings remain on Rating Watch Negative pending resolution of
potential federal government aid to General Motors and the
associated impact on industry production.  The Watch Negative is
also based on ARM's eroding margins, persistent negative cash
flows, the potential need for covenant relief in mid-2009 and
related liquidity concerns.  The downgrades affect approximately
$1.7 billion of debt.


ASYST TECHNOLOGIES: Section 341(a) Meeting Rescheduled for June 2
-----------------------------------------------------------------
The U.S. Trustee for Region 17, rescheduled the meeting of
creditors in Asyst Technologies, Inc.'s Chapter 11 case to
June 22, 2009 at 10:00 a.m.  The meeting will be held at the U.S.
Trustee Office, 1301 Clay St No. 690N, in Oakland, California.

As reported in the Troubled Company Reporter on April 28, 2009,
the meeting was set for May 18, 2009, at 11:30 a.m.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the Company's financial affairs and
operations that would be of interest to the general body of
creditors.

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

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


ATP OIL & GAS: Bank Debt Sells at 39% Discount in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 60.38 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 7.88 percentage points
from the previous week, the Journal relates.   The loan matures
December 30, 2013.  The Company pays 475 basis points above LIBOR
to borrow under the facility.  The bank debt is not rated.

Participations in a syndicated loan under which ATP Oil & Gas is a
borrower traded in the secondary market at 54.50 cents-on-the-
dollar during the week ended March 6, 2009.

ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an
international offshore oil and gas development and production
company with operations in the Gulf of Mexico and the North Sea.
The company trades publicly as "ATPG" on the NASDAQ Global Select
Market.


AVENTINE RENEWABLE: JPMorgan Opposes Being Demoted to Second Lien
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg, JPMorgan Chase Bank N.A.,
the administrative agent for first-lien lenders owed
$40.3 million, objects to Aventine Renewable Energy Holdings
Inc.'s proposal to obtain debtor-in-possession financing from
prepetition unsecured creditors.

The $30 million debtor-in-possession loan provided by the holders
of 75% of the $300 million in unsecured notes will demote JMorgan
to second-lien status, the report notes.  The U.S. Bankruptcy
Court for the District of Delaware already approved $15 million in
borrowing on an interim basis.  Final DIP hearing was scheduled
May 5, 2009.

According to Mr. Rochelle, JPMorgan contends that the proposed
loan would "severely degrade the interests" of the existing
lenders.  JPMorgan points to Aventine's negative cash flow and the
possibility that funds for operations could be exhausted in six
months.

In the event the Court allows the loan, JPMorgan wants the Court
to require signing up a purchaser within three months and selling
the assets within six months.

Meanwhile, the report relates that the U.S. Trustee has conveyed
an opposition to the fee structure for the company's investment
banker, Houlihan Loukey Howard & Zukin Capital Inc.  In addition
to a monthly fee of $150,000 plus expenses, the firm is to receive
a fee of almost $5 million if Aventine is sold, the U.S. Trustee
says, according to Mr. Rochelle.  Bloomberg states that before
approving Houlihan's retention, the U.S. Trustee wants evidence
that the fee structure is "common in the marketplace."  If the
first test is met, the U.S. Trustee, according to the report,
still doesn't want the fees approved without proof that the fees
are reasonable and that Houlihan provided commensurable benefit to
Aventine.

                      About Aventine Renewable

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

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

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of December 31, 2008.  Aventine is a
leading producer and marketer of ethanol to many leading energy
companies in the United States.  In addition to ethanol, Aventine
also produces distillers grains, corn gluten meal, corn gluten
feed, corn germ and brewers' yeast.


AVENTINE RENEWABLE: Court Enters Final Order Approving DIP Loan
---------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc. said the Bankruptcy Court
in the District of Delaware has entered a final Order approving
its debtor-in-possession financing.  The final Order will allow
the Company to access the remaining $15 million under its DIP
financing when it is needed.  As of May 5, 2009, Aventine had cash
and cash equivalents totaling $22.3 million, not including the
additional $15 million available to it as a result of the final
DIP financing Order.

As reported by the Troubled Company Reporter on April 17, 2009,
the Bankruptcy Court gave the Debtors interim approval to access
the first $15 million of its DIP financing.

As reported in the TCR on April 13, 2009, holders of 75% of the
$300 million in unsecured notes issued by Aventine Renewable have
offered to provide the Company with debtor-in-possession
financing.  The proposed $30 million in DIP financing would
entitle the noteholders to liens that would knock the existing
lenders down to second-lien status.

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

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

The TCR said on April 15 that JPMorgan Chase Bank, N.A., as
administrative agent for senior secured lenders, filed a
preliminary objection to Aventine's request to obtain DIP
financing, utilize cash collateral, and grant adequate protection
to prepetition secured parties.

The Debtor is party to a credit agreement as of March 23, 2007,
with Bank of America, N.A., BMO Capital Markets Financing, Inc.,
JPMorgan Chase Bank, N.A., Siemens Financial Services, Inc., UBS
Loan Finance LLC, Wachovia Bank, National Association, and Wells
Fargo Foothill, LLC.  As of April 7, 2009, the senior secured
lenders were owed at least $40.25 million.

JPMorgan argued that:

   i) the Debtors proposed facility imposes sever and unreasonable
      rick on the interests of the senior secured lenders and the
      Debtors cannot adequately protect the senior secured
      lenders' interests.  Under the Debtors' proposed facility,
      the Debtors are attempting to layer $30 million of senior
      postpetition debt above the approximate $40 million of
      secured claims of the senior secured lenders.

  ii) as will be demonstrated at the interim hearing on the
      motion, it is expected that, if the Debtors' proposed
      facility is approved, the Debtors will deplete their
      liquidity and working capital in less that nine months,
      leaving the senior secured lenders to look only to the
      Debtors' property and equipment to satisfy their claims, the
      value of which will likely not be sufficient.

iii) the senior secured lenders have offered postpetition
      financing to the debtors on terms and conditions more suited
      to the Debtors' specific business needs than those of the
      Debtors' proposed facility taking into account the Debtors'
      cash flows and negative gross margin and current
      persistently depressed ethanol industry;

  iv) absent from the Debtors' proposed facility is any timeline
      for a sale or other exit strategy for the Debtors in these
      cases.

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

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

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of Dec. 31, 2008. Aventine is a leading
producer and marketer of ethanol to many leading energy companies
in the United States. In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.


AVIS BUDGET: Bank Debt Sells at 54% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 45.47
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.49 percentage
points from the previous week, the Journal relates.   The loan
matures April 1, 2012.  The Company pays 125 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and S&P's CCC+ rating.

Trading in Ford Motor and General Motors bank debt jumped the past
week.  Participations in a syndicated loan under which Ford Motor
Co. is a borrower traded in the secondary market at 62.70 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.95 percentage points
from the previous week, the Journal relates.  The loan matures
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

Participations in a syndicated loan under which General Motors is
a borrower traded in the secondary market at 64.65 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.37 percentage points
from the previous week, the Journal relates.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                       About Avis Budget

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default.  Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).


BERNARD L. MADOFF: Luxembourg Court OKs Liquidation of 3rd Fund
---------------------------------------------------------------
Bloomberg News' Stephanie Bodoni reports that Luxembourg's
financial regulator received court approval to liquidate
Luxembourg Investment Fund, the third fund to be dissolved in the
country after disclosing losses tied to Bernard Madoff.

Judge Christiane Junck ordered the dissolution at an April 30
hearing in Luxembourg, appointing two liquidators "with the widest
possible powers."  The report relates that Judge Junck on April 2
also ordered the liquidation of the LuxAlpha Sicav-American
Selection and Herald (Lux) US Absolute Return funds.

According to the report, the three funds were among 17 funds and
sub-funds forced to suspend customer redemptions after disclosures
of losses from investments with Madoff.  The regulator, the
Commission de Surveillance du Secteur Financier, in the last two
months struck the three funds from its official list, saying it
would seek their liquidation to "safeguard" investors' rights.

Two Luxembourg units of Zurich-based UBS AG acted as the asset
manager and custodian bank for Luxembourg Investment Fund, which
had assets of $419 million on Nov. 17, according to Bloomberg
data.

                  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.


BRUNO'S SUPERMARKETS: To Sell 56 Supermarkets to C&S Wholesale
--------------------------------------------------------------
Bruno's Supermarkets LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District Alabama (Birmingham) to sell 56
supermarkets to C&S Wholesale Grocers Inc.

C&S Wholesale won the auction to buy the 56 stores for
$45.8 million.  Bruno's said C&S will operate 31 stores and
liquidate the other 25, Bloomberg's Bill Rochelle reported.

Lauren B. Cooper at Birmingham Business Journal reports that
C&S, which owns Southern Family Markets, emerged as the winning
bidder.  The report states that part of the $46 million that
creditors will get includes about $10.5 million from CVS Caremark,
Target and Walgreen's, which are buying assets from Bruno's in-
store pharmacies.

Business Journal relates that Southern Family will operate 31
Bruno's and Food World stores and liquidate the remaining 25 with
its bidding partner, Hilco Merchant Resources.  According to the
report, stores slated for liquidation include stores at:

     -- The Summit and Inverness Corners shopping centers,
     -- Alabama 150,
     -- U.S. 31 in Hoover, and
     -- Montclair Road.

C&S Wholesale Grocers of Keene, New Hampshire, claims to be the
second-largest food wholesaler and the 12th largest privately held
company in the U.S.  The company distributes food to supermarkets,
retail stores, and military bases across the country.  Currently,
C&S serves over 5,000 stores from over 70 locations in 12 states.
Its customers include Stop & Shop, Royal Ahold (Giant-Carlisle and
Giant-Landover), Albertson's (Shaw's), Bi-Lo/Bruno's, Great
Atlantic & Pacific TeaCo. (A&P), Pathmark, Safeway, and Target.

The Bankruptcy Court last week denied Bruno's motion to terminate
the existing labor contract.  According to Bill Rochelle, the
Company argued to Judge Benjamin Cohen that no one would buy the
stores and continue operations so long as the contract remains in
place with the United Food & Commercial Workers Union.  The union
countered with evidence that two buyers would bid at auction with
the understanding that completion of the sale would depend on
successfully negotiating a new contract with the union.  The Court
denied Bruno's request to scrap its union contract in its
entirety, based on that evidence.

The union vowed to strike if the collective bargaining agreement
were terminated by the Court.

According to Mr. Rochelle, the Court ruled in the union's favor
after the employee group modified its initial position.  At the
outset, the union wanted the judge to deny the motion outright and
require any bidders to purchase the business under the existing
contract.  The union later said it would be willing to negotiate
with buyers, without guaranteeing it would agree on a new
contract.

Bruno's previously said it had a "tentative understanding" with an
unidentified supermarket operator to buy 36 of the stores.

Bids are being accepted from both liquidators and going-concern
buyers.  Bruno's is already in the process of closing 11 stores.

                   About Bruno's Supermarkets

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

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


BUNTING SWINE FARMS: Files Ch. 11 in Wilson, North Carolina
-----------------------------------------------------------
Bunting Swine Farms LLC and Bunting Enterprises LLC, owned
by brothers Clarence and Douglas Bunting, filed for Chapter 11
protection yesterday in Wilson, North Carolina, owning 83,000
animals between them, Bloomberg's Bill Rochelle said.

According to the report, Bunting Swine disclosed assets of $4.8
million on debt of $18.3 million.  Bunting Enterprises said it had
$1 million in assets and $12.4 million in debts.

Both operations are centered in Pinetops, North Carolina.


BUNTING SWINE FARMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bunting Swine Farms, L.L.C.
        c/o C. B. Bunting, Jr.
        Route 1, Box 144-B
        Pinetops, NC 27864

Bankruptcy Case No.: 09-03646

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Bunting Enterprises, LLC                       09-03647

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: Stephen L. Beaman, Esq.
                  Stephen L. Beaman, PLLC
                  P. O. Box 1907
                  Wilson, NC 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174
                  Email: sbeaman@beamanlaw.com

Total Assets: $4,794,867

Total Debts: $18,262,800

According to Bunting Swine Farms' schedules of assets and
liabilities, $11,714,114 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
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nceb09-03646.pdf

The petition was signed by Clarence B. Bunting, Jr., member of the
Company.


CARAUSTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Austell, Georgia-based Caraustar Industries Inc.
because S&P believes that the company will not address the
maturity of its $190 million senior unsecured notes due June 1,
2009, in a timely manner.

S&P lowered the corporate credit rating to 'CC' from 'CCC'. The
outlook is negative.

S&P's expectation that Caraustar will miss its June payment
reflects the ongoing difficult credit environment and challenging
operating conditions.

"The company's ability to continue as a going concern will likely
depend on it reaching an agreement with noteholders with respect
to a restructuring," said Standard & Poor's credit analyst Andy
Sookram.

Caraustar recently reached an agreement with lenders under its
asset-based revolving credit facility to extend the date by which
it must provide evidence of repayment, defeasance, or redemption
of the notes to May 8, 2009.

The 'CC' rating reflects S&P's expectation that the company may be
unable to meet its near-term obligations, including the maturity
of its outstanding senior unsecured notes, and that Caraustar is
at imminent risk of default through a recapitalization or a
bankruptcy filing.

The company's financial risk has continued to increase because of
weak earnings associated with the recessionary environment, high
debt burden, and ongoing difficult credit markets.

The negative outlook reflects S&P's concerns on Caraustar's
ability to meet its fixed obligations, including the upcoming
maturity of its senior unsecured notes.  As a result, in S&P's
view, the company's ability to continue as a going concern is in
question and a restructuring of its balance sheet is likely.


CC MEDIA: S&P Puts 'B-' Corporate Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for San Antonio, Texas-based CC Media Holdings Inc.
(which S&P analyzes on a consolidated basis with operating
subsidiary Clear Channel Communications Inc.), along with all of
its issue-level ratings for the company, on CreditWatch with
negative implications.

The CreditWatch listing is a result of weak preliminary first-
quarter results, which increases S&P's concern over a potential
financial covenant violation in late 2009.  As of March 31, 2009,
based on preliminary results, S&P estimates that secured net
leverage per Clear Channel's credit agreement was roughly 7.1x
(including S&P's assumptions regarding add-backs to EBITDA,
consisting of $100 million of expected cost savings, restructuring
expenses of $129.5 million, and various other add-backs for cash
received from nonconsolidated affiliates, non-cash items, and
other nonrecurring gains or losses).  This compares to a 9.5x
covenant, which doesn't step down until 2013.

Although S&P believes the company currently has about a 35%
compliance cushion against EBITDA declines based on S&P's
estimates, S&P believes that second-quarter results could be
similar to the first quarter.  Unless trends meaningfully improve
in the second half of 2009, S&P believes that the company could
violate covenants in the fourth quarter.  Under S&P's scenario in
which the company breaches its covenants, S&P assumes that Clear
Channel repays its $500 million of 4.25% unsecured notes at par
with secured borrowings under the delayed-draw term loan.  In
addition, S&P has modeled moderate cash declines from current
levels due to discretionary cash flow deficits.  Both of these
factors would negatively affect covenant compliance headroom.

Based on preliminary results, revenue declined 22.7% in the first
quarter ended March 31, 2009.  S&P estimates that EBITDA declined
56% including restructuring charges and was down about 47%
excluding restructuring charges.  The results are slightly worse
than S&P's expectations, which S&P believes reflects a further
deterioration in performance at the outdoor segment.

S&P estimates that balance sheet debt to reported EBITDA
(including restructuring costs) was at about 14x as of March 31,
2009 (very high, in S&P's view), up from 11.4x at 2008 year-end.
S&P's calculation of lease-adjusted total debt (capitalizing both
operating leases and minimum franchise payments associated with
outdoor operations, and including third-party debt, guaranteed
letters of credit, and acquisition-related earn-out payments) to
EBITDA was even higher, at 14.2x.  For 2008, the conversion of
EBITDA to discretionary cash flow was still good, in S&P's view,
at 41%, as the company had less than half a year of increased
interest expense following the July 2008 leveraged buyout.  For
2009, S&P believes that discretionary cash flow could turn
negative, dipping into cash balances.

In resolving the CreditWatch listing, S&P will review first-
quarter results and meet with management to discuss operating
trends and its financial strategy.


CHARTER COMMUNICATIONS: Bank Debt Sells at 16% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
84.03 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.65
percentage points from the previous week, the Journal relates.
The loan matures March 16, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries S&P's Default rating.  Moody's has withdrawn its rating on
the bank debt.

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

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

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

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

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


CHEMTURA CORP: $400 Mil. DIP Loan Okayed Following Creditors' Deal
------------------------------------------------------------------
Chemtura Corp. said that the U.S. Bankruptcy Court for the
Southern District of New York granted final approval of its $400
million debtor-in-possession credit facility arranged by Citibank,
N.A., as administrative agent.

According to Bloomberg's Bill Rochelle, the official committee of
unsecured creditors for Chemtura reached a compromise with secured
lenders, allowing the bankruptcy judge to sign an order yesterday
giving final approval for $400 million in financing to underpin
the Chapter 11 effort begun in mid-March.  The financing consists
of a $250 million term loan, a $63.5 million revolving credit and
$86.5 million of pre-bankruptcy debt converted into a post-
bankruptcy secured loan.

The Committee previously said it was prepared to file a lawsuit
knocking out the security interest the lenders were given within
90 days before bankruptcy, resulting to a "preference" that is
voidable.  According to Bloomberg, the Committee also argued that
the lenders are unsecured by almost $133 million -- the shortfall
resulting from the loan agreement, which prohibits the lenders
from having secured debt larger than 10% of tangible net assets.
Were the secured debt larger, other creditors would have been
entitled to have their claims secured by the same collateral on an
equal basis, the report relates.

The Company received interim approval from the Court to access
$190 million under the DIP financing facility on March 20.

"We are pleased to have received final Court approval of our DIP
credit facility and the important amendment to the facility," said
Craig A. Rogerson, Chemtura's Chairman, President and Chief
Executive Officer.  "We believe that the final DIP approval
provides the Company with the financial flexibility necessary to
continue running our operations as normal through the remainder of
the restructuring process.  I would like to thank all our DIP
lenders, led by Citibank, and the members of the Unsecured
Creditors' Committee for their focus on the needs of Chemtura and
their continued support throughout this process.  Importantly, I
believe the Court's final approval of our DIP facility, which
gives Chemtura full access to those funds, will reinforce the
confidence that our customers and suppliers have shown in our
company in recent weeks, helping us to maintain and build on these
important relationships."

Mr. Rogerson concluded, "I would like to thank all of our
employees for their hard work and support, and our suppliers and
customers for their loyalty during this process.  We look forward
to emerging from our restructuring as a strong, viable, and
profitable competitor in the specialty chemicals marketplace."

                         Liquidity Crisis

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

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

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

The salient terms of the Proposed DIP Facility are:

Borrower:         Chemtura Corporation

Guarantors:       All Debtors

DIP Agent:        Citibank, N.A.

Sole Lead
Arranger:         Citigroup Global Markets Inc.

Lenders:          Citibank and other lenders party

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

Term:             The earlier of:

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

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

                    -- refinance the Existing Receivables
                       Facility, and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Carve Out:         Refers to:

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

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

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

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

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

                       About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: Files Motion to Sell Operating Assets
---------------------------------------------------
Chrysler LLC and its 24 debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve the sale of
substantially all of their assets to New CarCo Acquisition LLC, a
Delaware limited liability company formed by Fiat S.p.A., subject
to higher and better bids.

The assets include intellectual property rights, facilities,
executory contracts and leases, and those related to the research,
design, manufacturing, production, assembly and distribution of
vehicles under brand names that include Chrysler, Jeep(R) and
Dodge.

The sale of the assets is part of the Master Transaction Agreement
that Chrysler executed with Fiat and New CarCo on
April 30, 2009.

Under the deal, Chrysler is required to transfer substantially all
of its operating assets to New CarCo in exchange for $2 billion in
cash and New CarCo's assumption of Chrysler's liabilities.  Fiat,
on the other hand, will provide New CarCo, under a Master
Industrial Agreement, with access to vehicle platforms, technology
and distribution capabilities in key growth markets.

The Debtors also ask the Court to approve the (a) the assumption
and assignment of certain executory contracts and unexpired leases
intended to be acquired by New CarCo as part of the Fiat
Transaction, including, a UAW CBA Assignment, and (b) a UAW
Retiree Settlement Agreement.

                         UAW Matters

The Debtors intend to assign to New CarCo, and New CarCo will
assume any collective bargaining agreements entered into by and
between the Debtors and the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America with the exception of (i) the Debtors' agreement to
provide certain retiree medical benefits specified in the
Memorandum of Understanding Post-Retirement Medical Care, dated
October 12, 2007, between Chrysler and the UAW; (ii) the
Memorandum of Understanding Post-Retirement Medical Care, dated
April 29, 2009, between Chrysler and the UAW; and (iii) the 2008
Settlement Agreement.

New CarCo has agreed to assume sponsorship of Chrysler's existing
internal voluntary employees' beneficiary association trust.

New CarCo has likewise agreed to enter into the UAW Retiree
Settlement Agreement, pursuant to which it will make contributions
to a VEBA in respect of non-pension retiree benefits to eligible
current and future UAW-Represented Retirees on terms and
conditions that differ from those established by the 2008
Settlement Agreement, including, among other things, the funding
of the benefits with a combination of an equity interest in New
CarCo and the new $4.587 billion note.  Under the UAW Retiree
Settlement Agreement, certain benefit reductions will take effect
July 1, 2009, assuming consummation of the Sale Transaction.

Chrysler must also regularly update Fiat on all labor
negotiations.

Other terms under the Fiat Deal include:

  * New CarCo will issue (i) a note for $4.571 billion and
    55% of its total Membership Interests on a diluted basis to
    a new VEBA, (ii) 8% of its total Membership Interests on a
    diluted basis to the U.S. Treasury, and (iii) 2% of the
    total Membership Interests on a diluted basis to the
    Canadian government.

  * Fiat will hold 20% of the Membership Interests in New CarCo,
    which will automatically increase to 35% upon its
    achievement of certain milestones that are specified in the
    Purchaser Amended and Restated Limited Liability Company
    Agreement.

  * Fiat will have the right to acquire an additional 16% of New
    CarCo's total Membership Interests, and pursuant to a
    separate call option agreement, an option to buy 40% of New
    CarCo's Membership Interests held by the VEBA.

  * The U.S. Treasury and the Canadian government will provide
    debt financing to New CarCo.

"[T]he proposed combination with Fiat is the only transaction that
has emerged that affords the Debtors any opportunity to preserve
the going concern value of their assets," proposed counsel for the
Debtors, Corinne Ball, Esq., at Jones Day, in New York, asserts.
"There are no other alternatives," she relates.

               Closing Date and Conditions

According to Ms. Ball, New CarCo and the Debtors' obligations to
consummate the Fiat Transaction are subject to certain closing
conditions including (i) entry of the order by the Bankruptcy
Court approving the Fiat Transaction, (ii) execution of the U.S.
Treasury and Canadian government loan Documents contemplated in
connection with the Fiat Transaction and the funding of the loans
on the Closing Date, and (iii) the New UAW Retiree Settlement
Agreement is executed and delivered, in full force and effect and
approved by the Bankruptcy Court as part of the Sale Order.

The Purchase Agreement automatically terminates:

  1. If the Closing does not occur by June 15, 2009, subject to
     a 30-day extension for the failure to obtain requisite
     anti-trust approvals;

  2. Upon the consummation of a Competing Transaction;

  3. If the Debtors enter into an agreement for the sale of the
     Purchased Assets with a Successful Bidder or the Bankruptcy
     Court approves a Competing Transaction;

  4. If the Bidding Procedures Order is not approved and entered
     by the Bankruptcy Court on or prior to May 15, 2009;

  5. If the Sale Order is not entered by June 15, 2009;

  6. At 11:59 p.m. on the third business day, after the Debtors
     file any notice of designation of a Lead Bid or Secondary
     Bid with the Bankruptcy Court, unless either of these has
     occurred prior to the end of the period:

     (a) the Debtors will have filed a notice with the
         Bankruptcy Court prior to such time stating that the
         they have rejected any and all Lead Bids or Secondary
         Bids; or

     (b) the condition in Section 8.02(q) of the Purchase
         Agreement has been fulfilled.

Until the U.S. Treasury loans are paid in full, the Debtors and
the New CarCo must comply with the requirements of the Troubled
Asset Relief Program and applicable law.

A full-text copy of the Purchase Agreement with Fiat is available
for free at http://bankrupt.com/misc/ChryslerPurchaseAgreement.pdf

                       Bidding Procedures

The Debtors propose these bidding procedures:

  (1) Bidders must execute a confidentiality agreement and a
      statement demonstrating a bona fide interest in purchasing
      the assets no later than May 11, 2009.

  (2) Written and electronic copies of bids must be submitted
      not later than May 15, 2009.

  (3) The Debtors will provide any potential bidder access or
      additional information upon request of the potential
      bidder.  All additional requests should be directed to:

      Robert Manzo
      Park 80 West, Plaza 1, Plaza Level,
      Saddle Brook, New Jersey, 07663,
      (201) 587-7100.

  (4) A qualified bidder must deliver to the Debtors a written
     offer, stating that:

      * it offers to purchase the assets, or a substantial
        portion it, at the purchase price and upon the terms and
        conditions set forth in an executed agreement.

      * the bid is not subject to any due diligence or
        financing contingency, is not conditioned on bid
        protections, other than those contemplated in the
        proposed bidding procedures for subsequent overbids
        and is irrevocable until one business day following
        the closing of the sale transaction with the
        successful bidder.

      * the bid provides that the bidder (i) agrees to the
        assumption by the Debtors and its assignment of any
        collective bargaining agreements entered into by and
        between the Debtors and the UAW, and (ii) will enter
        into the UAW Retiree Settlement Agreement.

      * The purchase price should be at least $100 million more
        than the $2 billion cash consideration provided by the
        New CarCo, plus the amount of the break-up fee.

      * The bid provides for both wholesale standard rate and
        subvention and incentive financing programs to the
        Debtors' dealers, and retail financing to the Debtors'
        fleet and retail customers when certain financing
        thresholds and targets are met (i) substantially in the
        form of that certain Master Autofinance Agreement dated
        August 3, 2007, by and between Chrysler and Chrysler
        Financial Services Americas LLC and (ii) on terms that
        are deemed by the Debtors to be comparable with the
        terms stated in the MAFA Term Sheet, between Chrysler
        and GMAC LLC, dated April 30, 2009.

      * The bid is received by the deadline.

      * The bid does not entitle a bidder to any break-up fee,
        termination fee or similar type of payment or
        reimbursement.

      * The bid is accompanied by a list of any executory
        contracts or unexpired leases that are to be assumed or
        assigned under the bid and demonstrate the qualified
        bidder's commitment to pay all cure costs and provide
        adequate assurance of future performance under any
        executory contracts or unexpired leases to be assumed or
        assigned pursuant to the bid.

A potential bidder is required to accompany its bid with (i)
written evidence of available cash, a commitment for financing or
ability to obtain a satisfactory commitment if selected as the
successful or the backup bidder, and other evidence of ability to
consummate the sale transaction; (ii) a copy of a board
resolution or similar document demonstrating the authority of the
potential bidder to make a binding and irrevocable bid on the
terms proposed; and (iii) any pertinent factual information
regarding the potential bidder's operations that would assist the
Debtors in their analysis of issues arising with respect to any
antitrust laws or other aspects of the bid.

A potential bidder is also required to transfer to a deposit agent
selected by the Debtors, a cash deposit equal to 10% of the
purchase price.  The deposit must be made by certified check or
wire transfer and will be held by the deposit agent in accordance
with the terms of the escrow agreement to be provided with the
Master Transaction Agreement.

                          Auction

After completing any bid negotiation process, the Debtors will
designate the highest and best of the qualified bids received.
That offer will be designated as the "lead bid."  The Debtors also
will identify the second best offer.  If no additional qualified
bids are received by May 15, 2009, then no lead or
secondary bid will be designated, and New CarCo's qualified bid
will be designated as the successful bid.

If any additional qualified bids are received by May 15, 2009, the
Debtors will identify the lead bid and the lead bidder, and the
secondary bid and the secondary bidder, at the outset of the sale
hearing on May 21, 2009.

The Debtors will offer other qualified bidders to state on the
record whether they wish to enhance their bids to top the lead
Bid.  If any other qualified bidder, including the secondary
bidder, expresses an interest to top the lead bid, the Debtors
will conduct a court-supervised auction.

                       Break-up Fee

The successful bid will be presented to the Bankruptcy Court for
approval at the sale hearing.  If no other qualified bid is
received by the Debtors and New CarCo's original Master
Transaction Agreement is the successful bid, the Debtors will ask
the Court at the sale hearing, to authorize and approve the sale
of the assets to New CarCo.

The Debtors seek the Court's approval to pay Fiat a $35 million
break-up fee in case New CarCo does not top the bidding for the
assets.

"Fiat appropriately is the recipient of the proposed break-up
because it has pursued and funded all aspects of the transaction
on behalf of [New CarCo] and has itself agreed to substantial
commitments for the use of its technology, platforms and
distribution network in support of the transaction and the
alliance," says Ms. Ball.

A full-text copy of the bidding procedures is available for free
at http://bankrupt.com/misc/Chrysler_BiddingProcedures.pdf

As part of the sale of the assets, the Debtors also ask the Court
to approve procedures governing the assumption and assignment of
contracts.  The Debtors' decision to assume and assign the
designated agreements is subject to Court approval and
consummation of their transaction with Fiat and New CarCo.

The Debtors propose that the sale hearing be held on May 21, 2009,
at 10:00 a.m. (Eastern Time).

The Debtors propose that the deadline for objecting to approval of
the Fiat Transaction -- other than an objection to the proposed
assumption and assignment of the Designated Agreements or to any
proposed Cure Costs -- including the sale of the Purchased Assets
free and clear of Claims pursuant to Section 363 of the Bankruptcy
Code and approval of the UAW Retiree Settlement Agreement, will
be:

  * May 11, 2009, for the Senior Secured Lenders and the UAW;

  * May 15, 2009, for all other parties-in-interest except the
    Creditors' Committee; and

  * May 19, 2009, for the Creditors' Committee.

If a determination is made at the Sale Hearing that the Successful
Bidder is a bidder other than New CarCo, parties-in-interest may
object solely to the determination at the Sale Hearing.

Within two business days after entry of the Bidding Procedures
Order, the Debtors will serve a sale notice by first-class mail,
postage prepaid to parties-in-interest; and (i) cause a
publication notice to be published one time in the national
edition of USA Today, The Wall Street Journal and The New York
Times, as well as the U.S., European and Asian editions of
Automotive News and The Financial Times.  The Debtors will also
cause the Publication Notice to be published on the Web site of
the Debtors' claims and noticing agent, Epiq Bankruptcy Solutions,
LLC, at http://www.chryslerrestructuring.com

             Chrysler Non-TARP Lenders Object

The Court had set May 4, 2009, 10:00 a.m., ET, as the hearing date
to consider approval of the Bidding Procedures.

However, "Chrysler Non-TARP Lenders" complained that the hearing
on the sales procedures should be continued for at least two
business days to permit the parties-in-interest to properly
evaluate the bidding procedures and formulate their responses, if
any.

The Chrysler Non-TARP Lenders, led by Oppenheimer Funds and
Stairway Capital, are holders of first priority secured claims
which arise out of nearly $7 billion of loans taken out by
Chrysler when it was repurchased from the German automaker Daimler
in 2007.  The loans were secured by first priority liens on
substantially all of Chrysler's U.S. assets, including its plants,
equipment, inventory and bank accounts.

As widely reported, President Barack Obama called the Chrysler
Non-TARP Lenders "speculators" in public criticism for refusing to
join Chrysler's biggest banks in the government-brokered deal to
wipe out Chrysler's $6.9 billion debt and move forward with the
Fiat alliance.

Gerard H. Uzzi, Esq., at White & Case LLP, New York, pointed out
that the Debtors filed the Sale Motion on Sunday, May 3, 2009, at
approximately 7:30 p.m., EDT.  The Sale Motion and the
accompanying exhibits and memorandum of law consist of close to
290 pages and seek approval of detailed sales procedures on a
little more than 15 hours notice.  "This does not and cannot
comply with the basic requirements of due process," Mr. Uzzi
contends.

In addition, Mr. Uzzi asserts that the Sale Motion should be
denied because the sale proposed by the Debtors constitutes an
impermissible sub rosa plan of reorganization that strips the
Chrysler Senior Lenders of the protections of Section 1129(a) of
the Bankruptcy Code, and improperly attempts to extinguish their
property rights without their consent.  Furthermore, the sale does
not comply with Section 363(f) of the Bankruptcy Code and was not
proposed in good faith.

"Indeed, the sale is far from an arm's-length transaction, but
rather, is the result of a tainted sales process dominated by the
United States government," Mr. Uzzi maintains.  "Under these
circumstances, the Sale Motion should be denied," he says.

Accordingly, Judge Arthur Gonzalez postponed consideration of the
request until 2:30 p.m., today, according to reports.

Bradley Robins, a managing director of Greenhill & co., LLC,
financial advisor to Chrysler LLC, has filed with the Court a
declaration in support of the sale and transfer of the Debtors'
assets to New CarCo.  Mr. Robins pointed out that subject to
various limitations and assumptions, the consideration to be
received by Chrysler pursuant to the Master Transaction Agreement
was fair, from a financial point of view.

                          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.

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: Proposes GMAC Auto Financing Agreement
----------------------------------------------------
Chrysler LLC and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to (i)
enter into a Master Autofinance Agreement Term Sheet between
Chrysler LLC and GMAC LLC, dated as of April 30, 2009, and all
other documents, agreements or instruments in connection with or
related to the MAFA Term Sheet, including one or more repurchase
agreements with terms and conditions set forth in the MAFA Term
Sheet and other related transactions, and (ii) obtain unsecured
credit pursuant to the terms of the GMAC MAFA Documents.

The Debtors also ask the Court to allow them to file under seal
the MAFA Term Sheet it contains sensitive and confidential
information that should be kept confidential.

Public release of the information would compromise GMAC's and the
Debtors' competitive positions by allowing their competitors a
critical glimpse into GMAC's and the Debtors' financial inner
workings and business practices, argues Corinne Ball, Esq., at
Jones Day, in New York, proposed counsel to the Debtors.

Ms. Ball asserts that, if approved, the request would allow the
Debtors to:

  (a) provide their dealers with certain financing and services,
      including:

      * new and used vehicle inventory financing;
      * capital loans;
      * equipment loans;
      * real estate loans;
      * dealer insurance products and services
      * remarketing services; and
      * electronic cash and drafting settlement systems;

  (b) provide certain retail financing to the Debtors' fleet and
      retail customers, including:

      * consumer retail financing;
      * commercial retail financing; and
      * commercial fleet financing; and

  (c) obtain unsecured credit from GMAC and to perform other and
      further acts as may be contemplated by, or required in
      connection with, the GMAC MAFA Documents.

                         The MAFA

Prior to the Petition Date, Dealers and Customers were provided
with wholesale and retail financing from Chrysler Financial
Services Americas LLC, which has its own independent board and
management, separate from Chyrsler LLC.  On August 3, 2007,
Chrysler and Chrysler Financial entered into the Master
Autofinance Agreement, which required Chrysler to use Chrysler
Financial for both wholesale standard rate and subvention and
incentive financing programs for Chrysler's Dealers in addition to
retail financing for Customers when certain financing thresholds
and targets were met.

Under the Prepetition MAFA and related agreements, Chrysler
Financial provided financing to Dealers and Customers subject to
an obligation on the part of Chrysler to repurchase inventory from
Chrysler Financial or Chrysler's Dealers under certain
circumstances.  As of the start of the fourth quarter of 2008,
approximately 62% of Chrysler's Dealers relied on Chrysler
Financial to finance their businesses, and approximately 50% of
all Customers financed their vehicle purchases through Chrysler
Financial.

Beginning in October 2008, the level of financing provided by
Chrysler Financial to Chrysler's Dealers and Customers through the
Prepetition MAFA plummeted to the point where, at times, almost no
funding was available.

In November 2008, Chrysler undertook an organized effort to obtain
alternative financing for both its Dealers and Customers.
Programs were established with JPMorgan Chase and US Bank that
provided some increased level of financing but Chrysler's ability
to provide floor plan and retail financing continued to be
inadequate and car sales suffered.  On May 1, 2009, Chrysler
Financial announced that it would no longer provide wholesale or
retail financing to Chrysler's Dealers or Customers.

Thus, the need to obtain alternative financing to supplant the
financing previously provided by the Prepetition MAFA is immediate
and crucial, Ms. Ball contends.  She adds that entry into the GMAC
MAFA is necessary to ensure the requisite postpetition financing
is available to their Dealers and Customers.  She notes that the
largest source of revenue for the Debtors comes from direct
purchases of automobiles by the Dealers.

Dealer Financing provides the Dealers with the necessary financing
to purchase automobiles from the Debtors, and the Dealers provide
the Debtors with the only channel to sell automobiles to
Customers, Ms. Ball relates.  She asserts that the Dealers rely
almost exclusively on readily accessible and commercially
affordable financing to stock their inventory floorplans, purchase
necessary parts, provide incidental services to their customers,
finance incentive and subvention programs, make payroll
disbursements and otherwise operate their businesses in the
ordinary course.  Therefore, she says, Dealer Financing provides
the Dealers with the necessary capital to operate their
businesses.

Similarly, Ms. Ball explains, Retail Financing provides Customers
with the necessary financing to purchase automobiles directly from
Dealers.  Ultimately, consumer purchases drive the business model
of the Dealers, and manufacturers and suppliers.  Without adequate
retail credit lines, the business model grinds to a halt
essentially shutting down Dealers and manufacturers alike.

"The GMAC MAFA will fill the capital void created by the
termination of the Prepetition MAFA at a time when alternative
sources of credit are severely curtailed or, in some cases,
nonexistent," Ms. Ball contends.  "Both Dealer Financing and
Retail Financing serve as a reliable, affordable and necessary
source of capital to be used by Dealers and Customers when
purchasing the Debtors' automobiles and related products," she
continues.

The Debtors submit that GMAC is the best available source of
financing for Dealers and Customers on a going-forward basis.
GMAC's global automotive finance business offers a wide range of
financial services and products to retail automotive consumers,
automotive dealerships, and other commercial businesses, and
provides automotive financing primarily to franchised General
Motors Corporation's dealers and customers.  In consultation with
the U.S. Treasury, the Debtors have considered various alternative
sources of Dealer and Customer financing and have concluded that
the GMAC MAFA represents the best financing alternative available
in the market.

The GMAC MAFA is the result of extensive negotiations among the
Debtors, the U.S. Treasury and GMAC, and is an essential component
of the Debtors' reorganization.  The U.S. Treasury has publicly
stated that "[t]he 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."  In addition, "Chrysler Financial has agreed to uphold
and cooperate in the transition of its current agreements with
dealers to GMAC."

                        Salient Terms

Under the GMAC MAFA, the Debtors' wholesale, retail and other
related product financing will be provided in large part by GMAC
for an initial four-year term.  Currently, GMAC does not offer
lease financing other than standard rate products; however, if
GMAC provides other lease financing products in the future, the
Debtors' dealer network will have access to those products,
subject to the terms and conditions described in the MAFA Term
Sheet.  GMAC's financial services will be for all brands
distributed through the Debtors' dealer network in the United
States, Canada and Mexico with additional international markets
being added if the parties agree to do so at a later date.

GMAC will use commercially reasonable efforts (i) to offer
standard retail financing and to put in place new interim dealer
funding for new and used inventory as soon as reasonably
practicable with a target completion date of May 15, 2009, and
(ii) to offer subvented retail financing as soon as reasonably
practicable with a target completion date of June 1, 2009.

Initially, with respect to wholesale financing, most Dealers
currently financed by Chrysler Financial will be covered under the
GMAC MAFA, Ms. Ball tells the Court.  However, if the Debtors'
request is approved, GMAC will conduct Dealer credit assessments
over the next 180 days to determine which Dealers are eligible for
a longer-term credit line with GMAC.  Decisions will be made on a
rolling basis during the 180-day review period.  GMAC will provide
sufficient advance notice to Dealers that do not pass GMAC's
credit assessment so that those Dealers can seek alternative
sources of wholesale financing, she informs Judge Gonzalez.

After May 16, 2009, GMAC is entitled to terminate the GMAC MAFA
and the transactions contemplated in the agreement without
liability if on or prior to that date:

  -- the Court will not have entered one or more orders
     reasonably acceptable to GMAC (i) approving the GMAC MAFA,
     Repurchase Agreements and related transactions, and (ii)
     requiring that in connection with any sale, disposition or
     other transfer, whether by merger, consolidation,
     reorganization or otherwise, of all or substantially all of
     the assets of Chrysler and its subsidiaries in the
     bankruptcy cases, the transferee of the assets will assume
     all of the obligations of Chrysler under the GMAC MAFA,
     Repurchase Agreements and related transactions in
     accordance with documentation reasonably acceptable to
     GMAC; or

  -- GMAC will not have obtained regulatory approvals as
     previously discussed between the U.S. Treasury and GMAC
     required to permit GMAC to perform its obligations under
     the Agreement; or

  -- the U.S. Treasury will not have (i) provided GMAC with an
     amount and form of equity capital consistent with prior
     discussions between the U.S. Treasury and GMAC, and (ii)
     entered into a binding agreement with GMAC providing for
     loss sharing by the U.S. government of certain losses
     incurred by GMAC, GMAC Bank or any other GMAC subsidiary in
     connection with the Agreement in an amount and on terms
     previously discussed with and mutually agreed by the U.S.
     Treasury and GMAC.

                          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.

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: Chrysler Financial Remains Focused On Business
------------------------------------------------------------
In response to Chrysler LLC's April 30, 2009 decision to file for
protection under Chapter 11 of the U.S. Bankruptcy Act, Chrysler
Financial emphasized that it continues in business as an
independent and separate legal entity from the automobile
manufacturer, and remains focused on running its business
operations.

Chrysler Financial will continue to provide standard rate
financing for retail consumers and to service its existing
portfolio.  However, as a result of Chrysler LLC's bankruptcy
filing, Chrysler Financial is now required to temporarily
suspend dealer wholesale financing in the United States and
Canada, effective immediately, as it works to implement
new procedures with its lenders.  Also, the Company will suspend
participation in Chrysler LLC's subvented A.P.R. programs while
assessing the situation.

"In support of the decision made by President Obama and the
Automotive Taskforce to move forward with the Chrysler
Financial and GMAC transition, the Company is committed to working
with our lenders, employees, dealers and customers to manage
through the results of this decision," stated Tom F. Gilman,
Chairman and CEO - Chrysler Financial.

Chrysler Financial customers should expect no disruption to
the servicing of their account as a result of these
announcements.

Chrysler Financial offers automotive financial products and
services to both dealers and consumers of Chrysler, Jeep(R)
and Dodge vehicles in the U.S., Canada, Mexico and Venezuela.  In
addition, it offers vehicle wholesale and retail financing to more
than 3,600 Chrysler, Jeep and Dodge dealers.  Currently, nearly
three million drivers in the United States enjoy the benefits of
financing with Chrysler Financial.  Chrysler Financial has an
employee base of 3,400 and supports a global portfolio of nearly
$50 billion.  For more information, visit
http://corp.chryslerfinancial.com

                          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.

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: First Lien Lenders Disagree on Fiat Deal
------------------------------------------------------
A group of first-lien creditors of Chrysler LLC calling themselves
the non-TARP lenders said the spinoff of Chrysler's automaking
operations to Italy's Fiat SpA is "patently illegal," is an
"impermissible sub rosa plan of reorganization" and "improperly
transfers value from senior creditors to junior creditors,"
Bloomberg's Bill Rochelle said.

Majority of the first-lien creditors, however, support the idea of
selling Chrysler's main businesses to a new company to be owned
20% by Fiat.  As part of the transaction, first lien lenders will
receive $2 billion for their secured claims against the assets
being sold.  The majority also agreed that Chrysler may use cash
representing part of the collateral for their claims.

First lien lenders are owed an aggregate $6.9 billion.  A lawyer
for the secured creditors, according to Bloomberg, said 62% of the
lenders holding 90% of the $6.9 billion loan don't oppose
Chrysler's actions.

Bill Rochelle relates that the non-TARP lenders -- which have not
participated in the Troubled Assets Relief Program -- argue that
the proposed sale was "foisted" on Chrysler by the U.S. Treasury
Department at a time when the automaker had "ceased to function as
an independent company."

The non-TARP lenders, which constitute the minority, assert that
paying billions to unsecured creditors violates the rules of
priority in bankruptcy because they are to receive only $2
billion, which they say is the "rough equivalent" of what they
would realize in liquidation, Mr. Rochelle said.  Section
1129(b)(2) of the Bankruptcy Code, known as the "absolute priority
rule", provides that a plan under Chapter 11 is "fair and
equitable" with respect to a dissenting impaired class of
unsecured claims if the creditors in the class receive or retain
property of a value equal to the allowed amount of their claims
or, failing that, no creditor of lesser priority, or shareholder,
receives any distribution under the plan.

The non-TARP lenders said improper payments to junior creditors
include $5.3 billion going to trade suppliers, $4.5 billion for
warranty claims and employee wages, $9.8 billion for workers'
benefits, and $5 billion toward under-funded pensions.

The non-TARP lenders also contend Chrysler's proposals violate
their constitutional rights.  They point to a 1935 decision from
the U.S. Supreme Court as standing for the proposition that a
law violating secured creditors' rights isn't saved by carrying
out a "sound public purpose." Quoting the decision from the
Great Depression, they argue that their collateral cannot be
"taken even for a wholly public use without just compensation."

The Chrysler Non-TARP Lenders, led by Oppenheimer Funds and
Stairway Capital, are holders of first priority secured claims
which arise out of nearly $7 billion of loans taken out by
Chrysler when it was repurchased from the German automaker Daimler
in 2007.  The loans were secured by first priority liens on
substantially all of Chrysler's U.S. assets, including its plants,
equipment, inventory and bank accounts.

As widely reported, President Barack Obama called the Chrysler
Non-TARP Lenders "speculators" in public criticism for refusing to
join Chrysler's biggest banks in the government-brokered deal to
wipe out Chrysler's $6.9 billion debt and move forward with the
Fiat alliance.

                          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.

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.  Under the
deal, Fiat initially would have 20% of the stock of "new" Chrysler
when the sale is completed, but could further raise the stake to
35% and eventually to 51%.

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 Approves $4.5BB DIP Financing on Interim Basis
------------------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York granted interim approval to Chrysler
LLC's proposed debtor-in-possession financing of up to $4.5
billion from the U.S. government.

Judge Gonzalez, according to Mr. Rochelle, also authorized
Chrysler to pay pre-bankruptcy debt to direct and indirect
suppliers.  A Chrysler witness told the Court that some suppliers
would go out of business if payments are not allowed.

Prior to the hearing, Chrysler filed in Court amended exhibits to
their request to obtain DIP Financing to disclose, among other
things, that they seek interim financing of $1,400,000,000,
instead of $1,800,000,000.

Full-text copies of the Exhibits are available for free at:

http://bankrupt.com/misc/Chrysler_2ndSuperpriorityDIPPact.pdf
http://bankrupt.com/misc/Chrysler_Blackline2ndSuperpriorityDIPPact
.pdf
http://bankrupt.com/misc/Chrysler_BlacklineDIPInterimORD.pdf
http://bankrupt.com/misc/Chrysler_DIPInterimORD.pdf

      Chrysler Non-TARP Lenders Oppose DIP Financing

The proposed transactions under the proposed DIP Financing
constitute an impermissible sub rosa plan that improperly
overrides the contractual rights of the Chrysler Non-
TARP Lenders and reverses the priority scheme set forth in the
Bankruptcy Code, asserts Gerard H. Uzzi, Esq., at White & Case
LLP, New York.

According to the Debtors, Mr. Uzzi recounts, the only payment that
is relevant is the $2 billion to be paid to the first lien
lenders.  This amount, the Debtors say, represents the rough
equivalent of what the first lien lenders would likely receive in
a liquidation of the business -- which is what the Debtors contend
would happen absent the new financing promised by the United
States government, he notes.

"If the Court can suspend its disbelief sufficiently to accept the
Debtors' argument, the transaction is still fatally flawed," Mr.
Uzzi asserts.  "First, the Chrysler Non-TARP Lenders believe that
the liquidation value of Chrysler is substantially higher than $2
billion.  Second, the financing is in fact being provided
and apparently drives an enterprise value of $27 billion.  The
fact that the postpetition lender, the United States Department of
the Treasury, wishes to allocate that value among junior interests
that it views from a political or policy perspective as more
important than the contractually senior first lien debt is an
insufficient basis for such a result.  It is incomprehensible that
billions in cash should be borrowed and then paid out in
satisfaction of obligations necessary to preserve going concern
value, but that the recovery to the estates and their first lien
lenders is nevertheless limited to an amount that the Debtors
claim is roughly equivalent to liquidation value -- if going
concern value is preserved, the upside is to be paid first
to the senior-most creditors."

As such, he says, the DIP Financing, which is admittedly only a
stepping stone to achieving the ultimate objective of allocating
and distributing the upside of going concern value to junior
interests, should not be approved on an interim or final basis.
Only if the Treasury Department is prepared to acknowledge and
respect the priority of claims contemplated by the Bankruptcy Code
or agree that the distribution of the purportedly preserved going
concern value of the Debtors can only occur with the
stakeholder protection of the chapter 11 plan process should any
of these transactions be permitted to proceed, he maintains.

                          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.

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: Personal Injury Claimants Want Official Committee
---------------------------------------------------------------
A group of personal injury claimants against Chrysler LLC wants an
official committee that would represent its interests.

The group, which calls itself the ad hoc committee of consumer-
victims of Chrysler, says it has more than 150 members who each
have tort claims involving personal injuries against Chrysler and
their claims total $650 million.

Benjamin P. Deutsch, Esq., at Schnader Harrison Segal & Lewis LLP,
which represents the group, says the formation of an additional
committee separate and apart from the creditors committee that
will be appointed by the U.S. Trustee is essential to the adequate
representation of the tort claimants.  The tort claimants say they
have interests distinct from unsecured trade or financial
creditors.  Among other things, tort claimants will have special
concerns regarding the circumstances under which the relief from
the stay will be granted to permit the liquidation of the PI
claims in the forum where they are pending.

                          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.

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: Interim List of Firms to Be Hired in Ordinary Course
------------------------------------------------------------------
Chrysler LLC has submitted to the U.S. Bankruptcy Court for the
Southern District of New York a temporary list of professionals it
will retain in the ordinary course of business.

The list was formed based on a review of the professionals that
they have employed regularly on an historic basis.  The list,
which includes attorneys, accountants and financial consultants,
is available at no charge at:

       http://bankrupt.com/misc/Chrysler_OPCList043009.pdf

Chrysler, however, noted that it may remove or add certain firms
from the list as it has not identified which parties will provide
services postpetition since its  manufacturing operations will be
idled pending the anticipated sale to Italy's Fiat S.p.A.

Unlike Jones Day and other firms employed by Chrysler to assist it
with the administration of its Chapter 11 cases, the OCPs are not
retained under Section 327 of the Bankruptcy Code and are not
subject to separate fee applications.

However, should any of the OCPs have monthly fees of more than
$60,000 or total fees of more than $1 million during the pendency
of the cases, the fees will be subject to a further review and
approval 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.

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 Employ Togut as Conflicts Counsel
--------------------------------------------------------
Chrysler LLC and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Togut, Segal & Segal LLP, as their conflicts counsel in their
Chapter 11 cases.

Holly E. Leese, Chrysler LLC's senior vice president, general
counsel and secretary explains that the Debtors want to employ
Togut Segal as their counsel in connection with their Chapter 11
cases to handle matters that they may encounter which are not
appropriately handled by Jones Day and their other professionals
because of a potential conflict of interest or, alternatively,
which can be more efficiently handled by Togut Segal.

In addition, the Debtors have selected Togut Segal as their
attorneys because of the firm's knowledge in the field of debtors'
protections and creditors' rights and complex business
reorganizations under chapter 11 of the Bankruptcy Code.

As conflicts counsel, Togut Segal will:

  (a) advise the Debtors regarding their powers and duties as
      Debtors-in-possession in the continued management and
      operation of their businesses and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including, but not limited to, objections to claims filed
      against the estates;

  (d) prepare, on the Debtors' behalf, motions, applications,
      Adversary proceedings, answers, orders, reports and papers
      necessary to the administration of the estates;

  (e) advise the Debtors in connection with any potential sale
      of assets;

  (f) appear before the Court and any appellate courts and
      protect the interests of the Debtors' estates before the
      Courts; and

  (g) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      the Chapter 11 cases.

The Debtors propose to compensate Togut Segal based on the firm's
current standard hourly rates:

     partners                    $760 to $890
     associates and counsel      $295 to $680
     paralegals and law clerks   $135 to $265

The Firm will also be reimbursed for actual, necessary expenses
incurred.

Albert Togut, Esq., the senior member at Togut Segal, discloses
that Togut Segal was retained as conflicts counsel by three of the
Debtors' material suppliers:

  * Tower Automotive Inc., whose Chapter 11 case is pending
    before Judge Allan Gropper in the U.S. Bankruptcy Court for
    the Southern District of New York.

  * Delphi Corporation, whose Chapter 11 case is pending before
    the U.S. Bankruptcy Court for the Southern District of New
    York under Judge Robert Drain.

  * Dura Corporation, whose Chapter 11 case is pending before
    the U.S. Bankruptcy Court for the District of Delaware
    before Judge Kevin J. Carey.

As of May 1, 2009, only three avoidance actions remain unresolved
in Tower's case, Mr. Togut relates.  Thus, Togut Segal's services
on behalf of Tower are substantially complete and have been wholly
unrelated to the Debtors, he says.  In addition, Togut Segal will
not represent the Debtors in any matters against Tower, and vice
versa.

Mr. Togut further notes that neither Delphi nor its lead counsel,
Skadden, Arps, Slate, Meagher & Flom LLP Skadden has ever
requested Togut Segal to perform services for any matters that
directly or indirectly pertain to the Debtors.  Togut Segal will
not represent the Debtors in any matters against Delphi.
Moreover, Togut Segal will not represent Delphi in any matters
against the Debtors.  Delphi is not a client of Jones Day, the
Debtors' primary bankruptcy counsel.  Consequently, he says, Jones
Day, and not Togut Segal, can represent the Debtors in any matter
pertaining to Delphi.  Neither Delphi nor Skadden had any
objection to the Debtors' desire to retain Togut Segal as its
conflicts counsel.

With regards Dura, none of Togut Segal's services rendered on
behalf of Dura related to the Debtors, and the services that the
Togut Firm rendered on behalf of Dura were completed in late 2008.

Mr. Togut, hence, assures the Court that his Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

                          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.

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 Hire Capstone as Financial Advisors
----------------------------------------------------------
Chrysler LLC and its affiliate seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Capstone Advisory Group, LLC as their financial advisors, under
the terms of an amended and restated engagement letter dated as of
April 27, 2009.

Prior to Chrysler's bankruptcy filing, Capstone (a) acted as sole
financial advisor to the Debtors' management in the Debtors'
prepetition restructuring efforts with various parties including
the U.S. Treasury, the UAW, the Canadian Government, the First
Lien Lenders, and Fiat; (b) analyzed the Debtors' liquidity and
projected cash flows; (c) acquainted itself with the Debtors'
businesses, operations, properties and finances; (d) assisted the
Debtors in obtaining a $4 billion emergency bridge financing under
TARP; (e) assisted the Debtors in their efforts to negotiate,
document and pursue implementation of the Fiat Transaction; and
(f) assisted the Debtors in their efforts to negotiate, document
and pursue implementation of the U.S. Treasury's Supplier
Assistance Program; (g) assisted the Debtors in their efforts to
negotiate, document and pursue implementation of the U.S.
Treasury's Customer Warranty Program; (h) assisted the Debtors in
their preparation of their business plans, viability plans and
presentations to the U.S. Treasury; and (i) assisted the Debtors
in their preparations for the commencement of their Chapter 11
cases.

As financial advisors to the Debtors, Capstone is expected to:

  (a) analyze and review the Debtors' businesses and financial
      projections, including in connection with the proposed
      Fiat Transaction;

  (b) assist the Debtors in their efforts to negotiate with
      Fiat, the UAW, the Canadian government and the U.S.
      Treasury and other parties regarding the Fiat Transaction,
      and to obtain approval of, consummate and implement the
      Fiat Transaction or similar sale transaction with a
      competing buyer;

  (c) assist the Debtors in evaluating and negotiating any
      additional third party bids received to purchase their
      assets;

  (d) assist the Debtors in providing potential third party
      bidders with financial and operational information;

  (e) advise and assist the Debtors in analyzing projections
      related to liquidity and borrowing needs;

  (f) assist and manage the development of information and
      projections required for negotiations with public or
      private lenders regarding financial support;

  (g) assist in the preparation of the Debtors' Schedules of
      Assets and Liabilities and Statement of Financial Affairs;

  (h) assist the Debtors in preparing Monthly Operating Reports;

  (i) assist the Debtors in communications with the Debtors'
      lenders, the government, the Debtors' equityholders, any
      official committees appointed in the Chapter 11 cases and
      other constituencies, and their respective professionals,
      including by preparing financial and operating information

      for parties as requested by the Debtors;

  (j) assist in the development and evaluation of various
      alternative capital structure scenarios available to the
      Debtors;

  (k) advise and assist management in negotiating and developing
      a Chapter 11 plan or plans;

  (l) analyze the range of recoveries available to creditors in
      the event of an orderly liquidation of Chrysler;

  (m) provide a report evaluating the merits of an alliance
      between Chrysler and Fiat;

  (n) assist the Debtors in evaluating claims, resolving claim
      disputes and otherwise providing support for the claims
      process;

  (o) provide testimony, as necessary, in connection with its
      retention or other relevant matters in the Debtors'
      chapter 11 cases; and

  (p) perform other services as may be requested by the Debtors
      from time to time.

The Debtors have filed an application to employ Greenhill & Co.,
Inc. as investment banker.  The Debtors said the Financial
Professionals have well-defined roles so that Capstone will not
duplicate services that Greenhill is providing to the Debtors and
vice versa.  The Debtors believe that Greenhill will rely heavily
on Capstone's analysis in their work to render the fairness
opinion.

The Debtors will pay Capstone pursuant to this fee structure:

  (a) The Debtors will pay Capstone based on hours charged at
      Capstone's standard hourly rates that are in effect when
      the services are rendered:

      Position                    Hourly Rate
      --------                    -----------
      Executive Directors         $570 - $795
      Professional Staff          $250 - $550
      Support Staff               $110 - $170

  (b) Capstone will receive a transaction fee of $8 million in
      the event of a restructuring or sale of a majority of the
      Debtors' assets.

  (c) Capstone will be paid a fee for securing new financing for
      a restructuring of the Debtors or the entity acquiring a
      majority of its assets.  The fee will be calculated at
      0.001% of the total new financing provided to the entity to
      which the assets are sold or transferred.

  (d) The Debtors will reimburse Capstone, subject to Court
      approval, for reasonable actual out-of-pocket expenditures
      in connection with the services it rendered.

Before the Petition Date, the Debtors paid Capstone total fees of
$9.7 million and reimbursed expenses totaling $606,000.  Capstone
also received a $2 million retainer.  Capstone will provide an
accounting of the application of the Retainer against unpaid
prepetition fees and expenses no later than 30 days after the
Petition Date.  Capstone has agreed to waive any unpaid
prepetition fees and expenses that are in excess of the Retainer.
As a result, the Debtors do not owe any amounts to the firm for
prepetition services.

Capstone intends for the unapplied portion of the Retainer, if
any, to constitute a general security retainer for postpetition
services and expenses until the conclusion of the Chapter 11
cases.

As part of the overall compensation payable to Capstone, the
Debtors have agreed to certain indemnification provisions set
forth in the parties' engagement letter.

In the event that Capstone's representation of the Debtors is
terminated, the Debtors will not be responsible for fees and
expenses that accrued after the termination date, other than those
fees and expenses related to any requirement to testify at any
administrative or judicial proceeding related to the Debtors'
Chapter 11 cases.  Capstone will be entitled to the entirety of
the transaction fees if the Agreement is terminated within 180
days of a successful restructuring.

Roberto Manzano, executive director of Capstone, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code and as required by
Sections 327(a) and 328(c).

A full-text copy of the Engagement Letter is available for free at
http://bankrupt.com/misc/Chrysler_CapstoneEngagementLetter.pdf

Capstone also delivered to the Court a list entities that
Capstone has represented in the past two years, or currently
represents, in matters unrelated to the Debtors' Chapter 11 cases.
A list of these entities is available for free at
http://bankrupt.com/misc/Chrysler_Capstone_Sched1.pdf

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.

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 Employ Epiq as Claims and Notice Agent
-------------------------------------------------------------
Chrysler LLC and its affiliates sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Epiq Bankruptcy Solutions, LLC as their claims and noticing
agent.  The Debtors also ask the Court to authorize them to
compensate and reimburse Epiq for its services and related
expenses in accordance with applicable provisions of a Standard
Services Agreement between Epiq and the Debtors dated as of
November 21, 2008.  A full-text copy of the Standard Services
Agreement is available for free at:

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

Pursuant to the Services Agreement, Epiq may perform various
noticing, claims and document management services and provide
assistance with functions in plan solicitation, balloting and
disbursement, if necessary, at the request of the Debtors or the
Clerk's Office.  In performing the Services, Epiq may perform
these services if requested by the Debtors:

  (a) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim and requests for notices, which
      list will be available upon request by a party or by the
      Clerk's Office;

  (b) establish and maintain a public Web site to provide
      creditors and the general public with access to case
      information and documents relating to the Debtors' Chapter
      11 cases;

  (c) maintain a call center for the Debtors;

  (d) prepare and serve required notices in the Chapter 11
      cases, including:

        (i) a notice of the commencement of the Chapter 11 cases
            and the initial meeting of creditors;

       (ii) notices related to the proposed Fiat Transaction;

      (iii) a notice of the claims bar date;

       (iv) notices of objections to claims;

        (v) notices of hearings on any disclosure statement and
            confirmation of any plan of reorganization; and

       (vi) other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for an
            orderly administration of the Chapter 11 cases.

  (e) assist with the publication of required notices, as
      necessary;

  (f) assist with the preparation and maintenance of the
      Debtors' schedules of assets and liabilities, statements
      of financial affairs, schedules of executory contracts and
      unexpired leases and other master lists and databases of
      creditors, contracts, assets and liabilities;

  (g) receive, record and maintain copies of all proofs of claim
      and proofs of interest filed in the Chapter 11 cases;

  (h) maintain official claims registers by docketing all proofs
      of claim and proofs of interest in a claims database that
      includes these information for each claim or interest
      asserted:

        (i) the name and address of the claimant or interest
            holder and its agent, if the proof of claim or proof
            of interest was filed by an agent;

       (ii) the date the proof of claim or proof of interest was
            received by Epiq or the Court;

      (iii) the claim number assigned to the proof of claim or
            proof of interest; and

       (iv) the asserted amount and classification of the claim;

  (i) implement necessary security measures to ensure the
      completeness and integrity of the claims received;

  (j) receive and record all transfers of claims;

  (k) promptly comply with further conditions and
      requirements as the Clerk's Office or the Court may
      prescribe;

  (l) assist the Debtors and their counsel with the
      administrative management, reconciliation and resolution
      of claims;

  (m) assist with the production of reports, exhibits and
      schedules of information for use by the Debtors and their
      counselor to be delivered to the Court, the Clerk's
      Office, the United States Trustee for the Southern
      District of New York or third parties;

  (n) provide other technical and document management services
      requested by the Debtors or the Clerk's Office;

  (o) assist with the production, mailing, processing and
      tabulation of ballots for purposes of plan voting, and
      reporting to the Court regarding tabulation of results;

  (p) assist with distributions;

  (q) assist the Debtors in gathering information to analyze
      avoidance actions pursuant to Chapter 5 of the Bankruptcy
      Code;

  (r) file with the Court the final version of the claims
      register immediately before the closing of the Chapter 11
      cases; and

  (s) at the close of the Cases, box and transport all original
      documents in proper format, as provided by the Clerk's
      Office, to the Federal Archives.

Epiq will be paid based on these rates:

                               Rate Range
  Title                         Per Hour     Average Rate
  -----                        ----------    ------------
  Clerk                         $36 - $54        $45.00
  Case Manager (Level 1)      $112 - $157       $128.25
  IT Programming Consultant   $126 - $171       $148.50
  Case Manager (Level 2)      $166 - $198       $182.25
  Senior Case Manager         $202 - $247       $222.75
  Senior Consultant               TBD             TBD

The Debtors have furnished Epiq with a retainer totaling $25,000
to be applied upon termination of the Services Agreement against
Epiq's final invoice.  Any unused portion of the retainer amount
will be returned to the Debtors.

The Services Agreement is terminable by the Debtors upon 10 days'
written notice and by Epiq upon 90 days' written notice.  Upon the
completion of Epiq's duties and responsibilities at the closing of
the Chapter 11 cases, Epiq will take the appropriate action to
obtain an order from the Court terminating its duties and
responsibilities in the Debtors' Chapter 11 Cases.

The Debtors do not believe that Epiq, as an administrative agent,
is a "professional" whose retention is subject to approval under
Section 327 of the Bankruptcy Code or whose compensation is
subject to approval of the Court under Sections 330 and 331 of the
Bankruptcy Code.  Nevertheless, Epiq has completed a
disinterestedness review consistent with Section 327(a).

Daniel C. McElhinney, an executive director of Epiq, assures the
Court that his firm (a) is a "disinterested person," as that term
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 11 07(b); (b) neither holds nor represents any interest
adverse to the Debtors and their estates; and (c) has no
connections to the Debtors or to their significant creditors or
certain other potential parties-in-interest in their Chapter 11
cases.

Epiq has represented to the Debtors that it will not provide
services to any entities in the Chapter 11 cases other than the
Debtors or in connection with any matters that would be adverse to
the interests of the Debtors.  Epiq has informed the Debtors that
it will conduct an ongoing review of its files to ensure that no
disqualifying circumstances arise, and if any new relevant facts
or relationships are discovered, Epig will supplement its
disclosure to 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.

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: Can Continue Intercompany Transactions on Interim
---------------------------------------------------------------
Pre-bankruptcy Chrysler LLC and its affiliates provided a number
of goods and services to, and engaged in intercompany financial
transactions with, each other in the ordinary course of business.
The Intercompany Transactions include, but are not limited to,
these transactions:

  (1) The Debtors maintain an "in-house bank" referred to as
      Notes & Advances, which is a series of accounts set up in
      the Debtors' accounting systems that contain debit and
      credit advances associated with intercompany agreements
      between borrowing parties.

  (2) Certain of the Debtors purchase essential goods and
      services from, and provide essential goods and services
      to, other Debtors and non-debtor affiliates.  For
      instance, the Debtors buy product from and sell product to
      their affiliates in Canada, Mexico, and Austria, and
      receive payment through the Debtors' netting system.  Any
      amounts owed to, or from, the Debtors after netting are
      paid directly from, or into, the Debtors' main
      concentration account.  The Debtors are typically net
      purchasers.  The transactions are reconciled and generally
      netted on a monthly basis.

  (3) Certain Debtors' non-U.S. dollar payables are paid through
      non-U.S. dollar accounts and are reconciled and recorded
      as intercompany obligations.  For instance, Chrysler
      International Corp. pays certain production expenses from
      the Non-USD Accounts for the benefit of Chrysler LLC.
      Similarly, Chrysler enters into forward foreign exchange
      transactions that result in foreign currency being
      transferred from the Non-U.S. Dollar Accounts and
      converted into U.S. dollars that are transferred into the
      Main Concentration Account.  Discrete transfers in the
      appropriate intercompany accounts are made on account of
      the receivables and payables relating to those
      transactions in accordance with the Debtors' existing
      practices.

The Debtors aver that the Intercompany Transactions reduce the
administrative costs they incur and allow for the purchase and
supply of essential goods when their businesses are operating.
Thus, continuation of the Intercompany Transactions is warranted,
the Debtors maintain.  In contrast, if the Intercompany
Transactions were to be discontinued, the Debtors note that their
existing cash management system and related administrative
controls would be disrupted to the detriment of their estates.

The Debtors, therefore, have asked the Court to permit them to
continue their Intercompany Transactions, and to reconcile and net
any mutual prepetition obligations between any Debtor, on the one
hand, and any other Debtor or any direct or indirect non-Debtor
subsidiary of Chrysler, on the other hand, arising from the
Intercompany Transactions.

The Court has granted approval of the continuation of the
Intercompany Transactions on an interim basis.

                          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.

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: Begins Review on Leases; To Reject 10 Contracts
-------------------------------------------------------------
Chrysler LLC and its debtor-affiliates have begun the process
under bankruptcy that entitles them to scrap unfavorable or
unnecessary contracts and leases.

Chrysler has filed before the U.S. Bankruptcy Court for the
Southern District of New York a motion to reject 10 unexpired
leases for real properties effective April 30, 2009:

                      Debtor Party
Contracting Parties   to Lease           Description of Leases
-------------------   ------------       ---------------------
GSL Development, LLC  Chrysler Realty    Lease of 11705
                      Company, LLC       Valley Boulevard
                                         El Monte, California

Lopina Partners III   Chrysler Realty    Lease of 370 South
                      Company, LLC       Kiley Boulevard,
                                         San Jose, California

The Gutman Realty     Chrysler Realty    Lease of 735
Company               Company, LLC       Dilingham Boulevard
                                         Honolulu, Hawaii

Hawaiian Electronic   Chrysler Realty    Lease of 735
Co. Inc               Company, LLC       Dilingham Boulevard
                                         Honolulu, Hawaii

Leo B. Abrahamson &   Chrysler Realty    Lease of 9850
Elaine Abrahamson     Company, LLC       Indianapolis,
                                         Highland, Indiana

Ronnie Lamarque       Chrysler Realty    Lease of 4848
Properties LLC        Company, LLC       Veterans Memorial
                                         Blvd., Metairie, LA

2185 Walden Partners  Chrysler Realty    Lease of 2185
                      Company, LLC       Walden Avenue,
                                         Cheekatowaga, New York

Frederick A. Nagher   Chrysler Realty    Lease of 2960 I-30 East
                      Company, LLC       Mesquite, Texas

Ellias Realty, LLC    Chrysler LLC       Lease of 5.18 Acres
                                         off Jefferson Avenue
                                         Trenton, Michigan

Foris Management      Chrysler LLC       Lease of 1.59 Acres
                                         off Jefferson Avenue
                                         Trenton, Michigan

Proposed counsel for the Debtors, Corinne Ball, Esq., at Jones
Day, in New York, says the leases will not be assumed and assigned
under the deal with Fiat S.p.A., and are not valuable to the
Debtors' estates.

"The Debtors believe that maintaining the leases would
unnecessarily deplete the assets of the Debtors' estates to the
direct detriment of their creditors," Ms. Ball says, adding that
the leases do not have any realizable market value.

                          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.

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: Reports 48% Drop in April 2009 U.S. Sales
-------------------------------------------------------
Chrysler LLC on May 1 reported April U.S. total sales of 76,682
units, representing a 48 percent decrease versus 2008.  Total
April sales include a fleet reduction of 66 percent year-over-year
for the same period, as the Company continues to emphasize retail
over fleet.

"The industry appears to have stabilized, as it's been fairly
level for the past four months," said Jim Press, Vice Chairman and
President, Chrysler LLC.  "We know where the bottom is, and as the
economy struggles to recover, vehicle sales should follow."

"Chrysler retail sales and share were well above expectations,
which shows the real strength of our dealers and products in the
marketplace in spite of a month filled with troubling headlines,"
said Press.

Mr. Press added, "This gives us reason for optimism as we begin
working on our new alliance and restructuring plans."

                   April Sales Highlights

    * Jeep Wrangler continued its strong, upward sales trend,
      with April sales up seven percent (9,336 units) year-over-
      year compared to April 2008

    * Sales of the 2009 Dodge Challenger were up 11 percent
      (2,619 units) in April compared to March Retail sales of
      the 2009 Chrysler Town & Country increased six percent in
      April compared to March

    * The all-new 2009 Dodge Ram truck continues to capture the
      attention of consumers and increase its market share;
      sales of the all-new 2009 Dodge Ram Quad Cab model
      increased 26 percent compared to March 2009

The Company finished the month with 336,913 units
representing a 114 day supply.  Inventory is down 20 percent
compared with April 2008, when it totalled 422,353 units.

"By adding GMAC as our preferred lender for Chrysler dealer
and consumer business, the foundation is being laid for a
stronger, reborn car company," said Steven Landry, Executive Vice
President, North American Sales and Marketing, Global Service and
Parts - Chrysler LLC.  "As a bank holding company with access to a
variety of funding sources, GMAC offers the best long-term finance
options for Chrysler dealers and customers."

                         May Incentives

Chrysler LLC will extend through May 4 the Employee Pricing Plus
program, which offers the employee price to all customers
purchasing or leasing new 2009 Chrysler, Jeep or Dodge vehicles.
Customers may also qualify for 0 percent financing for up to 48
months through Chase bank.  In addition to the employee price,
customers are eligible for cash discounts of up to $3,500 on 2009
model year vehicles.  Also, there are great deals on any 2008
models in stock.

              Chrysler LLC U.S. Sales Summary Thru April 2009
              -----------------------------------------------
                Month Sales    Vol %      Sales CYTD    Vol %
Model         Curr Yr  Pr Yr  Change    Curr Yr  Pr Yr  Change
-----         -------  -----  ------    -------  -----  ------
Sebring        1,320   5,376   -75%      6,956   35,787  -81%
300            2,946   5,771   -49%     12,703   30,723  -59%
Crossfire         32     193   -83%        177      655  -73%
PT Cruiser     1,414   5,807   -76%      6,212   21,411  -71%
Aspen            550   2,135   -74%      3,806   10,252  -63%
Pacifica         169     665   -75%      1,139    3,358  -66%
Town & Country 7,443  10,723   -31%     28,587   45,104  -37%

  CHRYSLER
  BRAND       13,874  30,670   -55%     59,580   147,290 -60%
  --------    ------  ------   ---      ------   ------- ---
Patriot        1,983   6,348   -69%      8,386    23,596 -64%
Wrangler       9,336   8,699     7%     34,786    30,513  14%
Liberty        3,301   6,642   -50%     15,275    29,689 -49%
Grand Cherokee 3,600   6,597   -45%     15,987    29,760 -46%
Commander        738   2,643   -72%      3,923    12,291 -68%

  JEEP BRAND  19,670  33,733   -42%     82,216   139,053 -41%
  ----------  ------  ------   ---      ------   -------  ---
Caliber        2,544   8,825   -71%     10,778    40,156 -73%
Avenger        1,365   5,666   -76%      9,918    30,912 -68%
Charger        4,703  13,021   -64%     21,890    40,039 -45%
Challenger     2,619       0     0%     11,018         0   0%
Viper             29     117   -75%        245       389 -37%
Magnum             5     433   -99%         77     5,787 -99%
Dakota           878   2,564   -66%      5,235    11,331 -54%
Ram P/U       17,903  24,206   -26%     64,522    93,068 -31%
Journey        4,436   6,667   -33%     18,130    10,049  80%
Caravan        6,687  14,665   -54%     30,267    47,936 -37%
Durango          331   2,568   -87%      1,862    11,826 -84%
Nitro          1,351   3,299   -59%      6,569    18,654 -65%
Sprinter         287   1,317   -78%      1,583     5,132 -69%

  DODGE BRAND 43,138  83,348   -48%    182,094   315,279 -42%
  ----------- ------  ------   ---     -------   -------  ---

  TOTAL
   CHRYSLER
   LLC        76,682 147,751   -48%    323,890   601,622 -46%
  TOTAL CAR   15,563  39,564   -61%     73,764   185,165 -60%
  TOTAL TRUCK 61,119 108,187   -44%    250,126   416,457 -40%
  ----------- ------ -------   ---     -------   -------  ---
  Selling
  Days            26      26               101       102
  ----------- ------ -------   ---     -------   -------  ---

                          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.

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: Schedules and Statements Now Due June 29
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Chrysler LLC and its affiliates until June 29, 2009, to file
their schedules of assets and liabilities and statement of
financial affairs.

The Debtors requested a July 14, 2009 extension of the deadline.

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, said in the request for the extension that 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
Added.

Ms. Ball stated 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.

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: Will Furlough Salaried Workers for Two Weeks
----------------------------------------------------------
The Treasury Department has mandated that Chrysler LLC furlough
salaried employees for two weeks during the bankruptcy, David
Shepardson at Detroit News Washington Bureau reports, citing
Robert Manzo of Capstone Financial Group, which helped Chrysler
assemble its bankruptcy budget.

According to Detroit News, the unpaid furloughs would save
Chrysler some $21 million.

         Chrysler to Secure Loans From U.S. & Canada

The U.S. Treasury, according to Detroit News, wants to lend
Chrysler some $3.34 billion, while the Canadian government would
lend the Company about $1.16 billion of the in-court financing.
Citing Mr. Manzo, Detroit News says that the U.S. government and
Canadian governments aren't charging Chrysler interest on its
$4.5 billion debtor in possession financing.  According to the
report, Mr. Manzo said that there was a "low probability" that
Chrysler would be able to repay the loan.  Detroit News notes that
the U.S. Treasury could lose almost $8 billion in loans issued to
Chrysler, including the $4 billion lent in January 2009.

Chrysler said in court documents that it assumes that the
government will forgive the entire first $4 billion.  Detroit News
notes that before it could take a majority stake in Chrysler, Fiat
would have to repay some $6 billion in loans made after the
Company emerges.

According to court documents, Chrysler said that it increased its
estimate of its legal and professional fees.  Detroit News relates
that Chrysler said last week that it expected to spend $20 million
per month.

Chrysler's first month legal and other fees will total at least
$30 million, Detroit News says, citing a financial advisor.

Detroit News relates that the Treasury also convinced the four
major banks holding 70% of Chrysler's secured debt to accept
$2 billion in cash for the $6.9 billion.

Chrysler, says Detroit News, assumes that none of its dealers will
order new vehicles for at least four weeks and that it won't pay
any of the dealers.  The report states that Chrysler will cut
incentive payments by 25% in May and 50% from June 1 through
July 5.  According to the report, Chrysler will "only pay
incentives to those dealers that they believe will have value to
the acquiring Company."

             Hearing on Bidding Procedures Delayed

UPI reports that the Hon. Arthur Gonzales of the U.S. Bankruptcy
Court for the Southern District of New York has approved
creditors' request to delay a hearing on bidding procedures for
Chrysler's assets.

According to The Detroit News, the hearing was postponed 24 hours
as Chrysler filed its motion to conduct the hearing on Saturday
instead of Friday.

UPI relates that Chrysler, which is trying to sell its "good"
assets quickly to allow it to emerge from bankruptcy as soon as
possible, opposed the delay.

Thomas Lauria, the attorney for Chrysler's creditors, said on
Monday that some of his clients received death threats over their
role in Chrysler's demise and has asked Judge Gonzales to keep the
identities of the threatened creditors a secret, UPI states.  The
Detroit News relates that the creditors have been referred to
police and the FBI for assistance.

                        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: Reviews Dealerships, To Pay Incentives
----------------------------------------------------
Jeff Bennett and Alex Kellogg at The Wall Street Journal report
that Chrysler LLC told some dealers that it is reviewing the
strengths and weaknesses of its 3,200 dealerships.

According to WSJ, Chrysler is planning, as part of its
restructuring plan, to cut off hundreds of dealers from its sales
network.  Chrysler executives said during a meeting with the
Company's national dealer council, which represents the
dealerships, that the Company is reviewing each dealership's
location, the condition of its facility, finances, and sales to
determine which are the strongest and most desirable, WSJ states,
citing dealers with knowledge of the meeting.

WSJ relates that Chrysler has asked the permission of the U.S.
Bankruptcy Court for the Southern District of New York to pay
$753 million owed to dealers for sales incentives.  Chrysler said
in court documents that it will pay dealers it hopes to keep in
its network.

WSJ, citing dealers who have talked to Chrysler, says that
Chrysler is expected to present to the court later this week a
list of creditors it would like to pay off, including many dealers
who are owed money.

According to David Shepardson and Alisa Priddle at The Detroit
News, Chrysler said that it has lost more than 10% of its dealers
since January 2008.  The report says that Chrysler currently has
less than 3,200 dealers.  Citing Chrysler dealer operations
director Peter Grady, the report states that Chrysler told the
Court that it is losing 30 to 40 dealers a month and that has lost
400 since January 2008.

           Creditors' Objection on Asset Sale to Fiat

WSJ states that creditors continued to oppose the planned sale of
Chrysler's assets to Fiat SpA.  According to WSJ, a group of
investment funds holding $300 million of Chrysler's $6.9 billion
in secured debt asked the Court to block the sale.

Citing people working with Chrysler, WSJ relates that engineers at
Fiat and Chrysler have started meeting this week to move forward
on planned alliance.

     Chrysler Financial Proceeds With Winding Down Operations

WSJ relates that Chrysler Financial is moving ahead with plans to
wind down its lending operations.  According to the report,
company executives told employees at a meeting on Friday that
Chrysler Financial will need only minimal staff in the near future
to handle the servicing of existing loans and leases on Chrysler
vehicles.

Chrysler, says WSJ, has also signed a new agreement to have GMAC
LLC replace Chrysler Financial as its financing partner.  Chrysler
Financial already stopped offering loans to dealers and scaled
back the number of consumer loans it approves, the report states.

Citing dealers, WSJ reports that Chrysler is expected to outline a
new round of incentives aimed at drawing customers into its
dealership while the Company remains in bankruptcy court.

The Court, according to WSJ, already approved providing Chrysler
some $4.1 billion in debtor-in-possession financing on Monday to
continue funding its operations.  Citing Chrysler CEO Robert
Nardelli, WSJ says that the Court's approval of DIP financing
"provides the company with resources to continue 'normal course'
business operations pending approval of the sale transaction with
Fiat."

    Chrysler Allegedly Misled Twinsburg on Keeping Plant Open

Court documents say that Chrysler plans to close five plants,
including the 1,250-job Twinsburg Stamping Plant.  Robert
Schoenberger and Stephen Koff at Plain Dealer report that Chrysler
and administration officials had said that no more plants would
permanently close.

Plain Dealer quoted U.S. Rep. Steve LaTourette as saying, "They
said, 'No plant closings.'"

According to Plain Dealer, Chrysler reaffirmed the plant closures
on Sunday night when it filed its proposed merger plan with Fiat
in the Court, but the Hon. Arthur Gonzalez on Monday delayed
ruling on the procedures for the Company's merger with Fiat until
Tuesday.  Opponents hadn't had enough time to read Chrysler's
proposal, the report says, citing Judge Gonzalez.

"This was a simple misunderstanding.  The Twinsburg plant is not
closing as a result of bankruptcy; it was always slated to close
as a part of Chrysler's original restructuring plan," Plain Dealer
quoted White House spokesperson Amy Brundage as saying.

Plain Dealer relates that administration officials point to a
February 17 filing that Chrysler made with the U.S. Treasury
Department as evidence that the Company planned to cut more
plants.  Plain Dealer notes that the February filing doesn't
mention plant closings beyond saying that Chrysler had already
closed enough plants to cut its operating costs.

     Chrysler's Bankruptcy May Help Fiat's Turnaround Plans

Jennifer Clark at Dow Jones Newswires reports that Chrysler's
Chapter 11 bankruptcy filing may make it easier for Fiat CEO
Sergio Marchionne to get started with his turnaround plans for the
Italian company.

Dow Jones quoted Jerry Reisman, a bankruptcy lawyer at Reisman,
Peirez & Reisman, as saying. "A Chrysler bankruptcy filing could
be a wonderful opportunity for Fiat.  All of Chrysler's debt will
be dealt with in court, so Fiat will know exactly what it's
buying.  It will be a new Chrysler."

According to Dow Jones, the Chrysler-Fiat alliance will result in
a revamped model lineup for Chrysler.  Dow Jones that Chrysler
will need to reduce costs in the meantime.

                          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.

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: Fitch Reports Adverse Effects of Bankruptcy Filing
----------------------------------------------------------------
The Chapter 11 bankruptcy filing and subsequent potential
reorganization of Chrysler LLC, may negatively affect rating
performance on assorted Chrysler-affiliated auto ABS transactions,
according to Fitch Ratings.

Among the deals that may see increased pressure include Chrysler
Financial LLC's outstanding dealer-floorplan ABS, and the rental
car ABS issued by Dollar Thrifty Automotive Group due to their
exposure to Chrysler vehicles in these pools.  Fitch is also
focused on the affect of the bankruptcy on Chrysler's auto loan
ABS.  However, no immediate rating actions are being contemplated
by Fitch on these transactions at this time, given the evolving
nature of the bankruptcy and minimal information available at this
time.

A Chrysler Chapter 11 bankruptcy filing, government and third
party financing provided, and the announced alliance with Fiat
S.p.A., is a less damaging outcome than had the company filed for
Chapter 7 bankruptcy with no support.  Fitch remains concerned
with the impact that the bankruptcy may have on vehicle values for
all transactions.  Additional concerns include the financial and
operating status of Chrysler Financial, given its role as primary
servicer for the loan and dealer floorplan ABS.  Furthermore,
Chrysler's ability to repurchase program vehicles is a risk for
the rental car ABS.  For auto loan ABS, should loss pace
accelerate in the short term, subordinate bonds would likely face
negative rating actions.

Fitch expects to receive more details in the coming days on all
asset classes from all parties involved.

                          Auto Loan ABS

A potential impact would be related to protracted declines in
retail and wholesale values for Chrysler vehicles.  Fitch
witnessed vehicle value declines in the range of 10%-25% in
previous brand eliminations; however, the Chrysler bankruptcy is a
much larger scenario relative to prior examples so the impact on
vehicle values may be greater.  Decreases in wholesale values will
adversely affect recovery rates on future defaults, leading to
higher cumulative lifetime losses.  Chrysler stated that the
company will honor consumer warranties and the U.S. Treasury is
making nearly $300 million available as a backstop on the orderly
payment of warranties for cars sold during the restructuring
period.  This provides some benefit to consumers and marginal
support to vehicle values.  Fitch does not expect rapid increases
in consumer defaults to occur as a result of the filing.

Any potential deterioration in the servicing capacity of Chrysler
Financial could affect auto loan ABS.  Although Chrysler
Financial, as a separate company, has thus far avoided a
bankruptcy filing, its current financial position and liquidity,
closely linked with that of Chrysler's, are expected to be further
impacted by the Chrysler filing.  Given recent announcements that
GMAC LLC will be retained to meet the future vehicle financing
needs of Chrysler, the ongoing viability of Chrysler Financial and
its ability to maintain key servicing personnel and operations at
prior levels is uncertain.  The current scenario is evolving, and
Fitch is awaiting further information from Chrysler Financial on
their servicing role, ability to service, and potential impact on
the transactions.  While Fitch does not believe it is a near-term
likelihood, any disruptions in, or transfers of, the servicing of
the outstanding transactions may impact performance.

Despite these risks, to date, Chrysler Financial has exhibited
adequate servicing of their auto-related ABS transactions
historically.  In addition, Fitch believes Chrysler Financial is
the most-suited party to service their transactions, and that an
efficient servicing transfer would be difficult given the size of
Chrysler Financial's portfolio and certain transactions.

Currently, Fitch rates seven outstanding auto loan ABS
transactions issued by Chrysler Financial totaling $4.34 billion
in outstanding notes.  The transactions are listed below, and are
secured by loans made by Chrysler Financial to U.S. consumers:

  -- DaimlerChrysler Auto Trust 2005-B;
  -- DaimlerChrysler Auto Trust 2006-A;
  -- DaimlerChrysler Auto Trust 2006-B;
  -- DaimlerChrysler Auto Trust 2006-D;
  -- Chrysler Financial Auto Securitization Trust 2007-A;
  -- Chrysler Financial Auto Securitization Trust 2008-A;
  -- Chrysler Financial Auto Securitization Trust 2008-B.

                       Dealer Floorplan ABS

Heightened risk surrounds the potential for significant increases
in dealer bankruptcies, and ultimately defaults in Chrysler
Financial's outstanding dealer floorplan ABS.  Fitch expects the
Chrysler filing to have a negative impact on new vehicle sales
levels at existing dealers, further weakening the financial
profile of the franchised dealer base.  Additionally, Chrysler has
indicated its expectation to significantly reduce its franchised
dealer count in conjunction with any potential reorganization.
What funding and support Chrysler can or will provide related to
the outstanding inventory of vehicles for these dealers, as well
as any retained dealers, is unclear and may have a material impact
on loss severity under floorplan lines for dealers that go out of
business.

Chrysler Financial's role in servicing these transactions is
imperative.  Their knowledge of and relationship with the dealer
base, maintenance of inventory audit frequency and dealer
monitoring, and effective management of dealer workouts and
liquidations are key to limiting losses.  These functions are not
easily transferable to a third-party servicer.

Fitch currently rates one outstanding Chrysler Financial dealer
floorplan ABS, Master Chrysler Financial Owner Trust (f.k.a.
DaimlerChrysler Master Owner Trust), series 2006-A, totaling
approximately $1 billion.  Fitch downgraded 2006-A to 'A' and
placed the series on Rating Watch Negative on April 14, 2009
citing ongoing concerns surrounding the US domestic auto industry
and heightened risk of a Chrysler bankruptcy and liquidation
scenario.  As the bankruptcy filing was a Chapter 11, no immediate
additional rating actions are anticipated, although Fitch will
continue to monitor the ongoing bankruptcy proceedings to assess
potential impacts on dealer defaults and vehicle values in the
short-term.  Additionally, the transaction has entered into early
amortization as a result of the Chrysler bankruptcy filing and
will be repaid in full within three-to-five months should monthly
payments rates and other performance metrics remain at current
levels.

                          Rental Car ABS

Fitch currently rates two Rental Car Finance Corp. (RCFC; both
issued by DTAG) transactions.  Fitch assigns 'BB' ratings to the
class A-1 and A-2 notes for series 2005-1, as well as a 'BBB+'
rating to the class A notes for series 2007-1.

These transactions have large concentrations of Chrysler vehicles;
as of the end of March 2009, 2005-1 composed approximately 89%
Chrysler vehicles and 2007-1 75%.  The majority of these vehicles
in each transaction are purchased as non-program vehicles,
exposing DTAG to potential risks stemming from declines in vehicle
values upon disposition of the vehicles.  The remaining minority
of the Chrysler vehicles is program vehicles, and exposes DTAG to
the ability of Chrysler to repurchase these vehicles back from
DTAG under Chrysler's repurchase obligation.  Chrysler may be
limited in its ability, or may not be able at all, to entirely
fulfill this obligation to repurchase these program vehicles due
to the bankruptcy and lack of financial strength.  No immediate
additional rating actions are anticipated, although Fitch will
continue to monitor the ongoing bankruptcy proceedings to assess
potential impacts on Chrysler's ability to fulfill its repurchase
obligation, and the impacts on vehicle values related to non-
program vehicles that are disposed of by DTAG.

Fitch will continue to closely monitor the performance of the
transactions, and will take further rating actions as deemed
necessary.


CHURCH FOR THE ART: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Church for the Art of Living, Inc.
        384 Clinton Street
        Hempstead, NY 11510

Bankruptcy Case No.: 09-73133

Chapter 11 Petition Date: May 4, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: Ronald D. Reid, Esq.
                  The Reid Law Group
                  2425 Grand Ave
                  Baldwin, NY 11510
                  Tel: (516) 377-5613
                  Fax: (516) 377-0385
                  Email: rreidlaw01@yahoo.com

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Rev. Dr. Alfred Miller, senior vice
president of the Company.


CLAIRE'S STORES: Bank Debt Sells at Almost 50% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 51.89 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.25 percentage points
from the previous week, the Journal relates.  The loan matures on
May 29, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B rating.

The bank debt of other retailers also jumped in secondary market
trading the past week.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 68.57 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.64 percentage points
from the previous week, the Journal relates.  The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 69.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.17 percentage
points from the previous week, the Journal relates.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

                       About Claire's Stores

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

                          *     *     *

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


CLEAR CHANNEL: Bank Debt Sells at 55% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
44.43 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.50
percentage points from the previous week, the Journal relates.
The loan matures January 30, 2016.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa2 rating and S&P's B- rating.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on January 19, 2009,
Clear Channel planned to lay off about 1,500 workers, or 7% of its
staff in the U.S.  Clear Channel has 20,000 workers in the U.S.
The layoffs will mostly affect employees in ad sales.  Clear
Channel will implement other cuts to save almost $400 million.

                          *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Moody's Investors Service downgraded Clear Channel Communications,
Inc.'s Corporate Family Rating and Probability-of-Default Rating
to Caa3 from B2.  Moody's also downgraded the Company's senior
secured credit facilities to Caa2 from B1 and all senior unsecured
notes to Ca from Caa1.  In addition, Moody's downgraded Clear
Channel's speculative grade liquidity rating to SGL-4 from SGL-2.

The ratings downgrade reflects Moody's belief that there is a high
probability that the company will violate its secured 9.5x
leverage covenant this year, and that when this occurs, a debt
restructuring will be likely. The outlook has been revised to
negative.  This rating action concludes the review initiated on
February 6, 2009.


CLEAR CHANNEL: Exchange Offers for Sr. Cash Pay Notes End May 18
----------------------------------------------------------------
Clear Channel Communications Inc. is offering to exchange
$980,000,000 aggregate principal amount of its 10.75% Senior Cash
Pay Notes due 2016 and $1,330,000,000 aggregate principal amount
of its 11.00%/11.75% Senior Toggle Notes due 2016, the issuance of
each of which has been registered under the Securities Act of
1933, as amended, for any and all of its outstanding 10.75% Senior
Cash Pay Notes due 2016 and any and all of its 11.00%/11.75%
Senior Toggle Notes due 2016, respectively.

The Company is also offering the parent and subsidiary guarantees
of the exchange notes.  The terms of the exchange notes are
identical to the terms of the outstanding notes except that the
exchange notes have been registered under the Securities Act of
1933, as amended, and therefore are freely transferable.

The Company launched the Exchange Offer on April 20, 2009.  The
Exchange Offer expires at 12:00 midnight, New York City time, on
May 18, 2009 (inclusive of May 18, 2009), unless extended.

The Company will pay interest on the notes on February 1 and
August 1 of each year.  The outstanding senior cash pay notes and
exchange senior cash pay notes will mature on August 1, 2016, and
the outstanding senior toggle notes and exchange senior toggle
notes will mature on August 1, 2016.

The principal features of the exchange offers are:

   -- the Company will exchange all outstanding notes that are
      validly tendered and not validly withdrawn prior to the
      expiration of the exchange offers for an equal principal
      amount of exchange notes that are freely tradable.

   -- Participants may withdraw tendered outstanding notes at any
      time prior to the expiration of the exchange offers.

   -- The exchange of outstanding notes for exchange notes
      pursuant to the exchange offers will not be a taxable event
      for United States federal income tax purposes.

   -- The Company will not receive any proceeds from the exchange
      offers.

   -- The Company does not intend to apply for listing of the
      exchange notes on any securities exchange or automated
      quotation system.

A full-text copy of the Clear Channel's Exchange Offer prospectus
is available at no charge at http://ResearchArchives.com/t/s?3c79

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on January 19, 2009,
Clear Channel planned to lay off about 1,500 workers, or 7% of its
staff in the U.S.  Clear Channel has 20,000 workers in the U.S.
The layoffs will mostly affect employees in ad sales.  Clear
Channel will implement other cuts to save almost $400 million.

                          *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Moody's Investors Service downgraded Clear Channel Communications,
Inc.'s Corporate Family Rating and Probability-of-Default Rating
to Caa3 from B2.  Moody's also downgraded the Company's senior
secured credit facilities to Caa2 from B1 and all senior unsecured
notes to Ca from Caa1.  In addition, Moody's downgraded Clear
Channel's speculative grade liquidity rating to SGL-4 from SGL-2.

The ratings downgrade reflects Moody's belief that there is a high
probability that the company will violate its secured 9.5x
leverage covenant this year, and that when this occurs, a debt
restructuring will be likely. The outlook has been revised to
negative.  This rating action concludes the review initiated on
February 6, 2009.


CMP SUSQUEHANNA: Bank Debt Sells at 57% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CMP Susquehanna
Corp. is a borrower traded in the secondary market at 42.71 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.13 percentage points
from the previous week, the Journal relates.   The loan matures
May 6, 2013.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and S&P's CCC+ rating.

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

The Company posted a net loss of $525.6 million on net revenues of
$203.4 million for the year ended December 31, 2008, compared to a
$185.2 million net loss on net revenues of $223.4 million for year
2007.  The Company had $665.2 million in total assets and
$1.09 billion in total liabilities, resulting in $429.5 million in
stockholders' deficit.

Early in April, CMP Susquehanna completed an exchange offer for
the outstanding 9-7/8% Senior Subordinated Notes due 2104 of
subsidiary CMP Susquehanna Corp.  CMPSC accepted for exchange all
$175,464,000 aggregate principal amount of Existing Notes that
were tendered for exchange prior to the early participation
premium deadline of 5:00 p.m., New York City time, on March 24,
2009.  No additional Existing Notes were tendered for exchange
after the Early Participation Deadline but prior to the Expiration
Time.  The Existing Notes accepted for exchange constituted 93.53%
of the total principal amount of Existing Notes outstanding at the
commencement of the exchange offer.  As of April 6, 2009,
$12.1 million of the Existing Notes remain outstanding.

The Company and CMPSC offered to exchange all of the outstanding
Existing Notes held by eligible holders in exchange for (1) up to
$15 million aggregate principal amount of Variable Rate Senior
Subordinated Secured Second Lien Notes due 2014 of CMPSC, (2) up
to $35 million in shares of Series A preferred stock of the
Company, and (3) warrants exercisable for shares of the Company's
common stock representing, in the aggregate, up to 40% of the
outstanding common stock on a fully diluted basis.

                           *     *     *

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


COLONIAL BANCGROUP: Fitch Downgrades Issuer Default Rating to 'B-'
------------------------------------------------------------------
Fitch Ratings downgrades The Colonial BancGroup 's long-term
Issuer Default Rating to 'B-' from 'BB'.  The downgrade of CNB's
ratings reflects the escalating credit problems that continue to
generate significant losses, weakening the company's capital
position, and eroding the benefit of potential capital
augmentations.  The preponderance of credit concerns remains in
CNB's residential real estate construction portfolio; the majority
of which resides in the troubled Florida market.

In addition, Fitch still believes it will be a challenge for CNB
to satisfy the meaningful conditions attached to its pending
transaction with the consortium of investors lead by Taylor Bean &
Whitaker.  The signed definitive agreement includes a number of
regulatory approvals as well as the conversion to a thrift
charter.  Should the transaction not come to fruition, and CNB
fail to raise the necessary capital through public and private
sources, further downgrades would result.

The company remains under an informal Memorandum of Understanding
with the FDIC and the Federal Reserve Bank of Atlanta, related to
concerns with its asset quality and capital levels.

Fitch has downgraded these ratings which remain on Negative Watch:

The Colonial BancGroup, Inc.

  -- Long-term IDR to 'B-' from 'BB';
  -- Subordinated debt to 'CCC/RR6' from 'BB-';
  -- Individual to 'E' from 'C/D'.

Colonial Bank

  -- Long-term IDR to 'B+' from 'BB+';
  -- Long-term deposits to 'BB-/RR3' from 'BBB-';
  -- Subordinated debt to 'B/RR6' from 'BB';
  -- Short-term deposits to 'B' from 'F3';
  -- Individual to 'D/E' from 'C/D'.

Colonial Capital Trust IV

  -- Preferred stock to 'CC/RR6' from 'B+'.

CBG Florida REIT

  -- Preferred stock to 'CC/RR6' from 'B+'.


These ratings remain on Rating Watch Negative:

The Colonial BancGroup, Inc.

  -- Short-term IDR at 'B'.

Colonial Bank

  -- Short-term IDR at 'B'.

Fitch has affirmed these ratings:

The Colonial BancGroup, Inc.

  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Support at '5';
  -- Support Floor at 'NF'.


COMMERCIAL CAPITAL: CCI's Section 341(a) Meeting Slated for May 27
------------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Commercial Capital, Inc., and CCI Funding I, LLC's Chapter 11
cases on May 27, 2009, at 1:00 p.m.  The meeting will be held at
the U.S. Custom House, 721 19th St., Room 104, Denver, Colorado.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed for Chapter 11 bankruptcy protection
on April 22, 2009 (Bankr. D. Colo. Case No. 09-17238 and Bankr. D.
Colo. Case No. 09-17437).  Robert Padjen, Esq., at Laufer and
Padjen LLC, assists Commercial Capital in its restructuring
efforts, while Jeffrey Weinman, Esq., at Weinman & Associates,
P.C., represents Commercial Capital in its bankruptcy case.  The
Debtors each listed $100 million to $500 million in assets.
Commercial Capital listed $50 million to $100 million in debts,
wile CCI Funding listed $100 million to $500 million in
liabilities.


CONEXANT SYSTEM: Ikanos Deal Won't Affect Moody's 'Caa1' Rating
----------------------------------------------------------------
Moody's commented that Conexant System Inc.'s ratings, including
its Caa1 corporate family rating, negative ratings outlook, and
SGL-3 speculative grade liquidity rating are not immediately
impacted by the company's recent announcement that it has entered
into a definitive agreement to sell its Broadband Access business
to Ikanos Communications, Inc for $54 million in cash.  Moody's
will monitor the company's timing and use of proceeds.

The last rating action occurred on February 10, 2009 when Moody's
lowered Conexant's rating outlook to negative and affirmed its
Caa1 CFR and SGL-3 speculative grade liquidity rating.

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

Headquartered in Newport Beach, California, Conexant Systems is a
fabless semiconductor company that provides integrated circuits
for various imaging, audio, video and internet connectivity
applications.  Reported revenues for the last twelve months ended
March 31, 2009 was $399 million.


CONGRESSIONAL HOTEL: Files Chapter 11 in Maryland
-------------------------------------------------
Bloomberg's Bill Rochelle reports that Congressional Hotel Corp.,
doing business as Maryland Legacy Hotel & Meeting Centre, filed
for bankruptcy reorganization on May 3 in Greenbelt, Maryland.

Its bankruptcy petition disclosed that assets and debt are both
less than $50 million.  The hotel is located in Rockville,
Maryland.

The case is In re Congressional Hotel Corp., 09-17901, U.S.
Bankruptcy Court, District of Maryland (Rockville).


COOPERATIVE BANKSHARES: Fed Wants Plan to Maintain Enough Capital
-----------------------------------------------------------------
Cooperative Bankshares, Inc., entered into a written agreement
with the Federal Reserve Bank of Richmond, effective April 29,
2009.  The Reserve Bank Agreement is designed to enhance the
Company's ability to act as a source of strength to its
Cooperative Bank unit and requires, among other things, that the
Company obtain the Reserve Bank's approval prior to (i) paying
dividends, (ii) receiving dividends from the Bank, (iii) making
any distributions of interest, principal or other sums on
subordinated debentures or trust preferred securities, (iv)
incurring or increasing any debt or (v) purchasing or redeeming
any shares of Bankshares' stock.

Pursuant to the terms of the Reserve Bank Agreement, the Company
is also required, within 60 days of the date of the Reserve Bank
Agreement, to submit to the Reserve Bank an acceptable written
plan to maintain sufficient capital at the Company on a
consolidated basis, and at the Bank, as a separate legal entity on
a stand-along basis.  In addition, the Reserve Bank Agreement also
provides that the Company must notify the Reserve Bank before
appointing any new directors or senior executive officers and
comply with certain restrictions regarding indemnification and
severance payments.

The Company must furnish periodic progress reports to the Reserve
Bank regarding its compliance with the Reserve Bank Agreement.
The Reserve Bank Agreement will remain in effect until modified or
terminated by the Reserve Bank.

Cooperative Bankshares entered into a stipulation and consent to
the issuance of a March 12, 2009 order to cease and desist with
the Federal Deposit Insurance Corporation and the North Carolina
Commissioner of Banks, whereby Cooperative Bank consented to the
issuance of an Order to Cease and Desist promulgated by the FDIC
and the Commissioner without admitting or denying the alleged
charges.

The Order is a formal corrective action pursuant to which the Bank
has agreed to address specific areas through the adoption and
implementation of procedures, plans, and policies designed to
enhance the safety and soundness of Cooperative Bank.  The
affirmative actions include directives relating to management
assessments, increased Board participation, implementation of
plans to address capital, disposition of assets, allowance for
loan losses, reduction in the level of classified and delinquent
loans, loan portfolio diversification, profitability, strategic
planning, liquidity and funds management, and a reduction in the
level of brokered deposits. In addition, the Bank is required to
maintain specified capital levels, notify the FDIC and the
Commissioner of director and management changes, and obtain prior
approval of dividend payments.  The Order specifies certain
timeframes for meeting the requirements, and Cooperative Bank must
furnish periodic progress reports to the FDIC and Commissioner of
Banks regarding its compliance.  The Order will remain in effect
until modified or terminated by the FDIC and the Commissioner.

Cooperative Bankshares is undertaking certain actions designed to
improve its capital position and has engaged an investment banker
and financial advisors to assist with this effort and to evaluate
the Company's strategic options, including a possible sale or
merger of the Company.  Cooperative Bankshares believes it needs
to raise a minimum of approximately $33.0 million of additional
capital, assuming no change in risk-weighed assets or its capital
position, to be capitalized at the levels required by the Order.

"None of the timeframes under the Order, the Consent Agreement, or
the Reserve Bank Agreement have lapsed and therefore we are in the
process of responding to the provisions of both documents.  In
order to achieve compliance with the Order, we will need to either
raise capital, sell assets to deleverage, or both," Cooperative
Bankshares said in a regulatory filing with the Securities and
Exchange Commission.

"Our ability to accomplish these goals is significantly
constricted by the current economic environment, which has greatly
limited access to capital markets.  To date, we have neither
raised any additional capital nor agreed to a sale and no
assurances can be made as to when or whether such capital will be
raised or potential acquiror will be identified," Cooperative
Bankshares said.

Cooperative Bankshares reported a net loss of $44.5 million on
total interest and dividend income of $56.8 million for the year
ended December 31, 2008, compared to $8.08 million in net income
on total interest and dividend income of $64.5 million for the
year ended December 31, 2007.

Cooperative Bankshares had $950.9 million in total assets,
$931.3 million in total liabilities, and $19.5 million in
stockholders' equity as of December 31, 2008.

                    Going Concern Consideration

Dixon Hughes PLLC, in Greenville, North Carolina, in its April 30,
2009 audit report, said substantial doubt exists as to Cooperative
Bankshares' ability to continue as a going concern.

According to Cooperative Bankshares, management is taking various
steps designed to improve the Bank's capital position.  The Bank
has developed a written alternative capital plan designed to
solicit capital investments and, if necessary, reduce the Bank's
asset size and expenses.  However, such plan is still dependent
upon a capital infusion to meet the capital requirements of the
Order.  As a result, the Company continues to work with its
advisors in an attempt to raise capital ratios through sale of
assets or a capital raise.  The Company has not entered into a
definitive agreement regarding the raising of additional capital
or a potential sale of the Company and no assurances can be made
that the Company will ultimately enter into such an agreement.

Cooperative Bankshares said the Order requires the Company to
increase capital ratios so that the Bank has a minimum Tier 1 Core
Capital ratio of 6% and a minimum Total Risk-Based Capital ratio
of 10% within 120 days of the date of the Order.  If Cooperative
Bankshares does not obtain additional capital, it does not expect
to meet the ratios set forth in the Order.  Failure to meet the
minimum ratios set forth in the Order could result in Cooperative
Bankshares' regulators taking additional enforcement actions
regarding the Bank.

"[E]ven if we are successful in meeting the capital ratios
mandated in the Order, we cannot assure you that we will not need
to raise additional capital in the future.  Additionally, because
of the Company's cumulative losses and its liquidity and capital
positions, the FDIC and the Commissioner may take additional
significant regulatory action against the Bank that could, among
other things, materially adversely impact the Company's
stockholders," Cooperative Bankshares said.

                      About Cooperative Bank

Cooperative Bankshares, Inc., serves as the holding company for
Cooperative Bank, a North Carolina chartered commercial bank.
Bankshares' primary activities consist of holding the stock of
Cooperative Bank and operating the business of the Bank and its
subsidiaries.  Bankshares formed Cooperative Bankshares Capital
Trust I, which is wholly owned by Bankshares, on August 30, 2005
to facilitate the issuance of trust preferred securities totaling
$15.0 million.

Chartered in 1898, Cooperative Bank's headquarters are located in
Wilmington, North Carolina.  Cooperative operates 22 offices in
North Carolina and three offices in South Carolina.  Effective
December 31, 2002, the Bank converted its charter from that of a
state savings bank to a state commercial bank.  At December 31,
2008, Bankshares had total assets of $951.0 million, deposits of
$695.6 million, and stockholders' equity of $19.6 million.

The Bank's subsidiary, Lumina Mortgage, Inc., is a mortgage-
banking firm, originating and selling residential mortgage loans
through four offices in North Carolina.


CROWN VILLAGE FARM: In Bankruptcy to Effect Sale to Centex & KB
---------------------------------------------------------------
Crown Village Farm LLC, owner of real property in Gaithersburg,
Maryland, sought bankruptcy protection before the U.S. Bankruptcy
Court for the District of Delaware with a plan to sell its assets.

Pre-bankruptcy Crown Village attempted to sell the property.  It,
however, abandoned sale efforts "due to lack of legitimate
interest, Wayne Janzik, a member of the executive committee of
Crown Village LLC, said, according to Dawn McCarty of Bloomberg.

KB Home Maryland Inc. and Centex Homes Crown LLC each own 50% of
the membership interests in Crown Village.  KB Maryland and Centex
Crown formed the joint venture to acquire property for the
development of residential and commercial purposes, according to
court papers.  As of Nov. 30, KB Maryland and Centex Crown each
had contributed $52.86 million to Crown Village.

                    Deal on Sale Reached

According to Ms. McCarty, KB Maryland, Centex Crown and pre-
bankruptcy lenders have reached an agreement on the terms of the
Chapter 11 filing, including an auction and sale of the property.
Reorganization plan documents were filed with the petition.

Bill Rochelle at Bloomberg explains that the chapter 11 filing is
part of a strategy where Centex and KB would buy the project and
simultaneously have the Bankruptcy Court declare that former
owners and developers of the property have the status of unsecured
creditors when the project is sold.

Crown Village Farm, according to Mr. Rochelle, spent $137 million
to purchase 178 acres of undeveloped property in Montgomery
County, Maryland.  Although some approvals were obtained, the
property isn't developed, he added.

The $137 million bank loan went into default in September when an
appraisal said the property's value was less than the debt.
Centex and KB had guaranteed the bank debt.

The parties are contemplating that:

   -- Centex and KB would purchase the property for $70 million at
      an auction set up by the Bankruptcy Court;

   -- After buying the property, they will sign new guarantees in
      favor of the bank lender, Bank of America NA.

   -- Through other affiliates, KB and Centex are to provide
      $5 million in second-lien financing for the Chapter 11
      effort.

The Vienna, Virginia-based Crown Village Farm LLC owns real
property in Gaithersburg, Maryland.  It is a joint venture formed
by KB Home Maryland Inc. and Centex Homes Crown LLC, each owning
50% of the membership interests in the venture.  Village Farm LLC
filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Case No. 09-
11522).  Chun I. Jang, Esq. and Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, have been tapped as counsel. Crown
Village listed debt of as much as $500 million and assets of as
much as $100 million in Chapter 11 documents.


DIRECTV GROUP: Liberty Merger Won't Affect Fitch's 'BB' Rating
--------------------------------------------------------------
Fitch Ratings believes that the proposed merger between DIRECTV
Group, Inc. and Liberty Entertainment, Inc. will not affect the
ratings assigned to DIRECTV Holdings, LLC.  DTVH is a wholly owned
subsidiary of DTV.  DTVH's Issuer Default Rating and senior
unsecured debt are rated 'BB' by Fitch.  Fitch currently rates
DTVH's senior secured debt 'BB+'.  The Rating Outlook for DTVH is
Stable.  DTVH had approximately $5.8 billion of debt outstanding
as of Dec. 31, 2009.

From Fitch's viewpoint, DTVH's credit profile is strong relative
to the current ratings and, pending Fitch's review of DTV's post-
merger capital structure, that there is sufficient capacity within
the current ratings to accommodate the $2 billion of debt held at
LEI in a credit neutral manner.  Fitch may elect to assign an IDR
and issue ratings to the debt issued by LEI upon close of the
merger.

In Fitch's opinion the proposed merger transaction is a credit
neutral event.  The transaction does consolidate DTV's strategic
direction under one board of directors and shareholders.  The
operating assets included in the proposed merger, consisting of
regional sports networks and programming content do not currently
generate material amounts of cash flow, but represents potential
growth opportunities.  DTVH's leverage as of year end 2008 was 1.3
times (x) and leverage through DTV was 1.15x.  DTV's leverage
proforma for the $2 billion of LEI debt increases nominally to
1.6x.  Leading up to this proposed transaction, Fitch believes
that given DIRECTV's operating profile and the competitive
operating environment, the company's leverage can range between
3.0x and 3.5x and maintain the 'BB' IDR.

Overall, the ratings for DTVH reflect the size and scale of
DIRECTV's operations as the second-largest multichannel video
programming distributor in the United States, Fitch's expectation
for continued generation of free cash flow (before dividends to
DTVG) and the positive effect on average revenue per user margin
and churn stemming from the company's success with up-selling
subscribers to more advanced video services.

Rating concerns center on the evolving competitive landscape, as
well as DIRECTV's lack of revenue diversity and narrow product
offering relative to its cable multiple system operator and
growing telephone company competition.  Fitch believes the
convergence of service offerings between the cable MSOs and the
telephone companies have weakened DIRECTV's competitive position,
which, in Fitch's opinion, will limit the company's growth
potential and increase the business risks related to DIRECTV's
credit profile over the long term.  With that said however,
DIRECTV's strategy to focus on providing the best-in-class video
offering especially exclusive sports programming, from Fitch's
perspective, has provided the company with a defensible market
niche, positioning DIRECTV to compete with cable and telephone
companies, grow its subscriber base and control churn.  Fitch
believes the effects of growing competition and a slowing economy
will weigh on DIRECTV's operating results during 2009, likely
resulting in lower gross additions, sluggish ARPU growth rates,
higher subscriber churn rates, increasing customer retention
spending and compressing margins.


DIRECTV GROUP: Liberty Media Deal Won't Affect S&P's 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on El
Segundo, California-based satellite TV provider The DIRECTV Group
Inc. (BB/Stable/--) were not immediately affected by the company's
announcement that it had entered into a definitive agreement with
Liberty Media Corp. to combine DIRECTV Group with Liberty
Entertainment Inc.  The new company, to be called DIRECTV, will
consist of the DIRECTV Group and Liberty Sports Holdings, which
owns three regional sports networks, a 65% interest in Game Show
Network and FUN Technologies, and cash on the balance sheet (about
$30 million as of March 31, 2009).  DIRECTV will also assume
$2 billion of LEI debt, which matures between 2009 and 2012.  The
LEI operating assets are modest in contribution compared with
DIRECTV's EBITDA of $5 billion.  Pro forma for the transaction,
S&P anticipates leverage will modestly increase to about 1.6x from
the current 1.2x, which S&P believes is still well within the 3.5x
leverage level S&P has cited as the limit for the stable outlook
at the current corporate credit rating.

S&P will monitor any future changes in the company's business and
financial strategy and evaluate the effect, if any, on S&P's
ratings.  S&P expects the transaction, which will require approval
by both sets of shareholders as well as the SEC and FCC, to be
completed in the fourth quarter of 2009.


EMMIS COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Emmis Communications Corp. (which S&P
analyzes on a consolidated basis with operating subsidiary
Emmis Operating Co.) to 'CCC+' from 'SD' (selective default),
following S&P's reassessment of the company's capital structure
and operating outlook following its completed four subpar Dutch
tender offers for its senior secured bank debt since mid-April.
The outlook is negative.

S&P also raised its issue-level rating on Emmis Operating's
secured credit facilities to 'CCC+' (the same level as the
corporate credit rating) from 'D'.  The recovery rating remains
unchanged at '4', indicating S&P's expectation of average (30% to
50%) recovery for lenders in a payment default.  Finally, S&P
removed its 'CC' rating on Emmis Communications' preferred stock
from CreditWatch with negative implications, where S&P had placed
it on April 21, 2009.

Despite retiring $78.5 million of debt through Dutch tender
offers, the transactions have not significantly alleviated S&P's
concern regarding a potential financial covenant violation in
fiscal 2010.  In total, the company used $44.7 million of cash to
retire $78.5 million face value of its term debt, implying an
average price across the four tender offers of 57% of par value.

"The negative rating outlook reflects Standard & Poor's
expectation of continued weak operating performance and the
potential for a covenant violation in fiscal 2010 or early fiscal
2011 if trends do not improve," said Standard & Poor's credit
analyst Michael Altberg.  Pro forma for the tender offers and
assuming the company repays borrowings under the revolving credit
facility, S&P estimates that the company has a 25% to 30% cushion
(including S&P's estimates on add-backs in the credit agreement)
against its 6x covenant in fiscal 2010.  S&P could lower ratings
if S&P become convinced that performance is trending toward this
scenario.  As a result, the company would need to obtain a credit
amendment.

"We would revise the outlook to stable if the company maintains
adequate headroom against financial covenants, either through
stabilizing operating performance or a credit amendment that
offers permanent covenant relief," he continued.


FEDERAL-MOGUL: Seeks Change in Loans for Treasury Plan
------------------------------------------------------
Federal-Mogul Corp., the U.S. auto partsmaker controlled by Carl
Icahn, is seeking to change the terms of its loans so it can
participate in the government's Auto Supplier Support Program,
Kristen Haunss of Bloomberg News reported, citing a banker
familiar with the negotiations.

According to the report, the company is offering to pay its
lenders a fee of 3 basis points to amend the loan terms, said the
banker, who declined to be identified because the talks are
private. A basis point is 0.01 percentage point.

Bloomberg relates that the U.S. Treasury announced the plan to aid
suppliers March 19 to help stabilize the industry with as much as
$5 billion in financing.

A Federal-Mogul spokeswoman Paula Silver wrote in an-email to
Bloomberg, "Federal-Mogul has made a request to its bank agent in
order to participate in the U.S. Treasury-backed program.  We are
required under the rules of the program to receive permission from
our bank group."

Bloomberg reports that Dana Corp., a truck axle maker that emerged
from bankruptcy last year, is also seeking to amend the terms of
its loans in order to participate in the Auto Supplier Support
Program. The company is offering to pay lenders a fee of 5 basis
points to amend the terms of its loans, the banker said.

                       Receivables Guarantees

Spokesman Steve Gaut as cited by the report said in an April 29
telephone interview that Federal-Mogul is interested in
participating in one part of the program where the Treasury
guarantees payment on receivables of General Motors Corp. and
Chrysler LLC in the event either of those automakers files for
Chapter 11 bankruptcy. Federal-Mogul has $2.75 billion of debt,
Ms. Silver said in the e-mail.

Meanwhile according to a 10-K filed March 17 with the Securities
and Exchange Commission, Dana had total debt of $1.25 billion as
of Dec. 31. Bloomberg reports that according to the banker, the
interest-rate payable, structure and maturity of Federal-Mogul and
Dana's loans won't change.  Both amendments require a 51% approval
by lenders, the banker said.

Citigroup Inc. began coordinating the amendment changes for both
suppliers on April 27, according to the banker.

                  About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, No. 178; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Jan. 14, 2008,
Standard & Poor's Ratings Services affirmed the ratings on
Federal-Mogul Corp., including the 'BB-' corporate credit rating,
and removed them from CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.  The outlook is negative.
The ratings reflect Federal-Mogul's weak business risk profile, as
a major participant in the highly competitive global auto industry
and its aggressive financial risk profile.  The company
manufactures powertrain components, sealing products, bearings,
brake friction materials, and vehicle safety products for the
global automotive market.  Its customers are original equipment
manufacturers and aftermarket participants operating in
automotive, heavy-duty, and industrial markets.


FILENE'S BASEMENT: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Filene's Basement, Inc.
        25 Corporate Drive, Suite 400
        Burlington, MA, 01803

Bankruptcy Case No.: 09-11525

Type of Business: Filene's Basement operates family clothing
                  stores.

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Mark M. Billion, Esq.
                  Michael Seidl, Esq.
                  Timothy P. Cairns, Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  Email: jo'neill@pszyj.com

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
FB Services LLC                                    09-11526

FB Leasing Services                                09-11527

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $100,000,001 to $500,000,000

The Debtor's Largest Unsecured Creditors:

Entity                            Nature of Claim    Claim Amount
------                            ---------------    ------------
Citigroup Commercial Services         Trade            $4,412,442
PO Box 1036
Charlotte, NC 28201-1036

Best Buy Stores, LP                  Landlord           1,098,163
7075 Flying Cloud Drive
Eden Prairie, MN 55435

Boston Globe                          Trade               879,503
PO Box 415071
Boston, MA 02241-5071

Phillips Van Heusen Corp.             Trade               761,157

Calvin Klein                          Trade               641,093

DDR MDT Woodfield                   Landlord              629,088

Jones Apparel Group                   Trade               608,658

Nautica Division of Oxford            Trade               433,184
   Indus, Inc.

Federal Realty Investment           Landlord              406,551
   Trust

Office Depot Inc.                   Landlord              373,500

Quest 28 Millbury LLC               Landlord              346,226

Vornado Bergen Mall                 Landlord              340,880

Kellwood                              Trade               331,227

JLPK Levittown NY, LLC                Trade               320,658

Rosenthal & Rosenthal Inc.            Trade               317,401

Russell Newman Inc.                   Trade               316,459

Blank Aschkensay                    Landlord              307,546

RGIS Inventory Specialists            Trade               281,006

Inland Commercial Property          Landlord              276,001
   Mgmt Co.

Maidenform Inc.                       Trade               272,986

DDRTC Waterfron Marketplace         Landlord              268,773

Washington Post Co.                   Trade               256,231

CF 620 Owner One LLC                Landlord              245,955

Peerless Clothing Int'l. Inc.         Trade               239,597

LC Libra, LLC                         Trade               236,285

The petition was signed by Mark Shulman, President of the company.


FINLAY ENTERPRISES: Eisner LLP Raises Going Concern Doubt
---------------------------------------------------------
Finlay Enterprises, Inc., said its ability to continue as a going
concern is dependent on the successful implementation of its
strategic plan, the repayment of the amounts due under its
revolving credit facility and its ability to secure a new line of
credit on or before the maturity date of the Revolving Credit
Agreement.  Finlay also noted that it experienced a significant
operating loss in 2008 and is expected to have an operating loss
in 2009.  Finlay is also in default of certain covenants under the
Revolving Credit Agreement.

"These uncertainties raise substantial doubt about our ability to
continue as a going concern," Eisner LLP in New York, Finlay's
auditors, said in an April 30 audit report.

Finlay has retained the management consulting firm Alvarez &
Marsal North America, LLC, to work with its board of directors and
management in analyzing business strategies, plans and operations.
David Coles, an A&M employee, is providing consulting services to
Finlay's board and management as the Company's Chief Restructuring
Officer.

As a result of the decline in its department store based business
over the past several years coupled with the challenging economic
conditions, Finlay announced in February 2009 its plan to exit the
licensed department store based business and close approximately
half of its specialty jewelry stores in 2009.  The plan includes
the liquidation of inventory and the termination of license
agreements or leases in the affected department store-based fine
jewelry departments and specialty jewelry stores.  In addition,
Finlay intends to liquidate excess inventory in its go forward
specialty jewelry stores as a means of generating cash and
reducing such excess inventory.

Finlay views the execution of this strategic plan as crucial to
strengthening the financial condition of its go forward specialty
jewelry store business.  Finlay's go forward business will include
selected stores anticipated, in management's opinion, to provide
Finlay with the best opportunity for future success.  Finlay
intends to reduce cost structure to levels appropriate to support
the specialty jewelry store business, which will include
significantly reducing headcount in administrative and
distribution center functions as well as eliminating sales
associate positions in the affected department stores and
specialty store locations.

In conjunction with the adoption of the strategic plan, the
Company's wholly owned subsidiary, Finlay Fine Jewelry
Corporation, amended its revolving credit agreement in February
2009, as adjusted in March 2009, to reduce the senior secured
revolving line of credit from $550.0 million to $266.6 million,
and to increase the interest rates thereunder.  The amendment also
requires Finlay to comply with various milestones in connection
with the strategic plan, to provide additional financial reporting
to the lenders and to maintain compliance with a variance covenant
from the approved restructuring budget.   The Revolving Credit
Agreement matures in February 2010.  The net sales proceeds from
the liquidation of inventory will be used to repay outstanding
balance under Finlay Jewelry's Revolving Credit Facility in 2009.

The outstanding balance under the Revolving Credit Facility has
been reduced from $236.2 million at the end of 2008 to roughly
$130.0 million at the end of April 2009.

Finlay expects to complete the strategic plan by the end of 2009.
Finlay said there can be no assurances that the implementation of
the strategic plan will be successful or that the net sales
proceeds from the liquidation of inventory in the closing
locations will be sufficient to repay the outstanding balance
under Finlay Jewelry's Revolving Credit Facility.

Effective with the February 2009 amendment to the Revolving Credit
Agreement, Finlay is required to achieve certain weekly targeted
percentages of sales and cash receipts and maintain cash
disbursements below certain targeted percentages as set forth in
its operating plan.  Finlay is currently in default of this
covenant.  Although the lenders reserve all rights and remedies
under the Revolving Credit Agreement and can accelerate repayment
of the outstanding balance at any time, they have not exercised
such rights at this time.  As a result of cross-default
provisions, such acceleration would enable the holders of Finlay's
long-term debt to declare a default and demand repayment as well.

Finlay has entered into a consulting agreement with Gordon
Brothers Retail Partners, LLC, to manage the sale of inventory and
fixed assets in the specialty jewelry stores that it plans to
close.  In consideration of Gordon Brothers' services, Finlay will
pay them a base consulting fee as well as a contingent fee based
on the achievement of certain profitability thresholds in the
stores that are to be closed.  In addition, Finlay entered into a
consignment agreement with Gordon Brothers for certain merchandise
that is currently being sold through the specialty jewelry stores
that it plans to close and for which Gordon Brothers has the
ability to earn a percentage of the profits on the sale of such
merchandise.  Further, Finlay entered into a consulting agreement
with Gordon Brothers to assist with the liquidation of the
inventory in the department store based fine jewelry departments
for which Finlay will pay them a base fee.

Effective March 22, 2009, Finlay completed the sale of certain
assets to Bloomingdale's.  The assets included inventory and fixed
assets for the 34 departments that Finlay operated in
Bloomingdale's for a purchase price of roughly $33.4 million.  The
proceeds from this transaction were used to pay down a portion of
the outstanding balance under Finlay Jewelry's Revolving Credit
Facility.

On Friday, Finlay reported financial results for the fiscal year
end January 31, 2009.  Finlay posted a net loss of $107.3 million
on sales of $754.3 million for the fiscal year ended.  The prior
year ended February 2, 2008, Finlay posted a net loss of
$10.0 million on $717.3 million in sales.

Finlay recorded a pre-tax charge of $58.9 million in 2008
primarily for the impairment of fixed assets and intangible assets
and the write-down of inventory, including the estimated loss on
the sale of inventory to Bloomingdale's.  With respect to  the
exiting of the department store based business and the anticipated
closing of roughly half of Finlay's specialty jewelry stores in
2009, Finlay expects to record a pre-tax charge in the range of
$12.0 million to $15.0 million for severance and retention costs,
lease termination costs and other items.

As of January 31, 2009, Finlay had $567.6 million in total assets,
$560.7 million in total liabilities, and $6.92 million in
stockholders' equity.

In 2008, Finlay Jewelry executed several agreements to exchange
$159.4 million of its $200.0 million Senior Notes due June 1,
2012, held by certain noteholders, for new 8.375%/8.945% Senior
Secured Third Lien Notes due June 1, 2012.  In addition, the
Participating Noteholders purchased $22.8 million of new
11.375%/12.125% Senior Secured Second Lien Notes due June 1, 2012.
The refinancing of the Senior Notes enables Finlay Jewelry to
eliminate a significant portion of the cash interest payment of
$16.8 million that would have been payable annually on the Senior
Notes as the Secured Notes include a pay-in-kind interest feature
until December 1, 2010.

A full-text copy of Finlay's Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3c6e

                     About Finlay Enterprises

Finlay Enterprises, Inc., manages its operations under two
business segments: licensed department store based fine jewelry
departments and specialty jewelry stores, which consists of Bailey
Banks & Biddle, Carlyle and Congress stores.  As of January 31,
2009, Finlay operated a total of 674 locations, including 566
departments in seven host store groups in 38 states, as well as
108 stand-alone jewelry stores operating as 69 Bailey Banks &
Biddle stores in 24 states, 34 Carlyle stores in nine states and
five Congress stores located in southwest Florida.

Finlay operates licensed fine jewelry departments in major
department stores for Macy's, Inc., The Bon-Ton Stores, Inc.,
Dillard's, Inc., and Gottschalks where it sells moderately priced
fine jewelry, including necklaces, earrings, bracelets, rings and
watches.  In 2008, Finlay's department store based fine jewelry
sales comprised 59% of its total sales.


FIRST NATIONAL BANCSHARES: Lender Waives Default Through June 30
----------------------------------------------------------------
First National Bancshares Inc., discloses that a lender has
granted a waiver through June 30, 2009, of the lender's ability to
pursue collateral underlying a $15,000,000 line of credit.

According to First National, all other terms and conditions of the
loan documents will continue to exist and may be exercised at any
time.  It acknowledges that the lender may declare an event of
default under the line of credit, revoke the line of credit, and
attempt to foreclose on collateral.

First National relates that, because of its unusually high amount
of nonperforming loans as of December 31, 2008, it was out of
compliance with the covenants governing the line of credit.  The
Company is not permitted to make additional draws on its line of
credit other than to pay interest on the line of credit.  The
Company is currently operating under a waiver of covenant defaults
as of September 30, 2008, that is in effect until the lender
completes its quarterly review of the December 31, 2008 financial
statements relating to this noncompliance.  The Company believes
that the lender will grant waivers quarterly, but it does not have
any assurances in this regard.

At December 31, 2008, and 2007, First National Bancshares' banking
unit, First National Bank of the South, had short-term lines of
credit with correspondent banks to purchase unsecured federal
funds totaling $28 million and $59.5 million, respectively.  The
interest rate on any borrowings under these lines would be the
prevailing market rate for federal funds purchased.

In addition, during the fourth quarter of 2007, the Company
established a line of credit with a third party bank.  The line of
credit, in an amount up to $15,000,000, has a 12-year final
maturity with interest payable quarterly at a floating rate tied
to the Wall Street Journal Prime Rate.  The terms of the line
include two years of quarterly interest payments followed by ten
years of annual principal payments plus quarterly interest
payments on the outstanding principal balance as of December 31,
2009.  The line of credit was secured in connection with the terms
of the Merger Agreement, dated August 26, 2007, between First
National and Carolina National, to support the cash consideration
of the Merger and to fund general operating expenses.

As of December 31, 2008, the Company had an outstanding balance of
$9.5 million on the line of credit.  The Company pledged all of
the stock of its bank subsidiary as collateral for the line of
credit, which contains various debt covenants related to net
income and asset quality.

                        Going Concern Doubt

Elliot Davis LLC in Greenville, South Carolina, has raised
substantial doubt about First National Bancshares' ability to
continue as a going concern.  In its April 29 audit report, Elliot
Davis said the Company's nonperforming assets have increased to
$75.5 million related primarily to deterioration in the credit
quality of its acquisition and development loans, causing the
Company to be out of compliance with certain covenants for its
line of credit.  The uncertainty of the Company's ability to repay
or replace the line of credit or to mitigate actions by their
lender if the lender declares an event of default, revokes the
line of credit or attempts to foreclose on the stock of the
subsidiary that is pledged as collateral, raises substantial doubt
about the Company's ability to continue as a going concern.

                         OCC Consent Order

The Office of the Comptroller of the Currency, the primary federal
regulator of First National Bank of the South, recently completed
a safety and soundness examination of the bank, which included a
review of the bank's asset quality.  On April 27, 2009, First
National Bank entered into a consent order with the OCC, which
contains a requirement that the bank maintain minimum capital
requirements that exceed the minimum regulatory capital ratios for
"well-capitalized" banks.  As a result of the consent order, the
bank is no longer deemed "well-capitalized" regardless of its
capital levels.  Therefore, the Company will need to raise
additional capital, limit growth, or sell assets to increase
capital ratios within 120 days of the execution of the consent
order to meet these standards set forth by the OCC.

The exam report includes a requirement that the bank's board of
directors develop a written strategic and capital plan covering at
least a three-year period.  The plan must establish objectives for
the bank's overall risk profile, earnings performance, asset
growth, balance sheet composition, off-balance sheet activities,
funding sources, capital adequacy, reduction in nonperforming
assets, product line development and market segments planned for
development and growth.

First National anticipates that it will also need additional
capital to take the significant write-downs needed to remove the
majority of nonperforming assets from its balance sheet in a
relatively short time frame, given the particularly challenging
real estate market.

First National recently performed a thorough review of its loan
portfolio including both nonperforming loans and performing loans.
It stress tested its borrowers' ability to repay their loans and
believes that it has identified substantially all of the loans
that could become problem assets in the near future.

"We have projected our estimate of the future possible losses
associated with these potential problem assets which will also
require additional capital if these potential losses are realized.
As a result of the recent downturn in the financial markets, the
availability of many sources of capital (principally to financial
services companies like ours) has become significantly restricted
or has become increasingly costly as compared to the prevailing
market rates prior to the volatility.  We cannot predict when or
if the capital markets will return to more favorable conditions,"
the Company said.  "We are actively evaluating a number of capital
sources and balance sheet management strategies to ensure that our
projected level of regulatory capital can support our balance
sheet and meet or exceed the minimum requirements set forth in the
consent order."

For the year ended December 31, 2008, the Bank recorded a
$20.5 million provision for loan losses, of which $19.0 million
was required to increase the allowance for loan losses to a level
which adequately reflected the increased risk inherent in the loan
portfolio as of December 31, 2008.

First National's assets consist primarily of investment in the
bank and primary activities are conducted through the bank.  As of
December 31, 2008, its consolidated total assets were
$812.7 million, consolidated total loans were $709.3 million
(including mortgage loans held for sale), consolidated total
deposits were $646.9 million, and total shareholders' equity was
approximately $40.6 million.

In January 2008, the Company acquired Carolina National
Corporation and its wholly-owned bank subsidiary, Carolina
National Bank and Trust Company.  As of January 31, 2008, Carolina
National's consolidated total assets were $220.9 million, its
consolidated total loans were $203.3 million, its consolidated
total deposits were $187.3 million, and its total shareholders'
equity was approximately $29.2 million.

                     Management Keeps Optimism

"First National Bancshares has faced many of the same difficulties
the banking industry has confronted during this global recession
-- from capital constraints and devaluation of real estate assets,
to tightened margins and credit losses," Jerry L. Calvert,
President and CEO, of First National Bancshares said.  "In 2009,
with more than $800 million in assets, we remain open for business
as a community bank and have adequate capital to serve consumer
and business customer needs.  First National is reformulating its
portfolio, particularly in regards to real estate and construction
development loans and is positioning itself for increased
liquidity by investment in high-growth South Carolina areas
through its 12 branches."

With the filing of its Form 10-K, the Company's correspondent bank
will review First National Bancshares' 2008 financials to consider
issuing a waiver on a quarterly basis.  Its correspondent bank
generally issues waivers only on a quarterly basis, as is its
policy in dealing with the 27 banks with which it has financial
relationships.

"First National Bancshares also has implemented new procedures for
the purpose of strengthening the Company's capital position and
making its operations and capital acquisition more efficient.
First National Bancshares' goals are to grow deposits, enact
productivity measures, add capital, and remove non-performing
assets," Mr. Calvert said.  Every First National Bancshares
depositor is insured by FDIC by up to $250,000.

"Like many banks across the nation, First National Bancshares has
faced a challenging time with its real estate and construction
loans.  We have disposed of some and written down the value of
others as part of our new processes in dealing with non-performing
assets," Mr. Calvert said.  "Though our outside auditor raises
doubts in its audit report and letter over loan covenants and even
the company's ability as a going concern this year, management
remains optimistic and believes these circumstances represent
temporary conditions that will be alleviated with time, economic
recovery, additional capital, and the bank's resilience in
handling non-performing assets."

A full-text copy of First National Bancshares' Annual Report on
Form 10-K filed with the U.S. Securities and Exchange Commission
is available at no charge at http://ResearchArchives.com/t/s?3c6f

                  About First National Bancshares

First National Bancshares, Inc. (NASDAQ: FNSC) --
http://www.fnbwecandothat.com/-- is an $812-million asset bank
holding company based in Spartanburg, South Carolina.  It provides
a wide range of financial services to consumer and commercial
customers through its wholly owned banking subsidiary, First
National Bank of the South, which has 12 full-service branches in
five South Carolina counties.  A 13th office is expected to open
its doors in the Fort Mill/Tega Cay community of York County in
the second quarter of 2009.


FORBES ENERGY: Moody's Downgrades Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Forbes Energy Services LLC's
Corporate Family Rating to B3 from B2 and the Probability of
Default Rating to Caa1 from B2.  Moody's also downgraded the
company's senior secured notes to B3, LGD3 (34%) from B2, LGD4
(54%).  The outlook is changed to negative.  This concludes the
ratings review initiated on January 23, 2009.

"The downgrade reflects the severe downturn in demand for well
services and the adverse effect on Forbes Energy's rig utilization
and pricing," stated Pete Speer, Moody's Vice-President.  "The
swift change to surplus workover rig capacity combined with the
company's small size in comparison to the market leaders could
result in a prolonged deterioration in earnings and cash flows."

The magnitude and expected duration of the decline in Forbes
earnings will lead to weaker credit metrics than can be borne at
the B2 rating level, resulting in the downgrade of the CFR to B3.
The reduction in E&P capital spending that started in the fourth
quarter of 2008 has rapidly accelerated in 2009 leading to a
decline in utilization across the North American onshore oilfield
services sector, including a sharp decrease in well-servicing and
fluid logistics activity.  This lower activity has also pressured
pricing; leading to a large decrease in Forbes' cash flows
compared to 2008 levels that Moody's believe is likely to extend
throughout 2009 and well into 2010.

The downgrade of the PDR to Caa1 and the negative outlook
highlights Moody's concerns that Forbes market position and tight
liquidity makes it vulnerable to price competition that could
result in significant pressure on the company's liquidity and
potential covenant compliance issues later this year and into
2010.  Forbes is much smaller, more geographically concentrated
and weaker capitalized than the sector leaders, Key Energy
Services, Nabors Industries, and Basic Energy Services.

Forbes B3 CFR and notes rating is supported by the company's
substantial fleet of workover rigs, with nearly all being built
within the last three years.  This provides significant collateral
for the notes with an asset that is tied to comparatively less
volatile production activities.  The company also entered this
sector downturn with lower leverage than several of its similarly
rated peers.

The last rating action was on January 23, 2009 when Moody's placed
Forbes ratings under review for possible downgrade following the
company's commencement of a consent solicitation to amend its bond
covenants to avoid a potential covenant violation.  The company
was able to obtain the necessary consents.

Forbes Energy Services LLC is an oilfield services company based
in Alice, Texas and is a wholly owned subsidiary of Forbes Energy
Services Ltd.


FORD MOTOR: Bank Debt Jumps in Secondary Market Trading
-------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 62.70 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.95 percentage points
from the previous week, the Journal relates.  The loan matures
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

The price of General Motors bank debt also jumped the past week.
Participations in a syndicated loan under which General Motors is
a borrower traded in the secondary market at 64.65 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.37 percentage points
from the previous week, the Journal relates.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

Trading of TRW Automotive bank debt also continued its ascent the
past week.  Participations in a syndicated loan under which TRW
Automotive is a borrower traded in the secondary market at 66.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.00 percentage
points from the previous week, the Journal relates.   The loan
matures February 9, 2014.  The Company pays 150 basis points to
borrow under the facility.  The bank debt carries Moody's B1
rating and S&P's BB rating.

Also, participations in a syndicated loan under which Avis Budget
Car Rental LLC is a borrower traded in the secondary market at
45.47 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.49
percentage points from the previous week, the Journal relates.
The loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

                         About Ford Motor

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

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

                          *     *     *

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

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


GARDNER DENVER: Moody's Affirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has upgraded Gardner Denver Inc.'s
speculative grade liquidity rating to SGL-1 from SGL-2.
Concurrently, Moody's affirmed the corporate family and
probability of default ratings at Ba2 and the rating on the $125
million senior subordinated notes at B1.  The rating outlook
remains positive.

The upgrade of the speculative grade liquidity rating to SGL-1
from SGL-2 reflects Moody's view that GDI should maintain a very
good liquidity profile throughout the next twelve months.  Moody's
expects GDI to generate strong cash flows despite the current
cyclical downturn and existing economic uncertainties given its
solid, albeit declining, earnings base and renewed focus on
working capital management.  Moody's anticipates existing cash
balances ($133 million at March 31, 2009) and ongoing cash flows
to provide significant flexibility for the company in meeting its
debt reduction goals in 2009 and 2010.  The liquidity profile is
bolstered by the company's $310 million revolver due 2013 which
should remain largely undrawn.  GDI is expected to maintain ample
cushion under financial covenants in its credit agreement over the
next twelve months.  As a result, the company should have full
access to its revolver over the intermediate term.

The Ba2 corporate family rating continues to reflect GDI's
geographic and end-market diversification, a growing aftermarket
exposure, strong cash flow generation and solid credit protection
metrics, supported by its low leverage and very good liquidity.
While leverage is currently viewed positively, weakness in key
end-markets, including industrial manufacturing, oil and gas and
transportation, is expected to weigh on earnings as order volumes
decline and visibility of demand for its products remains limited.
However, the ratings contemplate free cash flow benefiting from
ongoing cost reduction initiatives, working capital liquidation
and lower growth capital investments.  As a result of GDI's
conservative financial posture, which calls for significant debt
reduction, cash flows are expected to be used to stabilize
leverage despite the increased business risk.

Sequential improvement in earnings and order volumes, margin
improvement, and sustained debt reduction - absent event risk such
as a material acquisition or share repurchases - are key
considerations for an upgrade of the long term ratings.  However,
Moody's cautions that the outlook may be stabilized if these
factors do not materialize throughout 2009.

This rating was upgraded:

  -- Speculative grade liquidity rating to SGL-1 from SGL-2

These ratings were affirmed:

  -- Ba2 corporate family rating;

  -- Ba2 probability of default rating; and

  -- B1 (LGD 6, 93%) (from LGD 6, 92%)) rating on the $125 million
     senior subordinated notes.

The last rating action was on September 6, 2007 when the rating
outlook was changed to positive from stable.

Headquartered in Quincy, Illinois, GDI is a leading manufacturer
of highly engineered compressors and vacuum products for
industrial applications as well as a leading manufacturer of fluid
transfer products used in oil and gas well drilling and servicing,
industrial cleaning/maintenance and transportation industries. GDI
is also a leading supplier of pumps and compressors to OEM's for
application including medical and laboratory equipment, gasoline
vapor and refrigeration recovery, printing and packaging.
Revenues for the twelve months ending March 31, 2009 were
approximately $2 billion.


GENERAL GROWTH: 9 Malls Should be Dropped from Ch. 11, Says Lender
------------------------------------------------------------------
ING Clarion Capital Loan Services LLC, the special servicer for
lenders with mortgages on certain properties of General Growth
Properties Inc., said that nine shopping malls owned by General
Growth should be tossed out of bankruptcy reorganization, Bill
Rochelle at Bloomberg News reported.

According to Mr. Rochelle, Clarion says the mortgages on all of
the nine properties are current, there are no defaults, none of
the mortgages are maturing soon, and cash flows cover the malls'
expenses.

Clarion has filed with the U.S. Bankruptcy Court for the Southern
District of New York a motion to dismiss the Chapter 11 cases of
the nine companies, citing that their bankruptcy cases were filed
in "bad faith."

Clarion says non-dismissal will "wreak havoc with the structured
finance market if allowed to proceed."

General Growth said April 22 that certain additional subsidiaries,
including eight regional shopping centers, are also voluntarily
seeking relief under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of New York.  GGP previously announced on April 16, 2009
that approximately 158 regional shopping centers and certain other
subsidiaries voluntarily sought relief to reduce and restructure
their debts under chapter 11.

Other subsidiaries, including GGP's third party management
business and GGP's joint ventures, have not filed for protection.

All day-to-day operations and business of all of GGP's shopping
centers and other properties will continue as usual.

"We filed these additional companies under chapter 11 as part of
our overall plan to restructure our debt.  We do not currently
contemplate that additional GGP subsidiaries will file for
protection, although it is possible that circumstances could
change during the restructuring process," said Adam Metz, chief
executive officer of General Growth Properties, Inc.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL MOTORS: Canadian Unit Gets $3-Bil. Term Loan from EDC
-------------------------------------------------------------
General Motors of Canada Limited, a wholly owned subsidiary of
General Motors Corporation, on April 29, 2009, entered into a Loan
Agreement with Export Development Canada and other Loan Parties,
which provides GMCL with up to C$3.0 billion in a 3-year term
loan, to be drawn in C$500 million increments.

Amounts outstanding under the Loan Agreement accrue interest at a
rate per annum equal to the three-month CDOR rate (which will be
no less than 2.0%) plus 3.0%, and accrued interest is payable
quarterly.  GMCL may voluntarily repay the Loans in whole or in
part at any time.  Once repaid, amounts borrowed under the Loan
Agreement may not be reborrowed.

With certain exceptions, GMCL's obligations under the Loan
Agreement are secured by a first lien on substantially all of its
unencumbered assets, a second lien on certain of its assets
previously pledged as collateral under an existing credit
facility, and a first lien on its ownership interest in the
Subsidiary Guarantors and in a portion of General Motors Product
Services Inc.

The Loan Agreement has been guaranteed by GM Corp., and by 1908
Holdings Ltd., Parkwood Holdings Ltd., and GM Overseas Funding
LLC, each of which is a subsidiary of GMCL (collectively, the
"Subsidiary Guarantors").  GM Corp.'s guarantee of GMCL's
obligations under the Loan Agreement is secured by a lien on the
equity of GMCL. Because 65% of the Parent's ownership interest in
GMCL was previously pledged to the United States Department of the
Treasury under the U.S. Loan and Security Agreement dated as of
December 31, 2008 by and between GM Corp and the U.S. Treasury, in
connection with the Loan Agreement EDC received a first lien on
35% of the Parent's equity interest in GMCL and a second lien on
the remaining 65%. The Subsidiary Guarantors pledged their
respective assets to secure their guarantee of the Loan Agreement.

The Loan Agreement contains various representations and warranties
made by GMCL, GM Corp., and the Subsidiary Guarantors on the
Effective Date and each Funding Date.  The Loan Agreement also
contains various affirmative covenants requiring GMCL, GM Corp.,
and the Subsidiary Guarantors to take certain actions and negative
covenants restricting the ability of GMCL, GM Corp., and the
Subsidiary Guarantors to take certain actions.

The affirmative covenants impose obligations on GMCL and the
Subsidiary Guarantors with respect to, among other things,
financial and other reporting to EDC, reporting on and
preservation of the collateral pledged in connection with the Loan
Agreement and related guarantees, compliance with applicable laws,
and performance of due diligence reviews.  The affirmative
covenants bind GM Corp. with respect to, among other things,
financial and other reporting to EDC, reporting on and
preservation of the collateral pledged in connection with the
guarantee, and performance of due diligence reviews.

The negative covenants in the Loan Agreement obligate GMCL and the
Subsidiary Guarantors with respect to, among other things,
fundamental changes in organizational structure or lines of
business, transactions with affiliates, liens, distributions,
amendments or waivers of certain agreements, prepayments of senior
loans, indebtedness, investments, restrictions on pension plans
and other pension fund matters, actions adverse to the collateral
pledged in connection with the Loan Agreement and related
guarantees, limitations on the sale of assets, and change to joint
venture agreements.  The negative covenants in the Loan Agreement
restrict the Parent with respect to, among other things, liens,
amendments or waivers of certain agreements, actions adverse to
the collateral pledged in connection with the guarantee, and
limitations on the sale of assets.

The Loan Agreement also specifies various events of default that
could entitle the EDC to accelerate the repayment of amounts
borrowed under the Loan Agreement, including but not limited to
failure to pay principal or interest on the EDC Loans, failure by
the Parent or the Subsidiary Guarantors to pay on their
guarantees, failure to pay other amounts due under the loan
documents, failure to perform the covenants in the loan documents,
the representations and warranties in the EDC Loan Agreement being
false or misleading in any material respect, undischarged
judgments in excess of US $20 million; certain bankruptcy events,
the termination of any loan documents, or an event of default
under the U.S. Loan Agreement or related agreements. In addition,
a termination event will occur if EDC has not issued the Plan
Completion Certificate by the Certification Deadline of June 1,
2009 (or later if extended by EDC).

                     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: Bank Debt Jumps in Secondary Market Trading
-----------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 64.65 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.37 percentage points
from the previous week, the Journal relates.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

The price of Ford Motor Co. bank debt also jumped last week.
Participations in a syndicated loan under which Ford is a borrower
traded in the secondary market at 62.70 cents-on-the-dollar during
the week ended May 1, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents an increase of 6.95 percentage points from the previous
week, the Journal relates.  The loan matures December 15, 2013.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's Ca rating and S&P's CCC+
rating.

Trading of TRW Automotive bank debt also continued its ascent the
past week.  Participations in a syndicated loan under which TRW
Automotive is a borrower traded in the secondary market at 66.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.00 percentage
points from the previous week, the Journal relates.   The loan
matures February 9, 2014.  The Company pays 150 basis points to
borrow under the facility.  The bank debt carries Moody's B1
rating and S&P's BB rating.

Also, participations in a syndicated loan under which Avis Budget
Car Rental LLC is a borrower traded in the secondary market at
45.47 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.49
percentage points from the previous week, the Journal relates.
The loan matures April 1, 2012.  The Company pays 125 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and S&P's CCC+ rating.

                     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: Opel's Merger With Fiat May Lead to Plant Closure
-----------------------------------------------------------------
A senior German official said that Adam Opel GmbH might close one
of its plants if it merges with Fiat SpA, Stacy Meichtry and
Marcus Walker at The Wall Street Journal report.

WSJ relates that Fiat CEO Sergio Marchionne met with German
officials on Monday to present his plan for merging the company
with GM's European operations, which include Opel and British
automaker Vauxhall.  Citing German Economy Minister Karl-Theodor
zu Guttenberg, WSJ states that Mr. Marchionne proposed that Opel
to keep three of its four plants in Germany.  Mr. zu Guttenberg
said that the plan left in doubt the fate of Opel's engine plant
in Kaiserslautern, according to WSJ.

Mr. zu Guttenberg said that Mr. Marchionne assured that potential
layoffs in Germany won't be "too dramatic," WSJ states.  Mr.
Marchionne, according to WSJ, hasn't said whether he intends to
eliminate jobs in Europe.  Automakers need to rein in production
costs to survive, WSJ says, citing Mr. Marchionne.

WSJ notes that Mr. Marchionne would have to wrest concessions from
labor unions in Italy and Germany, which both have laws making it
difficult to lay off workers.

            Lawsuits Imminent on Closure of Dealerships

Automotive News reports that GM could face lawsuits from closed
dealerships due to the Company's restructuring plans.

According to Automotive News, GM's dealership plans will lead to:

     -- reduction of stores by 2700 by the end of 2010.  GM had
        6273 U.S. dealerships, excluding Saab, at year end 2008;

     -- termination of 1000 to 1200 dealerships deemed poor
        performers;

     -- closure of 500 dealerships due to normal attrition.

     -- letting go of 500 dealerships with the sale of Hummer,
        Saturn and Saab;

     -- losing of 35 dealerships with the phaseout of Pontiac; and

     -- consolidation of about 500 dealerships in buy/sell or
        other talks that GM will manage.

Automotive News relates that GM officials will send letters to
around 1200 dealerships slated for franchise contract termination.
Those dealerships, says the report, are considered "poor
performers" due to:

     -- poor sales,
     -- poor customer service feedback, and
     -- being located in dealer-saturated metro areas.

Citing GM officials, Automotive News states that approximately one
in six dealerships are labeled as poor performers.  The report
states that GM will buy back the closed dealerships' remaining
vehicle and parts inventories, although no compensation will be
given for other extraneous business losses or expenditures.

GM may be protected from the barrage of lawsuits if it is forced
to declare bankruptcy, Automotive News says, citing some lawyers.
Many dealers have already hired attorneys who are ready to take
legal action against GM if the Company doesn't go into bankruptcy,
Automotive News states.

           GM Must Buy Back Delphi Plants, Says Senator

Sen. Charles Schumer urged GM to buy back the plants in Lockport,
Rochester, and two other locations from Delphi Corp., Thomas
Hartley at Business First of Buffalo reports.

Citing Sen. Schumer, Business First relates that the four Delphi
plants are considered essential to GM's operation and are seen as
likely to be the first to become profitable again as the economy
turns around.

According to Business First, Sen. Schumer said that the deal would
ensure GM a secure parts supply for vehicle production.  The deal
would also bring security for job retention at the two Upstate
plants of Delphi, the report states.  Sen. Schumer said in a
statement that leaders should work to reach an agreement to
reunite GM and Delphi.

Sen. Schumer's office said that the senator has discussed GM's
purchase of the plants with the Obama administration, which
supports the plan, Business First reports.

                     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.


GEORGIA GULF: Bank Debt Sells at 36% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Georgia Gulf is a
borrower traded in the secondary market at 63.42 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.75 percentage points
from the previous week, the Journal relates.   The loan matures
October 3, 2013.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's CCC rating.

                        About Georgia Gulf

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

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

                           *     *     *

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


GMAC FINANCIAL: Posts $675 Million 1st Quarter 2009 Net Loss
------------------------------------------------------------
GMAC Financial Services reported a first quarter 2009 net loss of
$675 million, compared to a net loss of $589 million in the first
quarter of 2008.  Results in the quarter were primarily
attributable to continued pressure in mortgage operations related
to valuation adjustments on mortgage servicing assets, weaker
credit performance on both auto and mortgage assets, mark-to-
market adjustments on derivatives, and an original issue discount
related to the fourth quarter debt exchange.  The losses were
partially offset by profitable performance in the insurance
business and $631 million in after-tax gains on debt
extinguishment transactions.

"The effects of a soft economy and weaker credit performance on
legacy assets continued to put pressure on GMAC's financial
performance in the quarter.  We continue to manage through this
economic cycle and focus on strengthening operations for the long-
term," said GMAC Chief Executive Officer Alvaro G. de Molina.
"There were also several signs of progress to mention, such as
expanding retail auto lending, maintaining our commitment as a
leader in wholesale financing, re-entering the prime jumbo
mortgage market, and increasing bank deposits by about $3 billion
from the end of the year."

"In addition, last week we announced another milestone in the
company's history -- that GMAC will be the preferred provider of
auto finance products and services for Chrysler dealers and
customers," said Mr. de Molina.  "This agreement leverages GMAC's
strengths, diversifies our auto finance business and provides new
revenue opportunities for the Company."

The U.S. government has indicated that it intends to support GMAC
in promoting the availability of credit for dealers and customers.

GMAC was advised by Wachtell, Lipton, Rosen & Katz and Morgan
Stanley in the Chrysler transaction.

                      Liquidity and Capital

GMAC's consolidated cash and cash equivalents were $13.3 billion
as of March 31, 2009, down from $15.2 billion at December 31,
2008. Included in the consolidated cash and cash equivalents
balance are $1.7 billion at Residential Capital, LLC, $3.9 billion
at GMAC Bank, and $562 million at the insurance business.  The
change in consolidated cash is primarily related to an increase in
lending activities at GMAC Bank and GMAC debt maturity payments.

GMAC Bank total assets were $36.4 billion at quarter-end, which
included $10.8 billion of assets at the auto division and
$25.6 billion of assets at the mortgage division. This compares to
$32.9 billion of assets at December 31, 2008. Deposits increased
in the first quarter to $22.5 billion as of March 31, 2009, which
included $11.0 billion of retail deposits, $9.5 billion of
brokered deposits, and $2.0 billion of other deposits.  This
compares to $19.3 billion of deposits at December 31, 2008, with
$7.2 billion of retail, $10.6 billion of brokered, and
$1.5 billion of other deposits.

GMAC's total equity at March 31, 2009, was $22.0 billion, up from
$21.9 billion at December 31, 2008.  During the first quarter,
GMAC completed a rights offering whereby GM and FIM Holdings
collectively purchased an additional $1.25 billion of GMAC common
equity interests.  In addition, GMAC completed a private
transaction that extinguished certain debt and was the primary
driver of a $631 million increase in equity.  The transactions
strengthened the company's capital position.  At quarter-end,
GMAC's Tier 1 capital ratio was 10.6%, and the Tier 1 common ratio
was 7.3%.

                      Global Automotive Finance

GMAC's global automotive finance business reported net income of
$225 million in the first quarter of 2009, compared to net income
of $258 million in the year-ago period.  Results were driven
primarily by weaker credit performance, which was partially offset
by lower interest expense due to lower debt balances.

New vehicle consumer financing originations during the first
quarter of 2009 significantly decreased to $3.4 billion from
$13.1 billion in the first quarter of 2008.  In comparison to the
prior period, however, origination levels in the first quarter of
2009 increased from extremely low levels in the fourth quarter of
2008, which totaled $2.7 billion.  On December 30, 2008, directly
after receiving an investment from the U.S. Treasury's Troubled
Asset Relief Program (TARP), GMAC expanded its new North American
retail auto financing activities from fourth quarter 2008 levels
by $1.1 billion.

The company announced further actions on April 1, 2009, to expand
retail credit and promote automotive sales in the U.S. In
addition, GMAC implemented actions to reduce stress on U.S.
dealers during this difficult economic environment.  These actions
include eliminating all dealer curtailment payments for aged
inventory for the month of April, waiving the fee for dealers to
post aged vehicles on GMAC's SmartAuction, and allowing qualified
dealers the option to defer wholesale interest charges for two 30-
day periods.  GMAC continued to demonstrate its support of
automotive dealers by announcing additional actions on April 30,
2009, including extending the curtailment waiver for the month of
May and accepting new applications for wholesale financing from
qualified U.S. dealers of GM and non-GM franchises.

Credit losses increased in the first quarter of 2009 to 2.41% of
managed retail assets, versus 1.34% in the first quarter of 2008.
The significant increase is related to higher frequency of losses
in North America and Europe and increased severity in North
America.  The increase is primarily attributable to weaker
economic conditions and a smaller asset base.  While credit losses
are also up on a quarter-over-quarter basis due to frequency and
an aging portfolio, severity in the first quarter of 2009 has
improved compared to the fourth quarter of 2008.

Delinquencies, which are contracts more than 30-days past due,
also increased to 3.08% in the first quarter of 2009, compared to
2.42% in the first quarter of 2008.  Driving the increase is
weaker economic conditions in certain international markets, such
as Spain and Colombia, and a smaller asset portfolio in North
America and Europe.

                             Insurance

GMAC's insurance business recorded net income of $50 million, down
from net income of $132 million in the first quarter of 2008.  The
change in performance reflects investment impairments, the sale of
the U.S. reinsurance business in 2008 and overall lower volume due
to the difficult economic climate, weak vehicle sales and
repositioning the U.S. personal lines business.

The carrying value of the insurance investment portfolio was
$5.0 billion at March 31, 2009, compared to $7.2 billion at
March 31, 2008.  This decline was related to the sale of the
reinsurance business, unfavorable foreign currency movement and
changes in unrealized losses.

On April 2, 2009, GMAC completed the sale of MEEMIC Insurance
Company.  This transaction, along with the sale of the U.S.
reinsurance business in the fourth quarter of 2008, provided
additional capital to strengthen the core operation of automotive-
related insurance products.

                         Mortgage Operations

GMAC's mortgage operations, which include the ResCap legal entity,
the GMAC Bank mortgage operation, and the ResMor Trust Canadian
mortgage operation, reported a net loss of $125 million for the
first quarter of 2009, compared to a net loss of $859 million in
the year-ago period.  Results reflect unfavorable servicing asset
performance (net of hedge) and high credit-related costs, which
were partially offset by a gain of approximately $900 million from
the extinguishment of debt.

U.S. mortgage loan origination volume has begun to show signs of
improvement.  Loan production in the first quarter of 2009 was
$13.2 billion, compared to $8.2 billion in the fourth quarter of
2008.  Production in the quarter was down, however, from the year-
ago level of $18.7 billion.  Margins have improved due to higher
government production and favorable interest rates have led to an
increased level of refinance activity.  The Company has also re-
entered the prime jumbo loan market.

GMAC's international mortgage business continues to see increased
delinquency rates and declining home prices in the United Kingdom
and Spain.  Operational streamlining efforts in that business have
been in place since the first quarter of 2008.

As part of its loss mitigation efforts, GMAC has formalized its
participation in the Home Affordable Modification Program, which
was created to assist struggling homeowners.  The Company has
currently distributed approximately 100,000 financial packages to
homeowners who are potentially eligible for modifications under
the program.

                       Corporate and Other

GMAC's corporate and other segment reported a net loss of
$825 million in the first quarter of 2009, compared to a net loss
of $120 million in the prior period.  The main drivers of results
were the elimination of the $900 million gain on the debt
extinguishment in mortgage operations and a valuation adjustment
on assets.  Also adversely affecting results was $267 million of
original issue discount amortization related to the bond exchange,
which led to an increase in interest expense.  Partially
offsetting results were gains of $631 million related to debt
extinguishment transactions.

                           2009 Outlook

GMAC is fully engaged in extending credit to consumers and
businesses.  The Company continues to lend to auto dealers, has
expanded credit to automotive retail customers, and recently re-
entered the prime jumbo mortgage market.  GMAC has leveraged its
position as a bank holding company and receipt of the Troubled
Asset Relief Program investment to continue lending activities.

GMAC's commitment to the U.S. auto industry, in particular, has
been reinforced by the agreement to provide automotive financing
products and services to Chrysler dealers and customers.  This new
business is expected to begin as soon as practicable and no later
than mid-May.

Looking ahead, the economic environment remains challenged --
market-based funding remains scarce, economic conditions are soft
and credit quality continues to deteriorate.  GMAC remains
committed to working through these challenges by implementing its
five core strategies:

    * Transition to and meet all bank holding company requirements

    * Strengthen liquidity and capital position

    * Build a world-class organization

    * Expand and diversify customer-focused revenue opportunities,
      with available funding driving originations

    * Drive returns by repositioning risk profile and maximizing
      efficiencies

                         About GMAC

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
March 31, 2009, the company had approximately $180 billion in
assets and serviced 15 million customers around the world.

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

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

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                         *     *     *

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


GSCP LP: Moody's Downgrades Senior Debt Rating to 'Ca' from 'Caa1'
------------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
GSCP (NJ), L.P. to Ca from Caa1 and placed the rating on review
for possible further downgrade.  The rating action was driven by
GSC's default on a scheduled amortization payment on the company's
bank term loan.  GSC is the borrowing entity of GSC Group, an
asset management firm specializing in credit-based alternative
investment strategies.

Moody's believes that in meeting required future bank loan
amortizations, GSC is presently considered to be highly dependent
on realizing gains from asset sales in the distressed debt and
equity funds segment of the business.  Moody's VP/Senior Credit
Officer Matthew Noll commented, "Our rating review will evaluate
GSC's efforts to reduce the uncertainties with debt obligations
and devise a viable going-forward plan as an investment manager."

Moody's noted that GSC has been under significant rating pressure
since December 2007 when severe disruptions in structured credit
markets arose primarily due to the crisis in the sub-prime
mortgage market.  Since that time, GSC's managed investment
vehicles (corporate credit CDOs and CLOs, mezzanine funds and
distressed debt and equity funds) have been greatly impacted by
the spread of macroeconomic driven credit concerns in many of the
underlying assets in GSC's funds.  Absent of investment carry
(performance based fees) from these funds, GSC relies on nominal
management fees and realizations of gains from its general partner
interests.  CDO and CLO fund management fees are subject to
further risks such as possible forced liquidations by controlling
tranche holders.  Moody's stated that the realization of gains
from general partnership interests -- specifically in its long
term distressed debt and equity funds -- are subject to a high
degree of uncertainty in timing and realized value.

The rating agency stated that the review for downgrade will allow
for further assessment of the company's potential options for a)
reducing leverage and restructuring the company's balance sheet
and b) addressing the uncertainties of realizations of asset sales
and c) reestablishing a more viable plan for continuing its
business within the credit space.

The rating agency said that GSC could be downgraded to C if the
company does not communicate and implement a comprehensive plan
that addresses GSC's capital structure and business plans or if it
becomes likely that loss severities in the bank facility will be
50% or greater.

GSC's rating could be moved back to stable or upgraded if a viable
restructuring plan is outlined with a limited loss to creditors.
Furthermore, Moody's would look for evidence that a) GSC's fund
distributions and its management fee income become better
stabilized, b) there is a reduction in the potential for further
deterioration in the performance of GSC's financial and liquidity
profile, and c) evidence of successful capital raising for future
alternative investment funds.

These ratings were downgraded and placed on review for possible
further downgrade:

  -- GSCP (NJ), L.P.: senior secured debt rating to Ca

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $18 billion as of September 30,
2008.

The last rating action on GSC was on March 5, 2009 when the
company's senior debt rating was downgraded to Caa1 from B3 with a
negative outlook.


HUNTSMAN ICI: Bank Debt Sells at 18% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 82.07 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 7.44 percentage points
from the previous week, the Journal relates.   The loan matures
April 23, 2014.  The Company pays 150 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba1
rating and S&P's B+ rating.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.

As reported by the TCR on March 19, 2009, Standard & Poor's
Ratings Services said it lowered its ratings on Huntsman Corp.,
including its corporate credit rating to 'B' from 'BB-'.  The
ratings remain on CreditWatch with negative implications.  At the
same time, S&P assigned its '5' recovery rating, indicating the
expectation of modest recovery (10%-30%) in the event of a
default, to Huntsman International LLC's existing $300 million
senior unsecured notes. S&P also assigned a '6' recovery rating,
indicating the expectation of negligible recovery (0%-10%) in the
event of a default, to Huntsman International LLC's existing
subordinated notes aggregating $1.285 billion.


IMPART MEDIA: Files 2008 Quarterly Reports With the SEC
-------------------------------------------------------
Impart Media Group, Inc., on Friday delivered to the Securities
and Exchange Commission three quarterly reports on Form 10-QSB
for:

     -- the three months ended December 31, 2007 and 2006,
        available at no charge at:

             http://ResearchArchives.com/t/s?3c71

     -- the three and six months ended March 31, 2008 and 2007,
        available at no charge at:

             http://ResearchArchives.com/t/s?3c72

     -- the three and nine months ended June 30, 2008 and 2007,
        available at no charge at:

             http://ResearchArchives.com/t/s?3c73

On April 6, 2009, Impart Media filed its Annual Report on Form
10-KSB for the transition period from January 1, 2007 to
September 30, 2007, available at no charge at:

             http://ResearchArchives.com/t/s?3c74

The Company disclosed $3.9 million in total assets and
$12.9 million in total liabilities, resulting in $8.9 million in
stockholders' deficit, as of June 30, 2008.

On February 14, 2008, an involuntary petition was filed before the
U.S. Bankruptcy Court for the Southern District of New York
against IMG for relief under Chapter 11 of the Bankruptcy Code.
On May 21, 2008, the Company's wholly-owned subsidiary, Impart,
Inc., filed its own voluntary petition under the Bankruptcy Code.
Both Chapter 11 cases were jointly administered by the Hon. Robert
E. Gerber under case number 08-10510.

Following the filing of an involuntary petition, but before the
Order for Relief Date and before Impart filed its voluntary
petition, the Debtors and Enable Growth Partners, L.P., Enable
Opportunity Partners, L.P., Pierce Diversified Strategy Master
Fund, ENA, Hudson Bay Fund, L.P., Hudson Overseas Fund, Ltd.,
engaged in successful negotiations for a consensual restructuring
of the Debtors.  In connection with the implementation of the
restructuring, on May 8, 2008, the Debtors, E&M Advertising, Inc.,
and the Creditor Proponents entered into a Restructuring Agreement
which provided for consent to the involuntary Chapter 11 filing
against IMG, a voluntary Chapter 11 filing by Impart and the
Debtors' best efforts to consummate the restructuring through a
pre-negotiated plan of reorganization.  IMG consented to
bankruptcy relief, and the Bankruptcy Court entered an order for
relief under Chapter 11 on May 21, 2008.

Pursuant to the Restructuring Agreement, the Debtors entered into
an Asset Purchase Agreement for the sale of the Seattle operations
to Novus Communication Technologies, Inc., for $390,000.  In
addition, the Debtors entered into a Management Agreement with
Novus, by which Novus not only managed the Debtors' Seattle
Business before closing on the APA, but assumed substantial
postpetition obligations.  By Order dated June 20, 2008, the
Bankruptcy Court approved the rejection of the lease for the
Debtors' warehouse and office facilities located at 1300 N.
Northlake Way, Seattle, Washington, as the premises would not be
used by Novus.

In addition, IMG sought Bankruptcy Court approval of the sale of
its stock in Impart Media Advertising, Inc., to an entity
controlled by IMA's president for $100,000.  Pursuant to the IMA
agreement, IMA, the Purchaser, and the Debtors exchanged mutual
releases.  IMA waived potential claims against the Debtors of
approximately $5.0 million.  As the purchaser of the Debtors'
stock in IMA, the Purchaser assumed responsibility for IMA's
liabilities.  The IMA Stock Payment was to be made over four
months and was secured by all of the assets of IMA and the
Purchaser entity.

On September 17, 2008, Debtors IMG and Impart, Inc., and Enable
Growth Partners, L.P., Enable Opportunity Partners, L.P., Pierce
Diversified Strategy Master Fund, ENA, Hudson Bay Fund, L.P., and
Hudson Overseas Fund, Ltd., filed with the Bankruptcy Court a plan
of reorganization consolidating the two cases.  On January 29,
2009, the Plan was confirmed by the Bankruptcy Court and went
effective on February 11, 2009.

Pursuant to the Plan, administrative and priority creditors will
be paid 100% of their claims and general unsecured creditors will
receive their pro-rata share of the remaining cash.  The Creditor
Proponents waived cash distributions on all of their claims and
will receive equity in the reorganized Company.  Pursuant to the
Plan, all equity interests existing at the time of the bankruptcy
filing, including common stock, preferred stock, options, and
warrants, were cancelled, and the convertible debentures were
satisfied.

In May 2007, the Company entered into a securities purchase
agreement and a registration rights agreement with six
institutional investors, pursuant to which, the Company agreed to
sell unsecured convertible debentures.  The Company was required
to commence monthly redemption against the principal amount on
December 1, 2007.  In lieu of making principal payment, the
Company commenced negotiations to restructure its obligations
under the terms of the Convertible Debentures on December 3, 2007.
The Company has not obtained a waiver and was declared in default.

Pursuant to the terms of the Convertible Debentures, the default
gives each investor the option to declare immediately due and
payable all obligations under the Convertible Debentures at an
amount equal to all costs, fees and liquidated damages plus the
greater of (i) 130% of the outstanding principal amount of the
debenture plus accrued interest thereon or (ii) the outstanding
principal amount of the debenture plus accrued interest thereon
divided by the conversion price on the date of the default
(approximately 25,890,000 shares).  In December 2007, the Company
accrued the 30% penalty totaling $630,000 as additional interest
expense.

In February 2009, the Convertible Debentures, including all
accrued interest and penalties, were satisfied in exchange for
equity in the Reorganized Company in accordance with the
provisions of the Plan.

The Company currently has no business operations and therefore, no
sources of revenue.  There are no products or services being
offered and there are no plans to begin offering products or
services in the future.

Impart Media Group, Inc., headquartered in Seattle, Washington,
provided digital signage in the business-to-consumer media sector.
The Company also provided consulting, design, integration,
fabrication, assembly, IP connectivity, quality assurance,
creative production, installation, onsite maintenance, web-data
hosting, network monitoring and content management services
throughout the United States (and in global markets through its
authorized distributors).  As a result of the Company's
acquisition of E&M Advertising, Inc., and its affiliates, renamed
Impart Media Advertising, Inc., in February 2006, the Company also
provided offline and online direct response advertising
capabilities.


INVERNESS MEDICAL: Moody's Assigns 'B3' Rating on $200 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned B3 to the proposed $200 million
senior subordinated notes due 2016 of Inverness Medical
Innovations, Inc.  Concurrently, Moody's affirmed the company's B1
Corporate Family and Probability of Default ratings.  Moody's also
affirmed the first lien facility ratings and upgraded the second
lien term loan by one notch, reflecting the proposed incremental
junior indebtedness.  The outlook for the ratings is stable.

The proceeds from the proposed notes will be used for general
corporate purposes (including future acquisitions) and to complete
the acquisition of ACON Laboratories, Inc., a world-wide provider
of diagnostic test kits in the consumer, point-of-care and
laboratory markets.  The acquisition will be for about $200
million (about 11 times EBITDA) and is pursuant to a March 2006
agreement to acquire certain ACON diagnostics businesses (mostly
in emerging markets) if certain financial performance and
operating conditions were satisfied.  The transaction closed on
April 30, 2009 and $80 million of the purchase price was paid in
cash, with the remainder paid over the next two years (either in
cash or stock).

The ratings benefit from Inverness Medical's strong competitive
position within the point-of-care diagnostic tools market, credit
metrics in line with the B1 Corporate Family Rating as well as
solid cash flow generation.  The company's diverse product
offering, supported by a track record of technological innovation,
positions the company well to serve hospitals and other healthcare
providers.  Although questions remain as to the extent of possible
synergies with the diagnostics business, the company's recent
expansion into health and wellness programs through the
acquisitions of Alere Medical, ParadigmHealth and Matria provides
diversification benefits.  The company's health management
business also benefits from a diverse customer base which includes
private and government sponsored health plans, and large
employers.

Leverage is relatively high in the context of the company's growth
strategy and a recent string of transformative acquisitions.  The
ratings are further constrained by Inverness Medical's acquisitive
growth strategy, ongoing integration risk associated with material
acquisitions and technological risk inherent in the highly
competitive medical diagnostics industry.  Although clearly
diversifying, the strategic rationale for Inverness Medical's
relatively recent expansion in health management remains unproven
and presents additional risks associated with the potential for
significant incremental investment requirements and execution
risks.  Ongoing reimbursement pressures on healthcare providers
and insurers present additional risks.

Moody's took these rating actions:

  -- Assigned B3 (LGD5, 89%) to the proposed $200 million senior
     subordinated notes due 2016;

  -- Upgraded the $250 million Second Lien Term Loan due 2015 to
     B2 (LGD5, 73%) from B3 (LGD5, 81%);

  -- Affirmed the Ba3 (LGD3, 30%) rated $150 million Senior
     Secured Revolver due 201;

  -- Affirmed the Ba3 (LGD3, 30%) rated $900 million Senior
     Secured Term Loan due 2014;

  -- Affirmed the B1 Corporate Family Rating;

  -- Affirmed the B1 Probability of Default Rating; and

  -- Affirmed the SGL-3 Speculative Grade Liquidity rating.

The outlook for the ratings is stable.

Moody's also assigned these ratings pursuant to the company's
April 10, 2009 registration filing:

  -- Senior secured shelf: (P)Ba3;
  -- Senior unsecured shelf: (P)B3;
  -- Senior subordinated shelf: (P)B3; and
  -- Preferred shelf: (P)Caa1.

The last rating action on Inverness was taken on March 19, 2009
when the company's Corporate Family Rating was upgraded to B1 from
B2.

Inverness Medical Innovations, headquartered in Waltham,
Massachusetts, operates in health management, professional and
consumer diagnostics, as well as vitamins and nutritional
supplements.  The health management business includes disease
management, maternity management, and wellness.  Through its
professional and consumer diagnostics businesses, Inverness
Medical develops, manufactures and markets advanced consumer and
professional medical diagnostic products.  Diagnostic products
focus on infectious disease, cardiology, oncology, drugs of abuse
and women's health.  Pro forma for recent acquisitions, revenues
for fiscal 2008 were about $1.8 billion.


INVERNESS MEDICAL: S&P Assigns 'B-' Rating on $200 Mil. Debt
------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' subordinated
debt rating to Waltham, Massachusetts-based Inverness Medical
Innovation Inc.'s (B+/Positive/-) announced $200 million senior
subordinated debt offering due 2016.  At the same time, Standard &
Poor's assigned a recovery rating of '6', indicating negligible
recovery (0-10%).  Proceeds will be used for general corporate
purposes.

The ratings on Inverness Medical Innovations Inc. reflect the
company's appetite for growth through acquisitions, the uncertain
prospects of its aggressive move into the health management
business, and high leverage.  These concerns are partially offset
by the company's expanding offerings of professional rapid
diagnostic product sand management's willingness to use
significant equity capital financing.

Inverness recorded a solid first-quarter 2008 performance, despite
a weak flu season and declining physician office visits in the
U.S. because of the weak economy.  Meanwhile, the company
continues to work on stabilizing its newer disease management
business.  Should the company demonstrate sustained success at
integrating its acquisitions while maintaining leverage in the
4.0x-4.5x range despite an active acquisition program, S&P may
raise the ratings over the next year.  Given good growth prospects
and the possibility for additional operational improvements, S&P
expects modest, steady improvements in its credit and operating
measures over the near term.  However, the company's strategy of
offering professional diagnostics tests and health care management
services is still recent and unproven.  Furthermore, the current
recession raises the possibility of lessened demand for Inverness'
products and services, given a decline in doctor's office visits
and/or companies' eagerness to cut costs.

                          Ratings List

                Inverness Medical Innovations Inc.

      Corporate Credit Rating                 B+/Positive/--

                         Ratings Assigned

  Subordinated US$200 mil due 2016      B-; Recovery rating 6

                        Ratings Affirmed

                         Senior Secured

          US$250 mil. 2nd lien term fac bank ln       B-
          due 12/31/2015
           Recovery rating                            6

          US$150 mil. revolving credit fac            BB
          bank ln due 12/31/2013
           Recovery rating                            1

          US$975 mil. term loan B bank ln due         BB
          12/31/2014
           Recovery rating                            1

         Senior secured                               B-
         Senior secured                               BB
         Subordinated                                 B-
         Preferred stock                              CCC+


ISLE OF CAPRI: Bank Debt Sells at 20% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos is a borrower traded in the secondary market at 80.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 5.40 percentage
points from the previous week, the Journal relates.   The loan
matures December 19, 2013.  The Company pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and S&P's B+ rating.

Las Vegas Sands bank debt rose in secondary market trading last
week.  Participations in a syndicated loan under which Las Vegas
Sands is a borrower traded in the secondary market at 59.98 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.25 percentage points
from the previous week, the Journal relates.   The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Participations in a syndicated loan under which Las Vegas Sands'
unit, Venetian Macau US Finance Co. LLC is a borrower traded in
the secondary market at 37.88 cents-on-the-dollar during the week
ended May 1, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.73 percentage points from the previous week, the
Journal relates.   The loan matures May 25, 2013.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and S&P's B- rating.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S. The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
October 26, 2008, was about $1.1 billion.


JAMES FULLER: U.S. Trustee Sets Meeting of Creditors for June 2
---------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in James Fuller's Chapter 11 case on June 2, 2009, at 1:15 p.m.,
at Room 1190, US Trustee Office, Thomas P. O'Neill Federal
Building, 10 Causeway Street, Boston, Massachusetts.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Needham, Massachusetts-based James Fuller filed for Chapter 11 on
April 28, 2009 (Bankr. D. Mass. Case No. 09-13765).  George J.
Nader, Esq. at Riley & Dever, P.C. represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


JETCHOICE: Files for Chapter 7 Liquidation
------------------------------------------
David Phelps at Star Tribune reports that JetChoice I LLC and Jet
Choice II LLC have filed for Chapter 7 liquidation in the U.S.
Bankruptcy Court for the District of Minnesota.

According to Star Tribune, the Debtors listed combined assets of
$6.8 million and combined liabilities of $39.2 million.  Star
Tribune states that the Debtors' liabilities include unpaid wages
and accrued vacation for dozens of the Company's workers.

Court documents say that JetChoice owes:

     -- Associated Bank about $4 million for a revolving line of
        credit;

     -- St. Paul businessman Gerald Trooien's company, JLT
        Aircraft Holding Co., just over $2 million in lease
        Payments; and

     -- wealthy businessmen and Twin Cities companies as
        creditors owed debts in the tens to hundreds of thousands
        of dollars for prepaid flights or "refundable membership
        fees."

Star Tribune relates that Provell Inc. filed a lawsuit against
JetChoice in Hennepin County District Court last week, claiming
that it is out $1.25 million because the Debtors "induced" it to
buy a membership in the Companies on the brink of their
insolvency.  Provell said in court documents that Mr. Kloeber and
other JetChoice executives made false assurances about the
Debtors' financial stability and that Mr. Kloeber even stated, "We
have a great business model.  In fact, JetChoice II was either
insolvent or on the brink of insolvency when Provell joined the
program."  Star Tribune reports that Provell is suing on 10 counts
for breach of contract, unjust enrichment, fraud, and negligence.

Mr. Trooien, Star Tribune states, lost a legal bid to stop
liquidation of the Debtors and to replace JetChoice founder and
majority owner David Kloeber with a trustee.  Mr. Trooien,
according to the reports, initially sued Mr. Kloeber and JetChoice
in March, claiming that he was owed $4.4 million in unpaid rent
and loan payments.  Court documents say that JetChoice stopped
lease payments on planes finance by Mr. Trooien in August 2008.
according to Star Tribune, Mr. Kloeber countersued, claiming that
he was owed about $2.5 million for loans he made to the parent
company of JetChoice, Corsair Aviation.

St. Paul-based JetChoice I LLC and Jet Choice II LLC are private
jet operators.


JETDIRECT AVIATION: Sends Itself to Chapter 7 Liquidation
---------------------------------------------------------
Bill Rochelle at Bloomberg reports that JetDirect Aviation LLC
"did not attempt to reorganize."  JetDirect sent itself to Chapter
7 on May 1, where a trustee will take over and liquidate assets.

JetDirect Aviation LLC is a charter aircraft operator.  The
Chapter 7 petition submitted to the U.S. Bankruptcy Court for the
District of Delaware says assets are less than $50 million while
debt exceeds $100 million.

An affiliate named Sunset Aviation Inc. commenced Chapter 7
liquidation in Delaware in March.


J.M. PRODUCTS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Mark Friedman and George Waldon at ArkansasBusiness.com report
that J.M. Products Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of Arkansas.

Court documents say that J.M. Products listed $10 million in
assets and $10 million to $50 million in liabilities.
ArkansasBusiness.com relates that J.M Products estimates it has
100 to 199 creditors.  According to court documents, J.M.
Products' highest unsecured debtor is Bank of America, which holds
a $8.6 million claim.  ArkansasBusiness.com stats that other
unsecured debtors are:

     -- Regions Bank of Birmingham, owed $577,000; and
     -- Home Bank of Arkansas in Damascus, owed $231,000.

ArkansasBusiness.com states that the Hon. James Mixon allowed J.M.
Products to use $525,848 in cash to pay its 70 workers and
operating expenses.  J.M. Products had said in court documents
that "if such expenses are not paid [J.M.] will be unable to
continue its business operations."

According to court documents, J.M. Products' revenue has dropped
since 2005, "which management believes were due largely to reduced
advertising and promotion expense and inventory levels, as steps
that were necessary to conserve cash."

Little Rock, Arkansas-based J.M. Products Inc. is one of the
largest manufacturers of ethnic hair care products in the U.S.  It
operates a 165,000-SF North Little Rock plant.

The Company filed for Chapter 11 bankruptcy protection on
April 23, 2009 (Bankruptcy E.D. Ark. Case No. 09-12828).  Sheila
F. Campbell, Esq., at Sheila Campbell, P.A., assists the Company
in its restructuring efforts.  The Company listed $0 to $50,000 in
assets and $10,000,001 to $50,000,000 in debts.


JOA LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: J.O.A., LLC
          dba Lake Lanier Boating Center
          dba JOA Marine
          dba JOA's Holiday Yacht Sales
        6080 Holiday Road
        Buford, GA 30518

Bankruptcy Case No.: 09-21867

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: R. Kyle Woods, Esq.
                  Wagner, Johnston & Rosenthal, P.C.
                  Suite 300
                  5855 Sand Springs Circle
                  Atlanta, GA 30328-4834
                  Tel: (770) 956-8202
                  Fax: (404) 261-6779
                  Email: rkw@wjrlaw.com

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

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

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

     http://bankrupt.com/misc/ganb09-21867.pdf

The petition was signed by James O. Andrews, CEO of the Company.


JOHN FRANCIS MUNROE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: John Francis Munroe, Jr.
        P. O. Box 3322
        Southport, NC 28461

Bankruptcy Case No.: 09-03656

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: James Oliver Carter, Esq.
                  Carter & Carter, P.A.
                  408 Market Street
                  Wilmington, NC 28401
                  Tel: (910) 763-3626
                  Fax: (910) 343-8966
                  Email: jocc1@bellsouth.net

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

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

A full-text copy of the Mr. Munroe's petition, including his list
of 15 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nceb09-03656.pdf

The petition was signed by Mr. Munroe, Jr.


KARAWIA INDUSTRIES: Arrest of Execs. Led to Chapter 11 Filing
-------------------------------------------------------------
The arrest of Karawia Industries Inc. President Sam Karawia and
two other executives on April 15 for alleged insurance fraud led
to the bankruptcy filing of the Company two weeks later,
Bloomberg's Bill Rochelle reported.

According to the report, the state of California charged
Mr. Karawia, et al., with under-reporting payroll to reduce
premiums on workers compensation insurance.

The report relates that following the arrest, the secured lender,
Citibank N.A., initially refused to honor a $400,000 check
representing cash bail so the three could be freed on bond.
Later, according to Karawia's court papers, the bank swept
$1.7 million in company bank accounts, leaving workers without
their paychecks.

The Company, according to Bloomberg, claimed in papers submitted
to the U.S Bankruptcy Court for the Central District of California
(Los Angeles), that none of the allegations of wrongdoing relate
to any period after 2006.

Karawia Industries Inc. provides security services to 400
locations around the U.S.  Karawia Industries filed for Chapter 11
on April 27, 2009 (Bankr. C. D. Calif. Case No. 09-19846).  Judge
Ellen Carroll is handling the case.  Ron Bender, Esq., has been
tapped as the Debtor's counsel.  The Company said its assets and
debts both range $10 million to $50 million.


LAKE AT LAS VEGAS: Use of Cash Collateral Extended until May 26
---------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, Northshore Golf Club,
L.L.C., Carmel Land & Cattle Company and the pre-petition Agent in
respect of the operations and maintenance of the Reflection Bay GC
have agreed to further extend LLVJV's and Northshore's use of
Carmel's and the pre-petition agent's cash collateral until
May 26, 2009.

This is the 4th extension of the aforementioned Debtors' use of
Carmel's and the Pre-petition Agent's cash collateral since the
November 25, 2008 approval by the Court, on a final basis, of the
Reflection Bay stipulation authorizing the use of cash collateral
through January 5, 2009.  Same was previously extended through and
including February 4, 2008, February 23, 2009, and April 10, 2009,
respectively.

Uner paragraph 8(c) of the Reflection Bay stipulation, parties are
permitted to extend the January 5, 2009 expiration date for the
use of cash collateral in their respective sole and absolute
discretion.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the
Official Committee of Unsecured Creditors as counsel.


LAKE AT LAS VEGAS: Wants Plan Filing Period Extended to May 29
--------------------------------------------------------------
Lake at Las Vegas Joint Venture, LLC, and its affiliated debtors
ask the U.S. Bankruptcy Court for the District of Nevada to extend
their exclusive periods to propose a plan and solicit acceptances
of a plan to May 29, 2009, and July 27, 2009, respectively.  This
is the Debtors' 4th motion for extension of their exclusive
periods.

The Debtors relate that this extension is necessary in order to
enable them to negotiate the remaining issues under the draft plan
with the  major consituencies in this case before it is filed with
the Court.  The Debtors say that the requested extension is
supported by Credit Suisse, Cayman Islands Branch, the lenders
under the Debtors' principal DIP facility, and the official
committee of unsecured creditors.

A hearing on the motion is scheduled for June 8, 2009, at 10:00
a.m.  Objections to the motion must be filed on or before May 6,
2009.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the
Official Committee of Unsecured Creditors as counsel.


LAKE BAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Lake Bay
          dba Touchton Industries
        5245 North Old Kings Road
        Jacksonville, FL 32254

Bankruptcy Case No.: 09-03569

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Gust G. Sarris, Esq.
                  Affinity Law Firm, P.L.
                  3947 Boulevard Center Drive, #101
                  Jacksonville, FL 32207
                  Tel: (904) 398-9510
                  Fax: (904) 398-9512
                  Email: gsarris@affinitylawfirm.com

Estimated Assets: $100,001 to $500,000

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

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

     http://bankrupt.com/misc/flmb09-03569.pdf

The petition was signed by Michael Gannon, CEO and president of
the Company.


LAMBERTSON TRUEX: Sells Ladies Handbag Business to Tiffany
----------------------------------------------------------
Bloomberg's Bill Rochelle reports that the U.S. Bankruptcy Court
for the District of Delaware granted Lambertson Truex LLC
permission to sell its ladies' handbag business for $1 million to
Tiffany & Co., the world's second-largest luxury jewelry maker.

According to The Wall Street Journal, Lambertson Truex failed to
sustain its three upscale metropolitan outlets due to dropping
demand for its pricey leather accessories.  WSJ relates that
Lambertson Truex once had stores on Madison Avenue in New York,
Melrose Place in Los Angeles, and in the Palazzo hotel in Las
Vegas, but it was forced to shut down two of its locations in
February 2009 after a sharp decline in profits due to the downturn
in consumer spending.

Lambertson Truex LLC was a New York-based manufacturer and
retailer of designer handbags.  Samsonite Corp. was the majority
shareholder of Lambertson Truex.  It filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Case No. 09-10747).


LAS VEGAS SANDS: Debt Continues Ascent in Secondary Market Trading
------------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 59.98 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.25 percentage points
from the previous week, the Journal relates.   The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Participations in a syndicated loan under which Las Vegas Sands'
unit, Venetian Macau US Finance Co. LLC, is a borrower traded in
the secondary market at 37.88 cents-on-the-dollar during the week
ended May 1, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.73 percentage points from the previous week, the
Journal relates.   The loan matures May 25, 2013.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and S&P's B- rating.

Isle of Capri Casinos bank debt also rose in secondary market
trading last week.  Participations in a syndicated loan under
which Isle of Capri Casinos is a borrower traded in the secondary
market at 80.00 cents-on-the-dollar during the week ended May 1,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 5.40 percentage points from the previous week, the Journal
relates.   The loan matures December 19, 2013.  The Company pays
175 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and S&P's B+ rating.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


LEHMAN BROTHERS: German Affiliate Files Chapter 15 in New York
--------------------------------------------------------------
Lehman Brothers Bankhaus AG, a German subsidiary of Lehman
Brothers Holdings Inc., filed a Chapter 15 petition April 28 in
New York, aiming to stop creditors' actions in the U.S.,
Bloomberg's Bill Rochelle said.

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

For the case of the German unit, to the extent creditors wish to
pursue claims, they would be compelled by Chapter 15 to fight out
their disputes abroad, Bloomberg said.

The German subsidiary said assets and debt both exceed $1 billion.

                    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)


LEVEL 3: Bank Debt Sells at 20% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications is a borrower traded in the secondary market at
79.85 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.54
percentage points from the previous week, the Journal relates.
The loan matures March 1, 2014.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and S&P's B+ rating.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

As reported by the Troubled Company Reporter on March 9, 2009,
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
(Level 3) Caa1 corporate family rating while downgrading the
company's probability of default rating to Caa2 from Caa1 and
positioning the ratings outlook as negative.  Concurrently, the
company's SGL-2 speculative grade liquidity rating (indicating
good near-term liquidity) was affirmed, and, owing to changes in
the company's consolidated waterfall of liabilities stemming from
recent tender offer activity as well as the PDR revision, certain
ratings and loss given default assessments for individual debt
instruments were adjusted (see ratings listing below).  The rating
actions conclude a review initiated on November 24, 2008.


LEVEL 3: Fitch Maintains Issuer Default Rating at 'B-'
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating assigned to
Level 3 Communications, Inc. and its wholly owned subsidiary Level
3 Financing, Inc. at 'B-'.  In addition, Fitch has affirmed the
specific issue and recovery ratings within LVLT's capital
structure as outlined below.  Lastly, the Rating Outlook remains
Positive.  Approximately $6.4 billion of debt as of March 31, 2009
is affected by Fitch's action.

Fitch's rating action recognizes the operational and credit
profile improvement LVLT has achieved to date and reflects Fitch's
expectation that the company is adequately positioned to further
strengthen its operating and credit profile during Fitch's rating
horizon.  From an operating perspective, LVLT has made significant
progress integrating past acquisitions and is leveraging its
network capability to improve the company's competitive position.
The acquisitions, completed during 2005-2007, increased the scale
of the company's Core Network Service segment and provided a
foundation for the company to transform its business from a
provider of wholesale services to an integrated, facilities-based
provider of telecommunications services to a broad range of
customers.

In Fitch's opinion, LVLT's metropolitan telecommunication
facilities is a key strength of the company's network as it
positions the company to drive more network traffic onto its own
network, resulting in expanding gross margins.  Indicative of the
synergies LVLT has achieved, the company expanded its consolidated
EBITDA margins by 910 basis points since the end of the first
quarter of 2007.  The margin improvement is attributable to both
higher gross margins driven by the efficient use of LVLT's
metropolitan facilities and revenue mix and operating cost
control.

In Fitch's opinion, LVLT has successfully addressed liquidity
concerns related to the company's near term maturity schedule.
Through a series of debt tenders, repurchases and debt-for-equity
exchanges completed during the second half of 2008, LVLT reduced
the amount of debt scheduled to mature between 2009 and 2012 by
approximately $640 million.  Importantly, approximately $568
million of these transactions reduced 2009 and 2010 scheduled
maturities.  LVLT further enhanced its liquidity position by
adding on to its existing senior secured term loan through the
issuance last month of a $220 million Senior Secured Term Loan B.
LVLT had approximately $672 million of cash on hand as of the end
of the first quarter of 2009 ($886 million proforma), which
coupled with the proceeds from the term loan B facility along with
Fitch's expectation that LVLT generates positive free cash flow
during 2009, more than adequately positions the company to satisfy
approximately $700 million of maturing indebtedness during 2009
and 2010.

LVLT's credit profile continues to strengthen. Largely based on
the incremental EBITDA gained through the company's past
acquisitions and subsequent margin improvements, LVLT has reduced
its leverage to 6.36 times (x) as of the end of the first quarter
(6.57x proforma for the new term loan facility) from 8.2x as of
year end 2007.  Fitch acknowledges that the current economic
environment will have a negative affect on LVLT's revenue profile
during 2009 as the company copes with increased customer churn and
a lengthened customer purchase cycle.  Fitch anticipates that,
from a cash flow view, margin improvements will mitigate much of
the revenue pressure LVLT will experience during 2009.
Additionally, Fitch believes that economic factors will slow the
pace of the improvement of LVLT's credit profile during 2009 as
Fitch expects leverage will modestly decline during 2009 to nearly
6.5x, and approach 5.5x by the end of 2010.  Fitch believes that
the improved cash flow, coupled with reduced capital expenditures
related to integration and a more efficient management of ongoing
capital expenditures, is expected to produce positive free cash
flow during 2009 and for the remainder of Fitch's ratings horizon.
After consuming approximately $402 million of cash during 2007,
LTLV's free cash flow deficit declined to $36 million during 2008.

Rating concerns center on the company's highly levered but
strengthening balance sheet, its weaker competitive position
relative to industry leaders, and potential refinancing risk
related to 2011 scheduled maturities totaling approximately $569
million.  Fitch's liquidity concerns are mitigated somewhat by the
expectation of free cash flow generation and the company's access
to capital markets considering the current credit market
environment.  Additionally Fitch will continue to monitor LVLT's
ability to recapture the revenue growth momentum based on strong
demand for the company's services and stable pricing environment
while maintaining operating margins given the current economic
cycle.

The Positive Rating Outlook reflects Fitch's expectation that
LVLT's credit profile will continue to strengthen over the ratings
horizon, and Fitch's view that the company is positioned to grow
revenues and expand operating margins in the context of the
economic recession and that overall industry demand and pricing
metrics will remain relatively stable.

The timing of an upgrade of LVLT's IDR will be linked to the
company's ability to consistently generate meaningful levels of
free cash flow while maintaining positive organic revenue growth
and improving margins, reduce leverage below 6.5x, and to maintain
a consistent liquidity profile in relation to upcoming scheduled
maturities.

The absence of any material deterioration of LVLT's operating
environment due to competitive or economic pressures will be a key
consideration for an upgrade.

Fitch has affirmed these ratings:

LVLT
  -- Issuer Default Rating at 'B-';
  -- Senior Unsecured Notes at 'CCC/RR5';
  -- Senior Subordinated Notes at 'CCC-/RR6'.

Level 3 Financing, Inc.
  -- IDR at 'B-';
  -- Senior Secured Term Loan at 'BB-/RR1';
  -- Senior Unsecured Notes at 'B+/RR2'.


LEVEL 3: S&P Assigns 'B+' Rating on $60 Mil. Secured Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating to the $60 million add-on to Level 3 Financing Inc.'s
secured bank loan, which was originally $220 million.  The
recovery rating on the loan is '1', indicating prospects of very
high (90%-100%) recovery in the event of a payment default.  The
corporate credit rating of Broomfield, Colorado-based
communications carrier parent Level 3 Communications Inc. is 'B-',
with a stable outlook.  The updated recovery commentary for Level
3 will be issued subsequent to this release.

                          Ratings List

                    Level 3 Communications Inc.

     Corporate Credit Rating                   B-/Stable/--

                            New Rating

                      Level 3 Financing Inc.

           $60 million add-on to secured bank loan   B+
            Recovery Rating                          1


LIBERTY ENTERTAINMENT: DIRECTV Merger Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said the planned merger of Liberty
Entertainment, Inc., a company to be split-off from Liberty Media,
and DIRECTV Group Inc., the parent of the rated debt issuer
DIRECTV Holdings LLC, will not impact DIRECTV's ratings (Ba2
Corporate Family Rating - "CFR" - stable outlook).  "The
$2 billion of incremental debt taken on with the transaction is
well within the company's financial flexibility built into its Ba2
Corporate Family Rating," said Neil Begley, a Senior Vice
President at Moody's Investors Service.

Moody's last commented DIRECTV on January 12, 2009 when it said
that DTVG's approval to repurchase up to an additional $2 billion
of DTVG common stock did not impact DIRECTV's ratings.


Moody's last rating action on DIRECTV was an affirmation of its
Ba2 CFR and a change in its rating outlook to stable from negative
on May 7, 2008.

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

DIRECTV Holdings LLC is a wholly-owned, U.S. operating company of
The DIRECTV Group, Inc. and is the largest direct-to-home digital
television service provider in the United States with 17.6 million
subscribers as of 12/31/2008.  Annual revenues of DTVG and DIRECTV
approximate $19.7 billion and $17.3 billion, respectively.  DTVG's
additional revenues are generated by the company's Latin American
operations.


LYONDELL CHEMICAL: Wins September 15 Extension of Plan Deadline
---------------------------------------------------------------
Lyondell Chemical Co. and its affiliates won an extension until
September 15, 2009, of its exclusive period to file a Chapter 11
plan, Bill Rochelle at Bloomberg News said.

According to the Bloomberg report, the bankruptcy judge overruled
objections by some creditors.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24 in order to
seek protection against claims by certain financial and U.S. trade
creditors.

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


MAGNA ENTERTAINMENT: Court Okays Auction of Santa Anita Park
------------------------------------------------------------
Roger Vincent at Los Angeles Times reports that the U.S.
Bankruptcy Court for the District of Delaware has approved the
auction of Magna Entertainment Corp.'s Santa Anita Park, a horse-
racing venue in Arcadia.

Santa Anita is in its off-season but racing will start in October,
The LA Times states, citing Ron Charles, president of the track
and an officer of Magna Entertainment.  The report quoted Mr.
Charles as saying "It will be business as usual for us here.  We
don't anticipate any changes to our race meetings, including the
Breeders' Cup in November."

According to LA Times, Mr. Charles said that he had met with some
potential buyers and expected to meet more in the months ahead.

The Court said that potential buyers for Santa Anita and other
Magna Entertainment tracks must declare their interest by May 27
and submit bids by July 31, LA Times states.  LA Times says that
new owners would be selected through an auction in New York on
September 8.

LA Times relates that other Magna Entertainment racetracks
approved for sale include:

     -- Remington Park in Oklahoma,
     -- Thistledown in Ohio,
     -- Portland Meadows in Oregon, and
     -- Magna Entertainment's interest in Lone Star Park in Texas.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: MID Won't Bid for Santa Anita, Other Tracks
----------------------------------------------------------------
Racetrack owner Magna Entertainment Corp. disclosed in a filing
with the U.S. Bankruptcy Court for the District of Delaware that
affiliate MI Developments Inc. won't bid for racetracks Santa
Anita Park in Arcadia, California; the Pimlico Race Course in
Baltimore; Thistledown in North Randall, Ohio; Remington Park in
Oklahoma City, and Portland Meadows in Portland, according to
Bloomberg's Bill Rochelle.

Magna has proposed auction procedures for the five racetracks plus
interests in the Laurel Park in Laurel, Maryland, and Magna Racino
just outside Vienna, Austria.  Magna is contemplating a July 31
deadline for bids, a Sept. 8 auction, and a hearing to approve the
sales on Sept. 11.  Magna previously submitted separate auction
procedures for three other racetracks, under which MI Developments
Inc. would have been the stalking horse bidder.

According to Mr. Rochelle, MI Developments, Magna's majority
shareholder and largest unsecured creditor, said it would "take
all available steps" to insure that the tracks aren't sold at
"fire sale" prices.  MID is owed $372 million by Magna.

MID previously intended to be the initial bidder for the
racetracks Golden Gate Fields outside Oakland, California;
Gulfstream Park near Miami; and Lone Star Park west of Dallas.  In
March, Magna Entertainment signed a contract to sell the tracks to
MID, its controlling shareholder and creditor, for $44.17 million
cash and an exchange of $135.63 million in debt.  The assets in
the package include (i) the three tracks, (ii) a residential and
entertainment development at Gulfstream and horse training
facilities, and (iii) the stock of AmTote International Inc., the
provider of computerized-betting services to 40% of the horse-
racing industry. MID canceled the offer in the face of criticism
from creditors, and Magna subsequently withdrew a motion for
approval of sale procedures on the three tracks.

Magna is obtaining DIP financing from MID to fund its Chapter 11
cases.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue. The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities. MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.
MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).
Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel. Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MANITOWOC CO: Bank Debt Sells at 24% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 75.80 cents-on-
the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.87 percentage points from
the previous week, the Journal relates.   The loan matures on
April 14, 2014.  The Company pays 350 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and S&P's BB+ rating.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a provider
of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.  The company has regional offices in Mexico and
Brazil.

In March 2009, Moody's Investors Service lowered the ratings of
Manitowoc Company's Corporate Family and Probability of Default
Ratings to Ba3 from Ba2.  The outlook is negative.


MARCOS DEVARIE DIAZ: Section 341(a) Meeting Scheduled for June 1
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Marcos Devarie Diaz' Chapter 11 case on June 1, 2009, at
9:00 a.m., at 341 Meeting Room, Ochoa Building, 500 Tanca Street,
First Floor, San Juan, Puerto Rico.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Caguas, Puerto Rico-based Marcos Devarie Diaz aka Marcos Devarie,
dba Centro Cardiovascular Integral, and Aixa Morales Fontanez aka
Aixa Morales filed for Chapter 11 on April 23, 2009 (Bankr. D.
P.R. Case No. 09-03181).  Juan Manuel Suarez Cobo, Esq., at Legal
Partners PSC represents the Debtors in their restructuring
efforts.  The Debtors' assets range from $10 million to
$50 million and their debts from $1 million to $10 million.


MARINE MILITARY: Moody's Reviews 'B3' Rating on Revenue Bonds
-------------------------------------------------------------
Moody's Investors Service has placed Marine Military Academy's B3
rating on the Revenue Bonds, Series 1995 and 1997 on Watchlist
with direction uncertain.  The bonds were issued through the City
of Harlingen, Texas Higher Education Facilities Corporation.  This
action affects $6 million of outstanding debt.  The Watchlist
action is prompted by the lack of sufficient current financial and
operating information.  If the information is not obtained within
the next 30 days, Moody's will take appropriate action which could
include the withdrawal or lowering of the rating.

Rated Debt:

  -- Revenue Bonds, Series 1995 and 1997: rated B3

The last rating action and report with respect to Marine Military
Academy was published on October 6, 2006 when the B3 rating and
stable outlook were affirmed.


MASONITE INTERNATIONAL: Bank Debt Sells at 52% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Masonite
International is a borrower traded in the secondary market at
47.71 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.40
percentage points from the previous week, the Journal relates.
The loan matures April 6, 2013.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  The bank debt is not
rated by S&P.  Moody's has withdrawn its ratings on Masonite.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

The Bankruptcy Court approved on April 17, 2009, the disclosure
statement explaining the Plan.  The Court will consider
confirmation of the Plan on May 29, 2009.  The deadline for voting
on the Plan is May 21, 2009.  The deadline for filing objections
to the Plan is May 21, 2009.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


METRO WEST PROPERTIES: Case Summary & 1 Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Metro West Properties, Inc
        931 Monroe Drive
        Suite 102-508
        Atlanta, GA 30309

Bankruptcy Case No.: 09-71664

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: James H. Bone, Esq.
                  Jack F. Witcher, Esq.
                  601 Pacific Avenue
                  Bremen, GA 30110
                  Tel: (770) 537-5848
                  Email: jhbone@jwitcher.com

Total Assets: $3,000,000

Total Debts: $1,445,000

According to its schedules of assets and liabilities, $1,410,000
of the debt is owing to secured creditors and the remaining
$35,000 for taxes owed to governmental units.

The Debtor's list of 20 largest unsecured creditor contained a
lone entry:

Entity                         Nature of Claim    Claim Amount
------                         ---------------    ------------
FULTON COUNTY TAX COMMR         PROPERTY TAXES          35,000
PO BOX 105052
Atlanta, GA 30348

The petition was signed by Allan Edward Legre, owner of the
Company.


MGM MIRAGE: Amends Dubai World Deal on CityCenter Project
---------------------------------------------------------
MGM MIRAGE, through its wholly owned subsidiary Project CC, LLC, a
Nevada limited liability company, and Infinity World Development
Corp., a Nevada corporation and an affiliate of Dubai World, on
April 29, 2009, entered into an Amended and Restated Limited
Liability Company Agreement of CityCenter Holdings, LLC.  The
Restated LLC Agreement amended and restated a Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21,
2007.

MGM MIRAGE also entered into (i) Amendment No. 1 dated April 29,
2009, to a Sponsor Contribution Agreement dated October 31, 2008,
by and among the Company, CityCenter Holdings, LLC, and Bank of
America, N.A., as the collateral agent for CityCenter's senior
secured credit facility, and (ii) the Amended and Restated Sponsor
Completion Guarantee, dated April 29, 2009, which amended and
restated Sponsor Completion Guarantee, dated October 31, 2008, by
and among the Company, CityCenter and Bank of America, N.A.

Pursuant to the Restated LLC Agreement, PCC and IW will each
continue to own a 50% interest in, and will serve as the sole
members of, CityCenter.  In addition, each of PCC and IW funded
their remaining equity capital contribution commitments of $224
million and $494 million, respectively, by delivering letters of
credit.  The Additional Equity Contributions took into account the
$135 million previously contributed to CityCenter by PCC on IW's
behalf.

Under the Restated LLC Agreement and the Restated Completion
Guarantee, the Company has agreed to be responsible for:

   (i) completion costs to the extent net condominium proceeds are
       less than $243 million; and

  (ii) completion cost in excess of the current budget of
       approximately $8.5 billion.

The Company's obligations under the Restated Completion Guarantee
are supported by a pledge of the assets constituting Circus Circus
Las Vegas and certain other real property adjacent thereto.  In
addition, under the Restated LLC Agreement, if PCC and IW mutually
agree to proceed with the completion of the Harmon Hotel, the
Company has agreed to be responsible for all costs related to
complete its construction in excess of $200 million.  If PCC and
IW mutually agree to complete the Harmon Hotel on or after
January 1, 2013, the Maximum Harmon Cost will be subject to
increase by such amount to be agreed to by PCC and IW.

PCC will be entitled to receive up to $243 million of proceeds
from sales of residential units to reimburse the Company for
payments made by the Company under the Restated Completion
Guarantee (but only to the extent such proceeds have not been used
to fund construction costs).  The first $494 million of partner
distributions made by CityCenter will be made to IW, and the next
$494 million in partner distributions made by CityCenter will be
made to PCC.  All subsequent distributions made by CityCenter will
be made to PCC and IW on an equal basis.

As a condition to the consummation of the CityCenter amended
senior credit facility, the Restated LLC Agreement, the
Contribution Amendment and the Restated Completion Guarantee,
Dubai World and its affiliates have dismissed with prejudice its
complaint against the Company and PCC, which was filed in the
Delaware Chancery Court on March 22, 2009.  In addition, the
Company and Dubai World also exchanged mutual releases.

                    Amendment No. 5 and Waiver

MGM MIRAGE also entered into Amendment No. 5 and Waiver dated
April 29, 2009, to the Fifth Amended and Restated Loan Agreement,
as previously amended, by and among the Company; MGM Grand
Detroit, LLC, as initial co-borrower; the lenders and Bank of
America, N.A., as administrative agent.

Pursuant to Amendment No. 5, any non-compliance with the total
leverage ratio covenant or interest charge coverage ratio covenant
under the Loan Agreement with respect to the fiscal quarter ending
March 31, 2009 will be waived through June 30, 2009.  In addition,
as a result of Amendment No. 5, the Company is permitted to make
investments in CityCenter resulting from (i) the issuance of, and
draws against, the $224 million letter of credit issued pursuant
to Amendment No. 5 and the Loan Agreement, and on behalf of the
Company for the benefit of CityCenter as the Company's Additional
Capital Contribution, (ii) any funding under the Restated
Completion Guarantee and (iii) any funding with respect to the
Harmon Guarantee.  In addition, pursuant to Amendment No. 5, the
Company is permitted, and has agreed, to utilize the assets of
Circus Circus Las Vegas Hotel and Casino and certain undeveloped
land to support the Company's obligations under the Restated
Completion Guarantee.

Under Amendment No. 5, (i) up to $300 million of obligations under
the Loan Agreement will be secured by the assets of Gold Strike
Tunica and certain undeveloped land located in Las Vegas, Nevada,
and (ii) all of the obligations of MGM Grand Detroit under the
Loan Agreement will be secured by the assets of the MGM Grand
Detroit Hotel and Casino, in each case, subject to gaming and
regulatory approval.  In addition, the Company has agreed to
cause, within 30 days of the date of Amendment No. 5, the Detroit
Obligation to be no less than $450 million and, thereafter, to use
its reasonable best efforts to cause the Detroit Obligations to be
no less than $500 million.

As a condition to the effectiveness of Amendment No. 5, the
Company repaid $100 million of its outstanding borrowings under
the revolving facility under the Loan Agreement, which amount is
not available for reborrowing without the consent of the requisite
lenders thereunder. In addition, in the event of a sale of MGM
Grand Detroit Hotel and Casino, the Company has agreed to make
further repayment of borrowings under the Loan Agreement from the
proceeds of such sale, which repayment will not be subject to
reborrowing without the consent of the requisite lenders
thereunder.

The Company paid a customary amendment fee to the lenders party to
the Loan Agreement in connection with the execution of Amendment
No. 5.  In addition, the Company paid a separate customary fee to
Banc America Securities LLC in consideration for arranging
Amendment No. 5 and all prior amendments to the Loan Agreement.

Certain of the lenders party to the Loan Agreement and their
respective affiliates have in the past engaged in financial
advisory, investment banking, commercial banking or other
transactions of a financial nature with the Company and its
subsidiaries, including the provision of advisory services for
which they received customary fees, expense reimbursement or other
payments.

                        About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois. MGM MIRAGE reported a net loss of
$1.14 billion on revenues of $1.62 billion for the three months
ended December 31, 2008.  MGM MIRAGE reported a net loss of
$855.2 million on revenues of $7.20 billion for year 2008.  MGM
MIRAGE had $23.2 billion in total assets, including $1.53 billion
in total current assets; $3.0 billion in total current
liabilities; and $12.4 billion in long-term debt.  A full-text
copy of the Annual Report on Form 10-K is available at no charge
at:

             http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MICHAELS STORES: Bank Debt Sells at 31% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 68.57 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.64 percentage points
from the previous week, the Journal relates.  The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

The bank debt of other retailers also jumped in secondary market
trading the past week.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 69.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.17 percentage
points from the previous week, the Journal relates.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 51.89 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.25 percentage points
from the previous week, the Journal relates.  The loan matures on
May 29, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B rating.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of January 31, 2009, Michaels Stores had $1.62 billion in total
assets and $4.51 billion in total liabilities resulting in
$2.88 billion in stockholders' deficit.  For fiscal year 2008 --
ended January 31, 2009 -- the Company posted a $5 million net loss
on $3.81 billion in net sales.


MINDEN GATEWAY: U.S. Trustee Sets Meeting of Creditors for June 8
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Commercial Capital, Inc., and CCI Funding I, LLC's Chapter 11
cases on June 8, 2009, at 2:00 p.m.  The meeting will be held at
300 Booth Street, Room 2110, Reno, Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Reno, Nevada-based Minden Gateway Center, LLC filed for Chapter 11
on April 28, 2009 (Bankr. D. Nev. Case No. 09-51269).  Alan R.
Smith, Esq., represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $10 million to
$50 million.


MOMENTIVE PERFORMANCE: Bank Debt Sells at 33% Discount
------------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials is a borrower traded in the secondary market
at 66.25 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 66.25
percentage points from the previous week, the Journal relates.
The loan matures December 5, 2013.  The Company pays 250 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and S&P's B- rating.

Momentive Performance Materials Inc., formerly GE Advanced
Materials, headquartered in Albany, New York, is the second
largest producer of silicones and silicone derivatives worldwide.
The company has two divisions: silicones (which accounted for 90%
of revenues in 2008) and quartz.  Revenues were $2.6 billion for
fiscal year ended December 31, 2008.  An affiliate of Apollo
Management is the company's majority owner.

Momentive Performance Materials had $3.58 billion in total assets
and $4.12 billion in total liabilities, resulting in
$544.9 million in stockholders' deficit as of December 31, 2008.

Net loss in the fiscal year ended December 31, 2008 was
$997.1 million, compared to net loss of $254.3 million for the
same period in 2007.  Net sales in the fiscal year ended
December 31, 2008, were $2.63 billion, compared to $2.53 billion
for the same period in 2007, an increase of 4.0%.  The increase
was primarily due to an increase in selling prices and exchange
rate fluctuations of 9.5%, partially offset by a decrease in sales
volume of 5.0%.

                           *     *     *

As reported by the Troubled Company Reporter on March 26, 2009,
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating and Probability of Default Rating
to Caa1 from B3, and lowered the company's outstanding debt
ratings.  These actions follow the company's weak fourth quarter
results and management's forecast for further weakness in the
company's first quarter financial performance.  The outlook for
the Company's ratings is negative.


MONACO COACH: Auction Set for May 21; Navistar Bids $52 Million
---------------------------------------------------------------
Monaco Coach Corp. will hold an auction on May 21 to test whether
there is a buyer that will pay more than the $52 million offered
by Navistar International Corp. for most of its business,
Bloomberg's Bill Rochelle said.

Monaco's deal with truck-maker Navistar International Corp.
includes certain manufacturing facilities located in Indiana and
Oregon.  In addition, Navistar will acquire all brands,
intellectual property, inventories and equipment relating to
Monaco's motorized and towable recreational vehicle segments.

Rival bids are due May 14.  An auction will be held on May 21 if
qualified bids in addition to Navistar's is received.  The sale
hearing is on May 22, Mr. Rochelle said.

Five resort properties are not included in the sale and will go up
for auction separately on May 8.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in $1.49
billion in stockholders' deficit.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


MUZAK HOLDINGS: Revenue Dropped 0.5% to $248.9 Million in 2008
--------------------------------------------------------------
Muzak Holdings LLC has disclosed financial highlights for the
fiscal year ended December 31, 2008.

Total revenue for the 12 months ended December 31, 2008, was
$248.9 million, a 0.5% decrease, compared to $250.2 million for
the 12 months ended December 31, 2007.  The 2008 total revenue of
$248.9 million is slightly higher than $248.6 million recorded for
the 12 months ended December 31, 2006.

EBITDA was $65.0 million for the 12 months ended December 31,
2008, a decrease of $3.7 million, or 5.3%, as compared to
$68.7 million in the 12 months ended December 31, 2007, and a 1.4%
increase as compared to the 12 months ended December 31, 2006.
The Company's EBITDA in fiscal years 2007 and 2008 excludes non-
recurring expenses directly associated with a proposed merger
transaction/financial restructuring of approximately $2.4 million
and $4.0 million, respectively.

"When Muzak commenced its chapter 11 case on February 10, 2009, we
announced our commitment to maintaining normal operations, further
reducing costs, and improving on our already high service levels,"
said Stephen P. Villa, Chief Executive Officer of Muzak.  "I am
proud of Muzak for achieving these objectives, and our ability to
continue to fund our business with cash on hand and cash generated
by our operations.  We believe that we are taking the right steps
to position the company for long-term success."

Mr. Villa added, "Our continued focus on delivering quality
products and service has helped us further solidify key
relationships, and resulted in the signing of many new clients.
We continue to launch new programs for the benefit of our clients,
which demonstrates our commitment to grow the business and expand
our offerings.  The launch of Visual Solutions, our comprehensive
digital signage product line, has been well received by our client
base and the marketplace.  Muzak is looking forward to a
successful 2009, our 75th year in operation."

Cash on hand has increased since the Chapter 11 case was
commenced, and as of April 30, 2009, Muzak had a balance in excess
of $35 million.  The Company continues to believe that this amount
will be sufficient to support the business.

Going forward, the Company does not intend to announce its
quarterly or full year earnings results.

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
February 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422).
Moelis & Company is serving as financial advisor to the Company.
Kirkland & Ellis LLP is the Debtor's counsel.  Klehr Harrison
Harvey Branzburg & Ellers has been tapped as local counsel.  In
its bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million each.


NEIMAN MARCUS: Bank Debt Sells at 31% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 69.00
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.17 percentage
points from the previous week, the Journal relates.   The loan
matures April 6, 2013.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and S&P's BB- rating.

The bank debt of other retailers also jumped in secondary market
trading the past week.

Participations in a syndicated loan under which Claire's Stores is
a borrower traded in the secondary market at 51.89 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.25 percentage points
from the previous week, the Journal relates.  The loan matures on
May 29, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's B rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 68.57 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.64 percentage points
from the previous week, the Journal relates.  The loan matures
October 31, 2013.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B rating.

                       About Neiman Marcus

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- operations include the
Specialty Retail Stores segment and the Direct Marketing segment.
The Specialty Retail Stores segment consists primarily of Neiman
Marcus and Bergdorf Goodman stores.  The Direct Marketing segment
conducts both online and print catalog operations under the Neiman
Marcus, Horchow and Bergdorf Goodman brand names.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

On March 5, 2009, Fitch Ratings affirmed the Issuer Default Rating
on Neiman Marcus, Inc. and its subsidiary, The Neiman Marcus
Group, Inc., at 'B' and revised the Rating Outlook to Negative
from Stable.  NMG had $3 billion of debt outstanding as of
January 31, 2009.  The TCR said February 9, 2009, that Standard &
Poor's Ratings Services placed its ratings on six department store
companies, including Neiman Marcus ("B+"), on CreditWatch with
negative implications.


NOBLE INT'L: Patriarch Partners Puts $11-Mil. Stalking Horse Bid
----------------------------------------------------------------
Court documents say that Patriarch Partners LLC affiliate Noble
Intentions LLC has placed an $11 million "stalking horse" bid for
Noble International Ltd.'s assets.

According to court documents, Noble is seeking court approval to
sell its assets to Noble Intentions, citing "liquidity concerns
and in an effort to maximize the values."

Phil Wahba at Reuters relates that a sale hearing is set for
May 22.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble Int'l and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).  The Debtors
proposed Foley & Lardner LLP as their general bankruptcy counsel.
Daniel M. McDermott, the United States Trustee for Region 9,
appointed three creditors to serve on an official committee of
unsecured creditors.  The Debtors disclosed total assets of
$190,763,000 and total debts of $38,691,000, as of January 10,
2009.


OPUS SOUTH: U.S. Trustee Schedules Meeting of Creditors for May 29
------------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Opus South Corporation and its
debtor-affiliates' Chapter 11 cases on May 29, 2009, at 10:30 a.m.
The meeting will be held at J. Caleb Boggs Federal Building, Room
2112, 844 King Street, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


PACIFIC GAS: City of San Francisco Ends Suit Filed in 2002
----------------------------------------------------------
Karen Gullo of Bloomberg News reports that PG&E Corp. said the
city of San Francisco dismissed a lawsuit filed in 2002 alleging
the company's Pacific Gas & Electric unit had improperly
transferred funds to the parent corporation from 1997 to 2000.

According to the report, PG&E whose Pacific Gas & Electric is
California's largest utility, said in a regulatory filing April 29
that the lawsuit claimed the fund transfers violated conditions
established by the California Public Utilities Commission.

Matt Dorsey, spokesman for San Francisco City Attorney Dennis
Herrera, said in a telephone interview that the city dropped the
case after a similar lawsuit filed by California in 2002 was
dismissed.  Bloomberg relates that the California complaint
alleged that PG&E drained as much as $4 billion from Pacific Gas &
Electric to hide cash from creditors before putting the utility
into bankruptcy.

The state lawsuit was dismissed March 10 after an independent
expert found PG&E had done nothing wrong, PG&E said in a March 12
regulatory filing.  Both lawsuits were filed in state court in San
Francisco, Bloomberg said.

                     About PG&E Corporation

Headquartered in San Francisco, California, PG&E Corporation
(NYSE:PCG) -- http://www.pgecorp.com/-- is an energy-based
holding company.  The company's operations include electric and
gas distribution, natural gas and electric transmission, and
electric generation.  It is the parent company of Pacific Gas and
Electric Company.

Pacific Gas filed for Chapter 11 protection on April 6, 2001
(Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes, Esq.,
William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas emerged from chapter 11 protection April 12,
2004, paying all creditors 100 cents-on-the-dollar plus
postpetition interest.


PILGRIM'S PRIDE: To Have Official Shareholders' Committee
---------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern
District of Texas (Fort Worth) has entered a ruling that directs
the appointment of an official committee to represent
stockholders.

According to Bloomberg's Bill Rochelle, Judge Lynn concluded that
the company is "solvent or nearly solvent" and the benefits of the
committee will outweigh the cost. Still, the judge said the
committee may spend no more than $425,000 a month, including the
cost of a financial adviser.  Judge Lynn also warned the
committee's professionals they could expect to see their fees
reduced "or even eliminated" if they duplicate the work of the
official creditors' committee.

Judge Lynn concluded that the company's board of directors could
not adequately represent shareholders given "fiduciary duties
to creditors."

                  About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PSYCHIATRIC SOLUTIONS: Moody's Puts 'B3' Rating on $120 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD5, 82%) rating to
Psychiatric Solutions, Inc.'s proposed issuance of $120 million in
senior subordinated notes.  Concurrently, Moody's upgraded the
rating on PSI's senior secured credit facility to Ba2 (LGD2, 26%)
from Ba3 (LGD3, 30%) and assigned a Speculative Grade Liquidity
Rating of SGL-3.  Moody's also affirmed PSI's B1 Corporate Family
and Probability of Default Ratings.  The rating outlook remains
stable.

Moody's understands that the proposed notes will have the same
terms and conditions as the existing senior subordinated notes due
2015.  Moody's also understands that the proceeds of the offering
will be used primarily to repay revolver borrowings.

The upgrade of the rating on PSI's senior secured debt, in
accordance with the application of Moody's Loss Given Default
Methodology, reflects the expected reduction in the amount of
secured debt in the capital structure and the additional benefit
from an incremental amount of subordinated debt, which would
absorb any loss prior to the secured credit facilities.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
expectation that the company will maintain adequate liquidity over
the next four quarters.  The rating considers the improvement in
the company's liquidity position resulting from the expected
repayment of outstanding revolver amounts.  However, Moody's
expects continued reliance on the revolver throughout the next
year.  Additionally, the rating reflects the expectation that free
cash flow will be constrained because of the continued investment
in expansion projects.

The affirmation of PSI's B1 Corporate Family Rating reflects the
modest leverage for the rating category, strong interest coverage
metrics and stable cash flow generation.  "While the issuance of
additional subordinated debt will increase interest costs, the
expected repayment of outstanding revolver will limit any increase
in leverage and improve PSI's liquidity position," said Dean Diaz,
a Vice President and Senior Credit Officer at Moody's.  However,
total revolver availability reduces to $200 million at December
31, 2009 and the remainder matures in December 2011.

Moody's rating actions are summarized below.

Ratings assigned:

  -- $120 million senior subordinated notes due 2015, B3 (LGD5,
     82%)

  -- Speculative Grade Liquidity Rating, SGL-3

Ratings upgraded:

  -- Senior secured revolving credit facility ($100 million due
     2009 and $200 million due 2011), to Ba2 (LGD2, 26%) from Ba3
      (LGD3, 30%)

  -- $700 million senior secured term loan due 2012, to Ba2 (LGD2,
     26%) from Ba3 (LGD3, 30%)

Ratings affirmed/LGD assessments revised:

  -- $470 million of existing senior subordinated notes due 2015,
     to B3 (LGD5, 82%) from B3 (LGD5, 85%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

Moody's last rating action was on March 6, 2009, when Moody's
assigned a Ba3 rating to the $200 million revolver tranche
maturing in 2011 and affirmed all other ratings of PSI.

PSI, headquartered in Franklin, Tennessee, provides a continuum of
behavioral health programs to critically ill children, adolescents
and adults through its operation of owned or leased psychiatric
inpatient facilities.  PSI also manages free-standing psychiatric
inpatient facilities for government agencies and psychiatric
inpatient units within medical and surgical hospitals owned by
others.  The company recognized approximately $1.8 billion in
revenue for the year ended December 31, 2008.


PSYCHIATRIC SOLUTIONS: S&P Assigns 'B-' Rating on $120 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned an issue-level
rating of 'B-' and a recover rating of '6' to Psychiatric
Solutions Inc.'s proposed $120 million senior subordinated notes
due 2015.  The '6' recovery rating indicates the expectation for
negligible (0%-10%) recovery in the event of a payment default.
At the same time, S&P affirmed the 'B+' corporate credit and other
ratings on the company. The outlook is stable.

The proceeds of this new borrowing will be used to repay current
borrowings on its revolving credit facility to improve liquidity.

"The rating on PSI continues to reflect the company's significant
debt burden, the risks associated with its acquisition strategy,
and the challenge of managing a fast-growing entity," said
Standard & Poor's credit analyst David P. Pecknay, "as well as the
impact of the weak economy on the company's patient volume."  PSI
is also exposed to potential third-party payor pricing and
reimbursement changes.  These risks are the key drivers of its
speculative-grade credit profile, notwithstanding the company's
position as one of the largest providers in the highly fragmented
behavioral health industry, and its experience in integrating
acquisitions.


PTS CARDINAL HEALTH: Bank Debt Sells at 31% Discount
----------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at 68.90
cents-on-the-dollar during the week ended May 1, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 2.50 percentage
points from the previous week, the Journal relates.   The loan
matures April 10, 2014.  The Company pays 225 basis points to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and S&P's BB- rating.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


QIMONDA NA: Wants Chapter 11 Plan Deadline Moved to October 18
--------------------------------------------------------------
Qimonda Richmond LLC and Qimonda North America Corp. ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

  a) file a plan until Oct. 18, 2009, and

  b) solicit acceptances of that plan until Dec. 17, 2009.

The Debtors' initial deadline to file a plan is June 20, 2009.

The extension of time will allow the Debtors to (i) initiate a
sale process and employ professionals to assist them in executing
the sale plan; (ii) obtain a $60 million debtor-in-possession
facility to provide sufficient liquidity while the sale process
unfolds; (iii) and file their schedules of assets and liabilities,
and statements of financial affairs.

The Court will convene a hearing on May 19, 2009, at 11:30 a.m.,
to consider approval of the request. Objections, if any, are due
May 12, 2009, by 4:00 p.m.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


QUALITY DISTRIBUTION: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Quality Distribution LLC to negative from stable and affirmed the
Caa1 corporate family and probability of default ratings.

The outlook change reflects concerns stemming from a combination
of low volumes, reduced but still positive cash flow generation
prospects, and the November 2010 maturity of $101 million 9%
senior subordinated notes.  The debt maturity could prove a
challenging obligation in light of QDI's high leverage and the
weak economy.  In Q4-2008 QDI repurchased approximately $24
million par value of subordinated notes at a substantial discount
which lowered the upcoming maturity amount.  Still, the liquidity
profile will weaken in coming months as the note obligation
becomes a current liability.  To a lesser extent, some concern
exists that a decline in the asset-based revolver's borrowing
availability level could activate a potentially tight covenant
test.

The Caa1 rating affirmation reflects QDI's leading position in the
tank truck market, a presently adequate liquidity profile and cost
cuts implemented in 2008 which helped improve margins despite
declining revenues.  Further cost reductions are planned for 2009.
The company's operating efficiency combined with continued low
LIBOR, low fuel prices, and improved insurance claim expense
should help sustain revolver borrowing availability above the
covenant test activation level.  Ability to sustain profitability
during the weak economic environment, adequate committed borrowing
availability, and covenant compliance should help QDI's prospects
for refinancing the November 2010 maturity.

Additional ratings:

  -- $135 million senior unsecured floating rate notes due January
     2012, Caa2 LGD 4, 61%

  -- $101 million senior subordinate 9% notes due November 2010,
     Caa3 to LGD 6, 91% from LGD 5, 88%.

Moody's last rating action on QDI occurred July 15, 2008 when the
corporate family rating was downgraded to Caa1 from B3.

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

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a leading transporter of bulk liquid and dry bulk
chemicals.  Apollo Management, L.P. owns approximately 52% of the
common stock of Quality Distribution, Inc.


RAILPOWER TECHNOLOGIES: Sells Locomotive Tech to R.J. Corman
------------------------------------------------------------
The Montreal Gazette reports that Railpower Technologies Corp.
said that it is selling its switchyard locomotive technology to
R.J. Corman Railroad Group LLC.

The Montreal Gazette states that the deal is due to close on
May 20 after it secures court approval.

According to The Montreal Gazette, the technology is based on its
original "Green Goat" and successor fuel-cell models.

The Montreal Gazette relates that Railpower Technologies' St.
Jean-sur-Richelieu building and few other remaining assets will be
sold later by its bankruptcy trustee.

Railpower Technologies Corp. (TSX: P) -- http://www.railpower.com/
-- is engaged in the development, construction, marketing and
sales of high performance, clean locomotives and power plants for
the transportation and related industries.  Railpower has designed
and is marketing a range of locomotives for the North American low
and medium horsepower locomotive market.  It has also designed and
is marketing hybrid power plants for rubber tyred gantry cranes
(Eco-Cranes(R)).  Its technologies have broader potential and
applications in other markets and industries.


RED SHIELD: May Begin Soliciting Votes; June 1 Voting Deadline Set
------------------------------------------------------------------
The U.S. Bankrutpcy Court for the District of Maine has approved
the adequacy of disclosure statement with respect to Red Shield
Environmental LLC and SE Pulp & Chemical, LLC's Joint Plan of
Reorganization dated April 23, 2009.  As a result, the Debtors may
now begin soliciting acceptances for their Chapter 11 Plan.

The hearing to confirm the Plan is set for June 4, 2009, at
10:00 a.m.

The deadline for voting on the Plan is June 1, 2009, at 5:00 p.m.
Eastern time.  The deadline for filing and serving written
objections to confirmation of the Plan is June 1, 2009.

                           Plan Summary

The Plan contemplates the distribution to creditors and interest
holders of the remaining proceeds from the sale of the Debtors'
assets, as well as possible proceeds of certain causes of action.
The balance of the sale proceeds is slightly in excess of
$7,000,000, after taking into account all previous payments and
distributions authorized by the Court.

Unsecured claims will be paid pro rata from Plan Cash until paid
in full or to the extent of all Plan Cash, without interest.

Preferred Interests will receive the balance of Plan Cash, if any,
after payment in full of Classes 1 through 15.  Preferred
interests will be cancelled after the completion of payments under
the Plan.  Common interests are not expected to receive any
payments under the Plan.

The Plans places the various claims against and interests in the
Debtors into 17 classes.

  Class   Description               Treatment
  -----   -----------               ---------

    1     Allowed Secured Claims    Class 1 claims were paid in
          of Whitebox               full from the Asset Sale
                                    Proceeds.

    2     Allowed Secured Claims    Class 2 claims were paid in
          of FAME                   full from the Asset Sale
                                    Proceeds.

    2(a)  Allowed Secured Claims    Impaired.
          of Old Tower Water
          District and City of

    3     Preti Claims              The Preti claims have been
                                    paid in full.

    4     Allowed Secured Claims,   Impaired.  The Class 4 claim
          if any, of CES            will be paid in accordance
                                    the Court's order dated
                                    April 14, 2009.

    5     Allowed Secured Claims,   Impaired.
          if any, of Foresight
          Engineering PC

    6     Sullivant & Merritt       The Sullivan & Merritt claim
          Claim                     has been paid in full.

    7     Allowed Secured Claim,    Impaired.  The Class 7 claim
          if any, of PSC            will be paid in accordance
          Industrial Outsourcing,   with the Court's order dated
          Inc.                      April 10, 2009.

    8     Allowed Secured Claim,    Impaired.  The Class 8 claim
          if any, of St. Germain    will be paid in accordance
          & Associates, Inc.        with the Court's order dated
                                    April 21, 2009.

    9     Allowed Secured Claim,    Impaired.
          if any, of Thornton
          Construction, Inc.

   10     Allowed Secured Claim,    Impaired.  The Class 10 claim
          if any, of Zampell        will be paid in accordance
          Refractories, Inc.        with the Court's order dated
                                    April 10, 2009.

   11     Allowed Secured Claim,    Impaired.  The Class 11 claim
          if any, of Global Metal   will be paid in accordance
          Fabrication, LLC          with the Court's order dated
                                    April 17, 2009.

   12     Allowed Secured Claim,    Impaired.
          if any, of A.H.
          Lundberg Associates,
          Inc.

   13     Allowed Secured Claim,    Impaired.  The Class 13 claim
          if any, of Wilcox         will be paid in accordance
          Wilcox Electric, Inc.     with the Court's order dated
                                    April 9, 2009.

   14     Priority Claims           Impaired.

   15     Unsecured Claims not      Impaired.  Class 15 claims
          otherwise classified      will be paid pro rata from
                                    Plan Cash until paid in full
                                    or to the extent of all Plan
                                    Cash, without interest.

   16     Preferred Interests       Impaired.  Class 16 interests
                                    will receive the balance of
                                    Plan Cash, if any, after
                                    payment in full of Classes 1
                                    through 15.  Class 16
                                    interests will be cancelled
                                    after the completionof
                                    payments under the Plan.

   17     Common Interests          Impaired.  Class 17 interests
                                    are expected to take nothing
                                    and receive no payments under
                                    the Plan.

Claims under Class 2(a), Class 5, Class 9, Class 12 and Class 14
will be paid in full, without interest, from Plan Cash.

                      "Cramdown" Provisions

The Debtors reserve the right to seek confirmation of the Plan
pursuant to the "cramdown" provisions under Sec. 1129(b) of the
Bankruptcy Code.  Under that provision, a plan may still be
confirmed notwithstanding the non-acceptance thereof by one or
more impaired classes, provided that it does not "discriminate
unfairly" and is "fair and equitable" with respect to each non-
accepting class.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Plan of Reorganization is available for free at:

            http://bankrupt.com/misc/RedShield.DS.pdf

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The Company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case Nos. 08-10633), blaming increases in
material and fuel costs.  Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represents the Debtors in their
restructuring efforts.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson
Hinckley & Keddy, P.A., represent the Official Committee of
Unsecured Creditors as counsel.  When the Debtors filed for
protection from their creditors, they listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


RESIDENTIAL CAPITAL: GMAC Mortgage Units Post $125MM Q1 Net Loss
----------------------------------------------------------------
GMAC Financial Services said its mortgage operations, which
include the Residential Capital legal entity, the GMAC Bank
mortgage operation, and the ResMor Trust Canadian mortgage
operation, reported a net loss of $125 million for the first
quarter of 2009, compared to a net loss of $859 million in the
year-ago period.  Results reflect unfavorable servicing asset
performance (net of hedge) and high credit-related costs, which
were partially offset by a gain of approximately $900 million from
the extinguishment of debt.

GMAC reported a first quarter 2009 net loss of $675 million,
compared to a net loss of $589 million in the first quarter of
2008.  Results in the quarter were primarily attributable to
continued pressure in mortgage operations related to valuation
adjustments on mortgage servicing assets, weaker credit
performance on both auto and mortgage assets, mark-to-market
adjustments on derivatives, and an original issue discount related
to the fourth quarter debt exchange.  The losses were partially
offset by profitable performance in the insurance business and
$631 million in after-tax gains on debt extinguishment
transactions.

"The effects of a soft economy and weaker credit performance on
legacy assets continued to put pressure on GMAC's financial
performance in the quarter.  We continue to manage through this
economic cycle and focus on strengthening operations for the long-
term," said GMAC Chief Executive Officer Alvaro G. de Molina.
"There were also several signs of progress to mention, such as
expanding retail auto lending, maintaining our commitment as a
leader in wholesale financing, re-entering the prime jumbo
mortgage market, and increasing bank deposits by about $3 billion
from the end of the year."

"In addition, last week we announced another milestone in the
company's history -- that GMAC will be the preferred provider of
auto finance products and services for Chrysler dealers and
customers," said Mr. de Molina.  "This agreement leverages GMAC's
strengths, diversifies our auto finance business and provides new
revenue opportunities for the Company."

The U.S. government has indicated that it intends to support GMAC
in promoting the availability of credit for dealers and customers.

GMAC was advised by Wachtell, Lipton, Rosen & Katz and Morgan
Stanley in the Chrysler transaction.

                      Liquidity and Capital

GMAC's consolidated cash and cash equivalents were $13.3 billion
as of March 31, 2009, down from $15.2 billion at December 31,
2008.  Included in the consolidated cash and cash equivalents
balance are $1.7 billion at Residential Capital, LLC, $3.9 billion
at GMAC Bank, and $562 million at the insurance business.  The
change in consolidated cash is primarily related to an increase in
lending activities at GMAC Bank and GMAC debt maturity payments.

GMAC Bank total assets were $36.4 billion at quarter-end, which
included $10.8 billion of assets at the auto division and
$25.6 billion of assets at the mortgage division.  This compares
to $32.9 billion of assets at December 31, 2008.  Deposits
increased in the first quarter to $22.5 billion as of March 31,
2009, which included $11.0 billion of retail deposits,
$9.5 billion of brokered deposits, and $2.0 billion of other
deposits.  This compares to $19.3 billion of deposits at
December 31, 2008, with $7.2 billion of retail, $10.6 billion of
brokered, and $1.5 billion of other deposits.

GMAC's total equity at March 31, 2009, was $22.0 billion, up from
$21.9 billion at December 31, 2008.  During the first quarter,
GMAC completed a rights offering whereby GM and FIM Holdings
collectively purchased an additional $1.25 billion of GMAC common
equity interests.  In addition, GMAC completed a private
transaction that extinguished certain debt and was the primary
driver of a $631 million increase in equity.  The transactions
strengthened the company's capital position.  At quarter-end,
GMAC's Tier 1 capital ratio was 10.6%, and the Tier 1 common ratio
was 7.3%.

                      Global Automotive Finance

GMAC's global automotive finance business reported net income of
$225 million in the first quarter of 2009, compared to net income
of $258 million in the year-ago period.  Results were driven
primarily by weaker credit performance, which was partially offset
by lower interest expense due to lower debt balances.

New vehicle consumer financing originations during the first
quarter of 2009 significantly decreased to $3.4 billion from
$13.1 billion in the first quarter of 2008.  In comparison to the
prior period, however, origination levels in the first quarter of
2009 increased from extremely low levels in the fourth quarter of
2008, which totaled $2.7 billion.  On December 30, 2008, directly
after receiving an investment from the U.S. Treasury's Troubled
Asset Relief Program (TARP), GMAC expanded its new North American
retail auto financing activities from fourth quarter 2008 levels
by $1.1 billion.

The company announced further actions on April 1, 2009, to expand
retail credit and promote automotive sales in the U.S. In
addition, GMAC implemented actions to reduce stress on U.S.
dealers during this difficult economic environment.  These actions
include eliminating all dealer curtailment payments for aged
inventory for the month of April, waiving the fee for dealers to
post aged vehicles on GMAC's SmartAuction, and allowing qualified
dealers the option to defer wholesale interest charges for two 30-
day periods.  GMAC continued to demonstrate its support of
automotive dealers by announcing additional actions on April 30,
2009, including extending the curtailment waiver for the month of
May and accepting new applications for wholesale financing from
qualified U.S. dealers of GM and non-GM franchises.

Credit losses increased in the first quarter of 2009 to 2.41% of
managed retail assets, versus 1.34% in the first quarter of 2008.
The significant increase is related to higher frequency of losses
in North America and Europe and increased severity in North
America.  The increase is primarily attributable to weaker
economic conditions and a smaller asset base.  While credit losses
are also up on a quarter-over-quarter basis due to frequency and
an aging portfolio, severity in the first quarter of 2009 has
improved compared to the fourth quarter of 2008.

Delinquencies, which are contracts more than 30-days past due,
also increased to 3.08% in the first quarter of 2009, compared to
2.42% in the first quarter of 2008.  Driving the increase is
weaker economic conditions in certain international markets, such
as Spain and Colombia, and a smaller asset portfolio in North
America and Europe.

                             Insurance

GMAC's insurance business recorded net income of $50 million, down
from net income of $132 million in the first quarter of 2008.  The
change in performance reflects investment impairments, the sale of
the U.S. reinsurance business in 2008 and overall lower volume due
to the difficult economic climate, weak vehicle sales and
repositioning the U.S. personal lines business.

The carrying value of the insurance investment portfolio was
$5.0 billion at March 31, 2009, compared to $7.2 billion at
March 31, 2008.  This decline was related to the sale of the
reinsurance business, unfavorable foreign currency movement and
changes in unrealized losses.

On April 2, 2009, GMAC completed the sale of MEEMIC Insurance
Company.  This transaction, along with the sale of the U.S.
reinsurance business in the fourth quarter of 2008, provided
additional capital to strengthen the core operation of automotive-
related insurance products.

                         Mortgage Operations

U.S. mortgage loan origination volume has begun to show signs of
improvement.  Loan production in the first quarter of 2009 was
$13.2 billion, compared to $8.2 billion in the fourth quarter of
2008.  Production in the quarter was down, however, from the year-
ago level of $18.7 billion.  Margins have improved due to higher
government production and favorable interest rates have led to an
increased level of refinance activity.  The company has also re-
entered the prime jumbo loan market.

GMAC's international mortgage business continues to see increased
delinquency rates and declining home prices in the United Kingdom
and Spain.  Operational streamlining efforts in that business have
been in place since the first quarter of 2008.

As part of its loss mitigation efforts, GMAC has formalized its
participation in the Home Affordable Modification Program, which
was created to assist struggling homeowners.  The company has
currently distributed approximately 100,000 financial packages to
homeowners who are potentially eligible for modifications under
the program.

                       Corporate and Other

GMAC's corporate and other segment reported a net loss of
$825 million in the first quarter of 2009, compared to a net loss
of $120 million in the prior period.  The main drivers of results
were the elimination of the $900 million gain on the debt
extinguishment in mortgage operations and a valuation adjustment
on assets.  Also adversely affecting results was $267 million of
original issue discount amortization related to the bond exchange,
which led to an increase in interest expense.  Partially
offsetting results were gains of $631 million related to debt
extinguishment transactions.

                           2009 Outlook

GMAC is fully engaged in extending credit to consumers and
businesses.  The company continues to lend to auto dealers, has
expanded credit to automotive retail customers, and recently re-
entered the prime jumbo mortgage market.  GMAC has leveraged its
position as a bank holding company and receipt of the Troubled
Asset Relief Program investment to continue lending activities.

GMAC's commitment to the U.S. auto industry, in particular, has
been reinforced by the agreement to provide automotive financing
products and services to Chrysler dealers and customers.  This new
business is expected to begin as soon as practicable and no later
than mid-May.

Looking ahead, the economic environment remains challenged --
market-based funding remains scarce, economic conditions are soft
and credit quality continues to deteriorate.  GMAC remains
committed to working through these challenges by implementing its
five core strategies:

    * Transition to and meet all bank holding company requirements

    * Strengthen liquidity and capital position

    * Build a world-class organization

    * Expand and diversify customer-focused revenue opportunities,
      with available funding driving originations

    * Drive returns by repositioning risk profile and maximizing
      efficiencies

                         About GMAC

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
March 31, 2009, the company had approximately $180 billion in
assets and serviced 15 million customers around the world.

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

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

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                         *     *     *

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

                         About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                           *     *     *

As reported in the Troubled Company Reporter on December 3, 2008,
Dominion Bond Rating Service placed all ratings of Residential
Capital, LLC, including its Issuer and Long-Term Debt rating of C,
Under Review with Negative Implications.


RHODES COMPANIES: Chapter 11 Filing Prompts Rating Cut to 'D'
-------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of The Rhodes Companies, LLC to D from Ca following its
filing for protection under Chapter 11 of the US Bankruptcy Code.
Subsequent to this rating action, Moody's will withdraw all of
Rhodes' ratings.

These rating actions were taken:

  -- Probability of Default rating, lowered to D from Ca;

  -- Senior Secured First Lien Term Loan, changed to Caa3 (LGD4,
     65%) from Caa3 (LGD3, 41%)

  -- Senior Secured Second Lien Term Loan, lowered to C (LGD6,
     93%) from C (LGD6, 91%).

Moody's most recent announcement concerning the ratings for Rhodes
was on December 30, 2008, at which time Moody's lowered the
company's corporate family rating to Ca from Caa2, with similar
reductions in the ratings on the different issues of debt.

Headquartered in Las Vegas, Nevada, The Rhodes Companies, LLC and
its co-borrowers (Heritage Land Company, LLC and Rhodes Ranch
General Partnership) comprise the largest private community
developer and homebuilder in Las Vegas.


ROCKWOOD SPECIALTIES: Fitch Affirms 'B' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings for Rockwood Specialties Group, Inc.:

  -- IDR at 'B';
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior secured term loans at 'BB/RR1';
  -- Senior subordinated notes at 'B/RR4'.

The Rating Outlook is revised to Negative from Stable.

The ratings reflect Rockwood's relatively high financial leverage
and limited liquidity offset by its leading position in many of
its product lines, its diversification by market and end-use, and
its good profit margins.  The Negative Outlook reflects Fitch's
view that:

  -- Business conditions should remain extremely weak over the
     near term;

  -- Cash on hand may be required to repay debt in order to
     maintain compliance with leverage covenants;

  -- Further borrowing could result in a covenant violation.

At March 31, 2009, total net debt for covenant purposes of $2.6
billion was 4.11 times (x) latest 12 months pro forma adjusted
EBITDA of $626.9 million.  The maximum consolidated net debt
covenant is 4.25x.  At March 31, 2009 cash on hand was $327
million, and Fitch estimates that $225 million was un-utilized
under the $250 million revolving credit facility but that the debt
ratio covenant constrained availability.  Fitch estimates that
further debt repayment may be required to keep in compliance with
the covenant.  Fitch does expect Rockwood to continue to generate
free cash flow by controlling its costs, working capital and
capital expenditures, but this may not be sufficient to allow
repayment of debt to meet covenant requirements should current
trading conditions persist throughout the year.  Near term debt
maturities were modest as of Dec. 31, 2008 at $90.9 million due in
2009, $113.5 million due in 2010 and $122.1 million due in 2011.

Rockwood is a global developer, manufacturer and marketer of high
value-added specialty chemicals and advanced materials used for
industrial and commercial purposes.  Rockwood generated adjusted
EBITDA of $579 million on $3.2 billion in revenues for the LTM
ending March 31, 2009.


ROY L. CREASY: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roy L. Creasy, Jr.
        2026 Lynnwood Drive
        Wilmington, NC 28403

Bankruptcy Case No.: 09-03676

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.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
10 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nceb09-03676.pdf

The petition was signed by Mr. Creasy, Jr.


SANTOS VILLANUEVA: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Santos Nieves-Villanueva
               Maria Lourdes Mendoza-Gonzalez
                 dba Mendoza Gonzalez
                 dba Maria Lourdes
               PO Box 903
               Aguada, PR 00602-0903

Bankruptcy Case No.: 09-03630

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Winston Vidal-Gambaro, Esq.
                  Winston Vidal Law Office
                  PO Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  Email: wvidal@prtc.net

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

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

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

      http://bankrupt.com/misc/prb09-03630.pdf

The petition was signed by the Joint Debtors.


SHILOH PV: U.S. Trustee Schedules Meeting of Creditors for June 2
-----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
in Shiloh PV, LLC's Chapter 11 case on June 2, 2009, at 11:00
a.m., at US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Scottsdale, Arizona, Shiloh PV, LLC is an Arizona
Limited Liability Company.

The Company filed for Chapter 11 on April 28, 2009 (Bankr. D.
Ariz. Case No. 09-08726).  John R. Becker, Esq., at Becker & House
PLLC represents the Debtor in its restructuring efforts.  The
Debtor has assets ranging from $10 million to $50 million and
debts ranging fom $1 million to $10 million.


SILGAN HOLDINGS: Moody's Assigns 'Ba3' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
unsecured notes due 2016 and affirmed the Corporate Family Rating
of Ba2 and stable outlook of Silgan Holdings Inc.  Other
instrument ratings are detailed below.  The rating is in response
to the company's announcement on May 4, 2009 that it was issuing
senior unsecured notes to pay scheduled amortization on term loans
for 2009 and a portion of 2010.

Moody's took these rating actions:

  -- Assigned Ba3 (LGD 5, 78%) rating to new $200 million senior
     unsecured notes due in 2016.

  -- Upgraded $450 million senior secured first lien revolver due
     2011 to Ba1 (LGD 3, 32%) from Ba2 (LGD 3, 40%),

  -- Upgraded $345 million senior secured first lien term loan A
     due 2011 to Ba1 (LGD 3, 32%) from Ba2 (LGD 3, 40%),

  -- Upgraded $44 million senior secured first lien term loan B
     due 2012 to Ba1 (LGD 3, 32%) from Ba2 (LGD 3, 40%),

  -- Upgraded CAD $90 million Canadian term loan due 2012 to Ba1
      (LGD 3, 32%) from Ba2 (LGD 3, 40%).

  -- Upgraded ?200 million senior secured first lien term loan to
     Ba1 (LGD 3, 32%) from Ba2 (LGD 3, 40%).

  -- Affirmed $200 million 6.75% senior subordinated notes due
     2013 at B1 (LGD 6, 94%)

  -- Affirmed corporate family rating at Ba2

  -- Affirmed probability of default rating at Ba2

The outlook was affirmed at stable.

Silgan's Ba2 corporate family rating reflects the oligopolistic
industry structure of the company's primary market, low financial
leverage for the rating category and stable profitability.  Silgan
holds a dominant market share in a largely consolidated industry
with some barriers to entry and strong contract structures.  The
company is strongly positioned within the rating category and has
good liquidity.

The corporate family rating is constrained by the company's
acquisitiveness, concentration of sales and low industry growth.

The Ba3 rating assigned to the senior unsecured notes and the
upgrade of the senior secured debt to Ba1 reflects the reduction
in secured debt and increase in unsecured debt resulting from the
transaction.  The greater proportion of unsecured debt in the
capital structure supports a notching up of the secured debt one
notch from the Corporate Family Rating according to Moody's Loss
Given Default Methodology.

Moody's last rating action on Silgan occurred on October 23, 2007
when Moody's affirmed the company's Ba2 corporate family rating
and a stable ratings outlook.

Headquartered in Stamford, Connecticut, Silgan Holdings Inc. is a
manufacturer of metal and plastic consumer goods packaging
products.  Silgan operates 66 plants throughout North and South
America, Europe and Asia and its consolidated net revenue for the
twelve months ended December 31, 2008, was approximately $3.1
billion.


SPANSION INC: Japanese Unit Files Chapter 15 in Delaware
--------------------------------------------------------
Spansion Japan Ltd., a Japanese subsidiary of flash memory
semiconductor maker Spansion Technology Inc., filed a Chapter 15
petition in Delaware, Bill Rochelle at Bloomberg News said.

According to Bill Rochelle, the Japanese subsidiary says it has
the highest share of flash memory products in the Japanese market.
It both distributes flash memory products in Japan and performs
part of the wafer fabrication for the Spansion group worldwide.
Spansion Japan said assets are less than $50 million while
debt exceeds $50 million.

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

Mr. Rochelle relates that Spansion Japan filed for reorganization
on February 10 in the Tokyo District when the supply of cash from
the U.S. was curtailed.  He notes that if the Delaware Court
approves the Chapter 15 petition, the Tokyo court can use the
judge in Wilmington to help collect assets in the U.S. and stop
creditor actions, in the process forcing creditors to work out
their disputes in Japan with the Japanese subsidiary.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had $10 million to $50 million in assets and
$50 million to $100 million in debts.


SPANSION INC: Stock to Be Delisted From NASDAQ Beginning May 7
--------------------------------------------------------------
Spansion Inc. received notice from NASDAQ that the last day of
trading for Spansion common stock on The NASDAQ Stock Market will
be May 6, 2009, as a result of a delisting determination which
will take effect before trading on May 7, 2009.

The Company does not expect the delisting to have any significant
impact to its business.  The Company believes it is making
progress on its restructuring plans.  With cash balances of $195
million as of April 27, of which $110 million is in the United
States, Spansion believes it has adequate cash to continue normal
business operations.

Recently the Company announced that it plans to pursue a
standalone strategy focused on the embedded solutions market and
Intellectual Property licensing business, to leverage its charge-
trapping technology, market segment leadership and strong customer
relationships.  The Company is also actively pursuing strategic
alternatives for its wireless business.

Spansion's discussions with creditors continue to progress.  The
Company's goal is to have creditor and court approval of the
restructuring plan by the fourth quarter.  If the restructuring
plan is approved, Spansion will emerge from Chapter 11 and operate
without the constraints currently imposed by the U.S. Bankruptcy
Court.

During the restructuring process, the Company plans to continue to
provide business updates via press releases and through its
website. Stockholder voting rights will not be affected by the
delisting and the Company plans to continue to hold its annual
stockholder meeting.

The Company's goal is to emerge from its Chapter 11 restructuring
process with a sustainable business model aimed at maximizing
recovery for creditors, generating positive free cash flow and
profitability.  Additionally, the Company plans to seek a
relisting on one of the major stock exchanges at the appropriate
time after the completion of its restructuring process.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the Spansion's
Chapter 11 cases.  As of September 30, 2008, Spansion disclosed
total assets of $3,840,000,000, and total debts of $2,398,000,000.

On April 30, Spansion Japan Limited commenced parallel proceedings
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 09-11480).  Gregory Alan Taylor, Esq., at Ashby & Geddes in
Wilmington, Delaware, represents Spansion Japan in U.S. bankruptcy
matters.  Spansion Japan listed $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Kevin J. Carey presides over the Chapter 11 and 15 cases.
None of Spansion's subsidiaries in countries other than the United
States and Japan are included in the U.S. or Japan filings.


SPECTRUM BRANDS: Asks Court to Defer Setting of Claims Bar Date
---------------------------------------------------------------
Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their
debtor affiliates ask Judge Ronald B. King of the U.S. Bankruptcy
Court for the Western District of Texas to defer the setting of a
bar date by which proofs of claim may be filed pending the Court's
consideration of the Debtors' Plan of Reorganization.  Further,
the Debtors seek the Court's permission to waive the setting of a
General Bar Date if the Plan is confirmed.

D.J. Baker, at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, relates the Debtors have made significant progress during
their Chapter 11 cases.  The Court has approved the Disclosure
Statement and the process of soliciting votes on, and providing
notice of, the Plan has commenced.  The hearing to consider
confirmation of the Plan is scheduled to commence on June 15,
2009.

Mr. Baker asserts that deferment of the setting of a bar date in
the Debtors' bankruptcy cases is warranted given the terms of the
Plan, which proposes a restructuring of the noteholder claims that
has the support of holders of approximately 70% of the notes, and
that leaves unimpaired the remaining classes of creditors that are
entitled to payment.   Noteholder claims are deemed allowed by the
Plan, so no proof of claim process is required as to those claims,
Mr. Baker avers.

Furthermore, Mr. Baker notes that under the Plan, the Debtors
intend to treat most other claims in the same manner they would
outside of bankruptcy -- if they are valid, they will be paid on
agreed terms, and if not valid, they will be disputed and
potentially settled or litigated.

As to the interests and claims of stockholders, the Plan provides
for no distributions to the stockholders in accordance with the
Bankruptcy Code's subordination provisions and the absolute
priority rule.  Consequently, not only is the need for filing
proofs of claim prevented for all claims and interests, but a
bankruptcy claims and objection process will cause unnecessary
delay and expense to the Debtors' estates for no useful purpose,
Mr. Baker asserts.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Court OKs Adequate Protection Payment to Goldman
-----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, in an agreed order, authorized Spectrum Jungle
Labs Corporation, Spectrum Brands, Inc., and their debtor
affiliates to provide adequate protection to Goldman Sachs Credit
Partners, L.P., as administrative agent for the consortium of
lenders under the Term Loan Credit Agreement dated March 30, 2007,
among Spectrum Brands Inc., as the borrower, certain subsidiaries
of Spectrum Brands, as guarantors, Goldman Sachs, and the term
loan lenders.

The adequate protection will come in the form of:

   (a) ongoing payment of the reasonable fees, costs and expenses
       of the Senior Secured Agent other than fees and expenses
       of outside advisors; and

   (b) ongoing payment of the reasonable fees and expenses of
       Wachtell, Lipton, Rosen & Katz, Haynes and Boone, LLP,
       Cravath, Swaine & Moore LLP and Houlihan Lokey Howard &
       Zukin, Inc., as legal and financial advisors retained by
       or at the direction of the Senior Secured Agent, in each
       case in accordance with the revised 13-week budget, a
       full-text copy of which is available for free at:

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

The Debtors will pay all fees, costs and expenses on the same
schedule as is applicable to the monthly statements of Court-
retained professionals under the administrative order governing
interim compensation and reimbursement of professionals, with
submission of invoices to be made on or about the 25th day of the
month following the month in which fees, costs and expenses were
incurred, and payment of invoices to be made after 15 days
following the date of submission.

As further adequate protection for any diminution in value of the
collateral of the Senior Secured Lenders, the Debtors are
authorized and directed to, provide adequate protection to the
Senior Secured Agent, on behalf of itself and the Senior Secured
Lenders, in the form of cash payments of interest at the non-
default rate under the Term Loan Agreement, as and when due
pursuant to the terms thereof, but solely as and to the extent
that:

   -- immediately after giving effect to the payment, the Debtors
      will have $25 million of excess "Net Availability" as
      reflected in the Revised Budget;

   -- after giving effect to the payment, the Debtors will
      continue through August 28, 2009, to have at least 85% of
      projected "Net Availability" as reflected in the Revised
      Budget; and

   -- in the case of any payment to be made after June 30, 2009,
      the Debtors have a committed exit financing facility, in
      form and substance acceptable to agent and lenders under
      the ABL DIP Facility; provided, that no further adequate
      protection payments will be permitted after August 28,
      2009.

In the event that the Debtors do not have sufficient excess
Net Availability on an interest payment date to pay all or any
portion of the applicable adequate protection payment, but
generate sufficient excess Net Availability in a subsequent week
to permit the Debtors to pay any or all of the unpaid adequate
protection payment, the Debtors will make a "catch up" payment
provided that the conditions to adequate protection payments.

The Debtors will deliver a copy of each weekly rollforward of the
Revised Budget to Houlihan Lokey Howard & Zukin, Inc. at the same
time as update is delivered to the agent and lenders under the
ABL DIP Facility.  The rollforwards will be maintained by
Houlihan Lokey as a confidential document under the terms of its
existing confidentiality agreement with the Debtors.

The Order is without prejudice to the right of the Senior Secured
Agent to re-file the Motion at any time (i) upon the earlier of
(a) default by the Debtors on any of their obligations, and (b)
August 28, 2009; or (ii) to seek adequate protection in the form
of ongoing payment by the Debtors of the reasonable fees and
expenses of additional legal, financial advisory, investment
banking and other professionals retained by or at the direction
of the Senior Secured Agent.

No provision of the Order will (a) limit, restrict or waive (i)
the Senior Secured Lenders' efforts to recover interest on any
outstanding obligations under the Credit Agreement at the
applicable default rate of interest as provided therein; (ii) the
Senior Secured Lenders' ability or rights to argue against the
treatment of the outstanding obligations under the Credit
Agreement pursuant to the Debtors' proposed plan of
reorganization; or (iii) the Senior Secured Lenders' efforts to
recover payment in full of the fees and expenses of the Specified
Professionals and the other professionals.

The Debtors filed with the Court the Restructuring Support
Agreement as an exhibit for the continuation of the hearing on
the final approval of the DIP Motion.  The Debtors also delivered
to the DIP Agent and Lenders a revised 13-week budget, a full-
text copy of which is available for free at:

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

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Files 4th Amended Plan & Disclosure Statement
--------------------------------------------------------------
Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their
debtor affiliates filed with the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, on April 28,
2009, a fourth amended Plan of Reorganization and a Disclosure
Statement explaining the Plan.

The Fourth Amended Plan and Disclosure Statement, according to the
Debtors, were filed for purposes of solicitation and confirmation,
subject to any permissible modifications.

The Amended Plan states that the Debtors will file a Plan
Supplement at least five business days before the Confirmation
Hearing to include a term sheet for the proposed Exit Facility.
The Debtors say they are "are well-positioned to satisfy that
requirement."  Closing of an Exit Facility is a condition
precedent to the occurrence of the Effective Date of the Plan.

The Amended Plan and Disclosure Statement also contained these
exhibits:

   -- Pro Forma Financial Projections, available for free at:

         http://bankrupt.com/misc/spectrumfinlprojections4.pdf

   -- Liquidation Analysis, available for free at:

         http://bankrupt.com/misc/spectrumliquidanalysis4.pdf

   -- Valuation Analysis, available for free at:

         http://bankrupt.com/misc/spectrumvaluation4.pdf

   -- Corporate Structure Chart, available for free at:

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

   -- Solicitation Order, available for free at:

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

A full-text copy of the Final Disclosure Statement is available
for free at http://bankrupt.com/misc/spectrum_4thds.pdf

A full-text copy of the Final Plan is available for free at
http://bankrupt.com/misc/spectrumplan4.pdf

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Spectrum Brands, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

A.    Real Property
         Manufacturing Facility - Fennimore, WI       $2,136,709
         Manufacturing Facility - Portage, WI          2,815,916
         Land - Middleton, WI                             17,852
         Vacant Land                                      32,000

B.    Personal Property

B.1   Cash on hand                                         6,750
B.2   Bank Accounts                                      964,152

B.3   Security Deposits
         Bank of America Leasing                         700,000
         CH Robinson Company                             175,000
         CHS                                           1,606,562
         Jet Direct                                      300,000
         Jet Lease                                        25,000
         Lock it Up LLP                                  155,904
         Mitsui Bussan Commodities, Ltd.              13,214,097
         Sentient                                        200,000
         SHPS                                             50,416
         Standard Bank PLC                               521,570
         The Plaza at Boca Raton                          17,210
         United HealthCare                                24,000
         US Bank - SPG Partners                          750,000
         Velcor                                           18,000

B.5   Books, art objects or collectibles                 379,626

B.9   Interests in insurance policies
         Great American Insurance Company                543,386
         Metropolitan Life                                46,833
         Northwestern Mutual Life Insurance            1,404,249

B.13  Stock and interests
         Minera Vidaluz, 99.98% owned by Debtor          Unknown
         Rayovac Argentina, 5.01% owned by Debtor        Unknown
         Rayovac Brasil, 00.01% owned by Debtor          Unknown
         Rayovac Chile, 0.01% owned by Debtor            Unknown
         Rayovac Foreign, 99.90% owned by Debtor         Unknown
         Remington Licensing, 50% owned by Debtor        Unknown
         ROV Holding, Inc., 100% owned by Debtor         683,156
         Rovcal, Inc., 100% owned by Debtor              Unknown
         Spectrum Brands Holding B.V., 3% owned by Debtor 12,082
         Tetra Holding (US), 100% owned by Debtor         21,068
         United Industries Corp., 100% owned by Debtor   724,929

B.16  Accounts receivable
         Net Trade Receivables                        55,015,919
         Miscellaneous Receivables                    20,546,889
         ROV Holding, Inc.                            16,705,264
         United Industries Corp.                     700,168,214
         United Pet Group Inc.                       104,337,214
         Microlite S.A.                                1,597,989
         Rayovac Chile Sociedad                        1,413,554
         Rayovac Guatemala S.A.                        3,755,737
         Varta Consumer Batteries GmbH                 1,068,969
         Others                                        4,846,461

B.18  Other liquidated debts                           1,216,416
B.20  Contingent & non-contingent interests            3,816,922
B.23  License                                        213,783,000
B.25  Automobiles                                         17,757
B.28  Office equipment                                12,415,082
B.29  Machinery                                       34,231,544
B.30  Inventory                                       82,481,890
B.35  Other personal property                        (60,510,778)

   TOTAL ASSETS                                   $1,224,454,517
   =============================================================

C. Property Claimed as Exempt                                 $0

D. Creditors Holding Secured Claims                1,557,822,084

E. Creditors Holding Unsecured Priority Claims                 0

F. Creditors Holding Unsecured
   Non-priority Claims                             1,670,239,513

   TOTAL LIABILITIES                              $3,228,061,597
   =============================================================

Spectrum Brands also filed with the Court its statement of
financial affairs.  Spectrum Brands discloses that during two
years before the Petition Date, the company has received income
from the operation of its business:

   Amount             Source                          Year
   ------             ------                          ----
   $1,171,490,000     Total gross revenue      2006 - 2007
      414,667,000     Total gross revenue      2007 - 2008
      177,942,000     Total gross revenue      2008 - 2009

Spectrum Brands also received income other than from the
operation of its business during the two years immediately
preceding the Petition Date.

   Amount            Source                          Year
   ------            ------                          ----
   $1,460,858        Lease Termination        2006 - 2007
    2,304,457        Rayovac/Remington        2006 - 2007
                     Retiree Medical Plan

Within 90 days immediately preceding the Petition Date, Spectrum
Brands paid to approximately 370 creditors $213,854,103 on loans,
installment purchases of goods or services, and other debt.  A
list of those Payments is available for free at:

   http://bankrupt.com/misc/SpectrumBrandsInc_90day_creditors.pdf

Within one year immediately preceding the Petition Date, Spectrum
Brands paid $73,461,123 to 17 creditors who are insiders:

   Name                                   Amount
   ----                                   ------
   John D. Bowlin                       $189,456
   Charles Brizius                        19,741
   William Carmichael                    129,804
   Anthony L. Genito                   1,677,286
   Kent J. Hussey                      4,990,185
   David R. Lumley                     2,738,553
   John S. Lupo                          118,764
   Ningbo Baowang Battery Co. Ltd.     3,003,345
   Rayovac Guatemala SA                  316,266
   Rayovac Micro power Ltd - UK        4,632,272
   ROV Holding, Inc.                  35,224,350
   Scott A. Schoen                        19,769
   Thomas Shepherd                       127,105
   Spectrum Brands Asia               11,934,665
   Barbara Thomas                        117,328
   Varta - Columbia SA                   219,456
   Varta Consumer Batteries            8,002,679

Mr. Genito discloses that within one year immediately preceding
the company's Petition Date, Spectrum Brands was or is party to
approximately 168 suits and administrative proceedings.  A full-
text copy of those lawsuits is available for free at:

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

Spectrum Brands gave gifts or charitable contributions to more
than 30 persons or organizations within one year immediately
preceding the Petition Date.  A list of the recipients is
available for free at:

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

The company reports that within one year immediately preceding
the Petition Date, it lost nearly $700,000 for the value of goods
damaged by different causes:

   Goods                          Value            Cause
   -----                          -----            -----
   Batteries and Flashlights     $607,387   Fire and water damage
                                            on a cargo vessel

   Batteries and Flashlights        1,700   Partial derailment
                                            train

   Roof Trusses, Purlins,          90,700   Roof collapse due to
   Roof Material                            snow load

Within one year immediately preceding the Petition Date, Spectrum
Brands paid $4,665,219 to persons, including attorneys, for
consultation concerning debt consolidation, relief under
bankruptcy law, or preparation of a petition in bankruptcy:

   Firm                                           Amount
   ----                                           ------
   Deloitte Tax LLP                             $439,772
   Law Offices of William B Kingman               53,603
   Perella Weinberg Partners LP                  648,517
   Skadden Arps Slate Meagher & Flom LLP       3,373,327
   Vinson & Elkins, LLP                          150,000

The company has transferred property either absolutely or as
security within two years immediately preceding the Petition Date
to:

   (a) Goldman Sachs Credit Partners, L.P., as agent, pursuant to
       a $1,6000,000,000 Term Credit Agreement, having first
       priority liens on the Debtors' domestic property and 65%
       of the equity interests of the Debtors' first tier foreign
       subsidiaries and second priority liens on the Debtors'
       domestic accounts receivable and inventory; and

   (b) Wachovia National Association, as agent, pursuant to a
       $225,000,000 Asset-Based Lending Credit Facility, having
       first priority liens on the Debtors' accounts receivable
       and inventory.

Setoffs were made by three creditors against the debts of
Spectrum Brands within 90 days preceding the Petition Date:

   Name                             Amount
   ----                             ------
   CHS, Inc.                    $1,606,562
   Jet Aviation, Inc.              300,000
   Southern California Edison       27,332

Prior to the petition date, and in the ordinary course of its
business, the Debtor entered into certain hedging contracts with
various parties.  Certain of the contracts were secured by margin
deposits.  During the 12-month period prior to the Petition Date,
the Debtor periodically directed creditors to offset monthly
ordinary course settlements in favor of creditor with funds from
the margin accounts.

The property owned by another person that is controlled by the
Debtor are:

   Name of Owner         Property                        Value
   -------------         --------                        -----
   Averick Corporation   Cash Deposit                   $90,625
   Open Peak             Cash Deposit                     8,535
   Timcal America        Consigned Inventory-Graphite    61,432

As of February 1, 2009, the amount of Spectrum Brands' inventory
was $82,481,890.

Within one year immediately preceding the Petition Date, the
company has credited the withdrawals of these insiders:

   Name                             Amount
   --------                         ------
   Aquaria, Inc.                   $40,469
   Aquarium Systems                 27,899
   Tetra Holding (US), Inc.      2,732,822

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPECTRUM BRANDS: Seeks August 3 Extension of Plan Filing Period
---------------------------------------------------------------
Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their
debtor affiliates are asking the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, for an extension
of their exclusive periods to file and solicit acceptances of a
bankruptcy plan.

On April 28, 2009, the Debtors filed fourth amended Plan of
Reorganization and a Disclosure Statement explaining the Plan.

Pursuant to Section 1121(b) of the Bankruptcy Code, an initial
period of 120 days is provided after the commencement of a Chapter
11 case during which a debtor has the exclusive right to propose a
plan of reorganization.  In addition, Section 1121(c)(3) provides
that if a debtor proposes a plan within the Exclusive Proposal
Period, it has the balance of 180 days after the commencement of
the Chapter 11 case to solicit acceptances of the plan.  During
the Exclusive Proposal Period and the Exclusive Solicitation
Period, plans may not be proposed by any party in interest other
than the debtor.

In the Debtors' cases, their Exclusive Plan Proposal Period will
expire on June 3, 2009, and their Exclusive Solicitation Period on
August 2, unless these are extended.

According to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, the Debtors expect to have their plan of
reorganization confirmed within the initial 180-day Exclusive
Solicitation Period.  However, in an abundance of caution, the
Debtors ask Judge Ronald B. King of the U.S. Bankruptcy Court for
the Western District of Texas, San Antonio Division, to extend
their Exclusive Proposal Period to August 3 and their Exclusive
Solicitation Period to October 2.

The Debtors are seeking to extend their Exclusive Periods to
ensure that, notwithstanding any intervening events, they have
the intended benefits of exclusivity for a reasonable period of
time.  Mr. Baker avers that the sheer size and complexity of the
Debtors' businesses and Chapter 11 cases constitute cause to
extend the Exclusive Periods.

Although the Debtors are confident that their pending plan will
be confirmed within the initial Exclusive Solicitation Period,
they recognize that there are no guarantees, Mr. Baker tells the
Court.  If future events necessitate the filing of a new or
amended plan, the Debtors should not risk either litigation over
the status of their exclusive rights or loss of their exclusive
rights, he adds.

Furthermore, Mr. Baker assures the Court that the requested
extension of the Exclusive Periods will not prejudice the
legitimate interests of any creditor or other party-in-interest.
To the contrary, the proposed extension will advance the Debtors'
efforts to preserve value and avoid unnecessary and wasteful
motion practice, he emphasizes.

                 Lease Decision Deadline Extension

In a separate motion, the Debtors ask the Court to extend their
time to assume or reject the unexpired leases to and including the
earlier of (a) September 1, 2009, or (b) the effective date of the
Debtors' joint plan of reorganization.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the 120-day
period during which the Debtors must assume or reject unexpired
nonresidential real property leases expires June 3, 2009.  Section
365(d)(4)(B) provides that the Debtors may request a 90-day
extension of the deadline by which the Debtors may assume or
reject unexpired non-residential real property leases.

As of April 29, 2009, the Debtors are lessees under more than 40
unexpired leases of nonresidential real, the vast majority of
which are leases used by the Debtors for their manufacturing
operations, packaging and distribution centers, warehousing, and
sales and administrative offices.  The facilities and premises
leased under the Unexpired Leases form the platform of the
Debtors' ongoing business operations and are, thus, key assets of
the Debtors' estates, Mr. Baker says.

The Debtors filed a plan of reorganization on the Petition Date
and a hearing on confirmation of that plan is scheduled to
commence on June 15, 2009.  The Debtors' plan proposes to assume
all of their unexpired nonresidential real property leases not
previously rejected.  The Debtors, with the assistance of their
advisors, have identified the Unexpired Leases that will be
critical to their reorganization in the context of their current
plan.  While the Debtors expect their plan to be confirmed, Mr.
Baker says it would not be in the best interests of the Debtors
stakeholders to make binding assumption and rejection decisions
prior to achieving confirmation of their plan.  Therefore, the
Debtors need an extension of the Section 365(d)(4) deadline to
avoid being compelled, prematurely, to assume substantial, long-
term liabilities under the Unexpired Leases or forfeit benefits
associated with some Unexpired Leases to the detriment of the
Debtors' ability to operate and preserve the going-concern value
of their business for the benefit of all creditors and other
parties-in-interest.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


ST LAWRENCE HOMES: Wins Interim Approval of Capital Bank DIP Loan
-----------------------------------------------------------------
St. Lawrence Homes Inc. won interim approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina
(Wilson) to obtain debtor-in-possession financing from Capital
Bank, an existing lender, Bloomberg's Bill Rochelle reported.

According to the report, St. Lawrence may borrow $220,000 to
complete homes the bank was financing and may borrow another
$800,000 to build homes for purchasers who sign new contracts.

The Court will consider final approval of the loan at the hearing
on May 27.

Founded in 1987, St. Lawrence Homes, Inc. -- http://www.stlh.com/
-- is a North Carolina based homebuilder with additional
operations in Ohio.  It claims to be recognized as one of the
largest privately held builders in the country.

St. Lawrence filed for Chapter 11 on February 2 (Bankr. E.D. N.C.,
Case No. 09-00775).  The Company, in its bankruptcy petition,
listed assets of $158.2 million against debt totaling
$116.4 million as of Oct. 31.


STANLEY S. BRITO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stanley S. Brito
        1634 Waterford Falls Ave
        Las Vegas, NV 89123

Bankruptcy Case No.: 09-17111

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Terry V. Leavitt, Esq.
                  601 S. 6Th St.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178
                  Email: terrylt1@ix.netcom.com

Total Assets: $1,262,900

Total Debts: $2,056,978

According to its schedules of assets and liabilities, $960,365 of
the debt is owing to secured creditors, $40,500 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/nvb09-17111.pdf

The petition was signed by Mr. Brito.


STEPHEN P. RACETTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Stephen P. Racette
        79 Shore Avenue
        Quincy, MA 02169

Bankruptcy Case No.: 09-14048

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: John A. Ullian, Esq.
                  Law Offices of Ullian & Assoc.
                  220 Forbes Road
                  Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.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 Mr. Racette.


SUN-TIMES MEDIA: James Tyree Will Bid for Company
-------------------------------------------------
James Tyree, Mesirow Financial Holdings chairperson, said that he
is assembling a group to bid for Sun-Times Media Group, Inc., The
Associated Press reports.

Mr. Tyree, The AP says, would like to form a group of four to 25
"to keep this great institution in Chicago."  Citing Mr. Tyree,
Crain's states that potential co-investors include a private-
equity firm.

Mr. Tyree, according to The AP, said that he is reviewing the Sun-
Times Media books.  Mesirow Financial wouldn't be part of any bid,
The AP says, citing Mr. Tyree.  Mr. Tyree said that he wants to
keep the Chicago Sun-Times and its 58 suburban Chicago papers and
Web sites, The AP states.

Mr. Tyree, The AP relates, said that he discussed a potential bid
last week with Sun-Times Media CEO Jeremy Halbreich.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SWIFT TRANSPORTATION: Bank Debt Sells at 40% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co. Inc. is a borrower traded in the secondary
market at 60.50 cents-on-the-dollar during the week ended May 1,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 3.42 percentage points from the previous week, the Journal
relates.   The loan matures March 15, 2014.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and S&P's B- rating.

Swift Transportation Co, Inc., headquartered in Phoenix, Arizona,
is the largest provider of truckload transportation services in
the United States, with line-haul, dedicated and inter-modal
freight services.

The Troubled Company Reporter said on December 5, 2008, that
Moody's Investors Service has lowered the ratings of Swift
Transportation's Corporate Family Rating to Caa1 from B3.  The
rating of the first lien credit facility was lowered to B3 from
B1, while the second lien notes' ratings were lowered to Caa3 from
Caa2.  The rating outlook remains negative.


TECK RESOURCES: Moody's Assigns 'Ba3' Senior Secured Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba3 (LGD3, 45%) senior
secured rating to Teck Resources Limited's proposed senior secured
notes issuance.  At the same time, Moody's affirmed Teck's Ba3
Corporate Family Rating and the Ba3 (LGD3, 45%) rating on Teck's
existing senior notes, which have been granted security pari passu
with that provided against the company's revolver, bridge and term
loans, and proposed senior secured notes.  Moody's also raised
Teck's Speculative Grade Liquidity rating to SGL3 from SGL4,
representing adequate liquidity over the next 12 months. The
rating outlook remains negative.

Teck's refinancing risk profile has improved considerably with the
extension of its bridge loan maturity and deferral of scheduled
term loan payments.  Mandatory payments under these two loans that
were previously due by October 29, 2009 have been reduced from
US$6.3 billion to US$1.8 billion (US$1.1 billion after the
application of cash on hand a term loan payment).  The maturity
date of the bridge loan has been extended to October 31, 2011 from
October 29, 2009 and scheduled repayments under the term loan have
been substantially reduced in the near term.  Proceeds from the
proposed note issuance will be used in their entirety to reduce
the bridge loan.  In exchange for these considerations, Teck has
agreed to substantially higher interest rates and fees and has
granted pari passu security interests in the majority of its
assets to all of the lenders and note holders under its revolver,
bridge loan, term loan, existing notes and proposed notes.

While these financing transactions represent significant positive
steps for Teck, it still faces scheduled debt repayments under its
term loan of approximately US$1.1 billion in each of 2010 and
2011, and of approximately US$1.7 billion in 2012.  Additionally,
with the application of the proceeds of the new issue to the
bridge, Teck's 2011 bridge maturity will still be approximately
US$3 billion, assuming a US$1.5 billion notes issue and excluding
proceeds from announced asset sales.  A significant portion of
these debt repayments will need to derived from additional asset
sales and possible refinancings, as Moody's expect free cash flow
generation to be significantly below the amount required over the
next three year to meet scheduled debt payments.

The Ba3 corporate family rating reflects Teck's high debt burden,
weak copper and zinc markets, and the lack of visibility in the
recovery of the steel sector that will likely continue to pressure
metallurgical coal prices and volumes.  The Ba3 rating favorably
considers Teck's diversified operations, solid position across a
variety of metals and ore markets, and high-quality assets in
primarily politically stable regions.

The rating also considers sharply higher debt service costs, which
will be impacted by significantly higher negotiated interest
rates, step-ups and fees.  While the amendments will permit
additional asset sales to occur in a more orderly fashion, and
spreads required debt reduction over a longer time period, the
company will continue to be challenged to generate meaningful free
cash flow in uncertain base metals and met coal price
environments.  Constrained capital markets and depressed asset
prices may further limit the ability to raise funds.
Consequently, over the near term, Teck's ability to reduce debt,
refinance the remaining bridge, meet scheduled term loan payments,
and maintain adequate liquidity will remain the principal rating
drivers, along with a stabilization of met coal and metals
markets.

Teck's SGL3 Speculative Grade Liquidity rating represents adequate
liquidity over the next 12 months.  At March 31, 2009 Teck had
approximately C$1.6 billion of cash and US$870 million under its
existing revolving credit facility, of which US$837 million is
available.  The revolver matures in 2012 and the company also has
about C$275 million in conformed bi-lateral credit facilities of
which C$114 million is undrawn.  The cash balance has since been
reduced by an approximate US$650 million required payment under
the bridge loan as this amount was received from a tax refund.
The company is also expecting to receive payments totaling
approximately US$480 million from two announced asset sales, with
these proceeds also required to be used to reduce the bridge loan.
Available liquidity combined with internally generated cash should
be sufficient to cover all of the company's principal cash
obligations, including interest expense, capital expenditures,
working capital requirements and scheduled debt repayments of
approximately US$800 million.  Teck does have the ability to sell
assets such as the potential sale of an interest in Elk Valley and
the sale of its interest in Fort Hills, but all proceeds from
assets sales will be required to be used to reduce first the
bridge loan and then the term loan.  Teck's credit agreements now
include a debt to EBITDA ratio of not greater than 4.75:1 at June
30, 2009, stepping up to 5.25:1 at September 30, 2009, and an
EBITDA to interest coverage ratio of not less than 3.5:1 at June
30, 2009, reducing to 2.5:1 at September 30, 2009 and 2:1 at
December 31, 2009.  Teck's ability to comply with these covenants
over the next twelve months will be dependent on metals prices
holding at or near current levels, metallurgical coal prices being
realized consistent with current benchmark prices and Teck's coal
shipments being realized in the 18 - 20 million tonne range.

Upgrades:

Issuer: Teck Resources Limited

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of 46 - LGD3 to 45 - LGD3 from LGD4, 50%

Assignments:

Issuer: Teck Resources Limited

* Senior Secured Regular Bond/Debenture, Assigned a range of 45
  - LGD3 to Ba3

The last rating action on Teck Cominco was a downgrade of the
company's Corporate Family Rating to Ba3 (from Ba1) on February 6,
2009.

Teck Resources Limited, based in Vancouver, British Columbia, has
a diversified business base with operations in zinc, copper,
metallurgical coal, gold and other investment holdings.  Revenues
in 2008 were C$6.9 billion.


TECK RESOURCES: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it removed all ratings on
Teck Resources Ltd. (formerly Teck Cominco Ltd.) from CreditWatch
with negative implications, where they were placed March 20, 2009.
At the same time, S&P affirmed its 'BB+' long-term corporate
credit and senior secured debt ratings on the company.  The
outlook is negative.

The '3' recovery rating on Teck's senior secured debt is
unchanged, indicating S&P's opinion as to an expectation of
meaningful recovery (50%-70%) in the event of default.

In addition, S&P assigned its 'BB+' debt rating, with a recovery
rating of '3', to the company's proposed senior secured notes,
which could be issued in three tranches due 2014, 2016, and 2019.

"We believe that the recent extension of the company's credit
facilities, as well as successful placement of the proposed notes,
substantially addresses near-term maturity risks, although weak
demand for its core metals products combined with high financing
costs have slowed the pace of debt reduction, and have contributed
to a speculative-grade credit profile," said Standard & Poor's
credit analyst Donald Marleau.

Teck incurred US$9.8 billion of debt in late 2008 to acquire the
60% of Elk Valley Coal Partnership it did not already own.  Market
conditions in Teck's core commodities have improved to date in
2008, but S&P believes that stronger metals prices are susceptible
to declining quickly amid the prevailing economic uncertainty.  As
such, S&P expects that Teck will continue selling assets to reduce
debt, and S&P believes that prospects are good for the company to
reduce debt significantly without cutting into its core assets.

"The ratings on Teck reflect our assessment of the company's
financial risk profile, which S&P view as aggressive,
characterized by its high debt leverage and volatile cash flows
stemming from its exposure to cyclical base metals prices," Mr.
Marleau added.

Teck has a heavy debt load, most of which it incurred for an
acquisition in late 2008 before conditions in its core metals
markets deteriorated sharply.  On the other hand, Teck has a
business risk profile that S&P considers satisfactory for a
diversified metals and mining company with low-cost, long-lived
mines.  The company's reserve base is solid in S&P's view, with
more than 15 years of proven and probable reserves for its most
significant assets and S&P believes it has good prospects to
extend mine lives by converting its large resources into reserves.
Teck is among the world's largest producers of zinc and seaborne
hard coking coal and a significant producer of copper and lead,
giving it a diversified source of earnings.

The negative outlook stems from S&P's expectation that debt
leverage and interest coverage ratios will likely weaken through
2009 along with weaker metallurgical coal prices and volumes, and
as attractive copper hedges roll off.  S&P believes that debt
reduction in 2009 and 2010 will depend heavily on Teck's ability
to monetize assets, and its cash from operations is highly levered
to met coal prices and volumes.  As such, the company will need to
maintain about C$1 billion of free operating cash flow for debt
reduction in the next several years to maintain the ratings.
Moreover, the company could breach covenants on its bridge and
term credit facilities later in 2009 if weaker metals prices
coincide with its persistently high debt levels.  S&P could lower
the ratings if debt leverage increased materially over 4x on a
sustained basis.  On the other hand, S&P could revise the outlook
to stable if the company's leverage improved to 3x along with
improving conditions in its key commodity markets.


THANKS TOM: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Thanks Tom And Jean, LLC
        Attn: Miles Munson
        102 Brookdale Place
        Solana Beach, CA 92075

Bankruptcy Case No.: 09-09322

Chapter 11 Petition Date: May 4, 2009

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

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: Jonathan B. Frutkin, Esq.
                  The Frutkin Law Firm, PLC
                  Two Renaissance Square
                  40 N Central Ave, Suite 1400
                  Phoenix, AZ 85004
                  Tel: (480) 295-3470
                  Fax: (602) 926-8624
                  Email: jfrutkin@frutkinlaw.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 9
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/arb09-09322.pdf

The petition was signed by Miles Sven Munson.


THORNBURG MORTGAGE: Plans to Sell Adfitech as Going Concern
-----------------------------------------------------------
ADFITECH, Inc. a wholly owned subsidiary of Thornburg Mortgage
Home Loans, Inc., is in Chapter 11 with its affiliates and parent,
but will continue operating its business, if plans to sell the
business is successful.

The Debtors have filed with the U.S. Bankruptcy Court for the
District of Maryland (Baltimore Division) an application to retain
Houlihan Lokey Howard & Zukin Capital Inc. as their investment
banker for purposes of effectuating a sale of Adfitech as a
separate going concern entity.

Clarence G. Simmons III, chief financial officer of Thornburg,
relates the Debtors believe that the ongoing business of Adfitech
is a very valuable asset.  Houlihan Lokey has begun the process of
marketing Adfitech for sale.  Marketing materials have been
prepared; a data room has been established; confidentiality
agreements have been signed; and potential interested parties have
been contacted by Houlihan Lokey.  The sale process is well
underway, he says.

The Debtors believe that with Houlihan Lokey's assistance they
will be successful in realizing substantial value through the sale
of Adfitech.

Adfitech was founded in 1983 by Tom Apel, who is presently
Adfitech's chief executive officer.  Centex Corporation purchased
the stock of the company in 1996.  TMHL acquired Adfitech from a
subsidiary of Centex Corporation in August 2006.

In general, Adfitech provides its mortgage loan auditing services
to mortgage noteholders of varied sizes. Its business is devoted
solely to residential mortgages rather than commercial mortgages.
Adfitech serves over 450 clients nationwide, including government
agencies, Wall Street firms, mortgage companies and smaller banks.

Specifically, Adfitech's services include, without limitation: (i)
postfunding quality control; (ii) fraud review; (iii) post-funding
services (stacking, insuring, shipping and delivery of loans to
investors, warehouse banks, custodian and/or servicers); and (v)
due diligence on loans being purchased or securitized.  Adfitech
obtains from its customers lists of closed loans in their
portfolios and performs valuation work through random or directed
sampling and auditing.  Its comprehensive process involves fact
verification, employment checks, background checks, credit
reports, consistency verification, and in the case of default or
when requested, fraud detection.

According to Mr. Simmons, Adfitech has a strong market position
due in part to its industry experience and broker relationships.
Adfitech reviews between 10,000 and 12,000 individual loan files
per month.

                         Thornburg's Debt

Thornburg said that its debt includes $304 million owing on 8
percent senior unsecured notes, $1.3 billion on senior
subordinated notes and $214 million on junior subordinated notes.
Thornburg said it owes $1 billion to RBS Global Markets, $912
million to Credit Suisse Securities, $394 million to Citigroup
Inc. and $386 million to JPMorgan Chase & Co., all under master
purchase agreements.

According to Mr. Rochelle, before the bankruptcy filing Thornburg
said it expected Citigroup Global Markets Ltd. to have a
deficiency claim of $394 million, while the deficiency for UBS AG
would be $87 million. It said at the time that other lenders
included JPMorgan Chase Funding Inc., Credit Suisse Securities
(USA) LLC, and Royal Bank of Scotland Plc.

                    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 adjustablerate
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.

Thornburg Mortgage, Inc. and its four affiliates filed for Chapter
11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge Duncan
W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc. is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of Jan. 31,
2009.


THORNBURG MORTGAGE: Owes $2.69-Bil. Under 4 Repurchase Deals
------------------------------------------------------------
Thornburg Mortgage Inc. said in a filing with the U.S. Bankruptcy
Court for the District of Maryland (Baltimore) that it owes:

     $1 billion to RBS Global Markets,
     $912 million to Credit Suisse Securities,
     $394 million to Citigroup and
     $386 million to JPMorgan,

The debts are owed under separate master purchase agreements among
the parties.

Bill Rochelle at Bloomberg News reports that the debt includes
$304 million owing on 8% senior unsecured notes, $1.3 billion on
senior subordinated notes and $214 million on junior subordinated
notes.

Thornburg said early April that it would file for Chapter 11 to
either to liquidate or sell the assets while allowing lenders to
take possession of their collateral.  It said it would transfer
loan-servicing rights to the lenders. Servicing rights are part of
the lenders' collateral.

                     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 adjustablerate
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.

Thornburg Mortgage, Inc. and its four affiliates filed for Chapter
11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge Duncan
W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc. is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of Jan. 31,
2009.


THORNBURG MORTGAGE: Chapter 11 Filing Cues Fitch's 'D' Rating
-------------------------------------------------------------
Fitch Ratings has downgraded Thornburg Mortgage, Inc.'s Issuer
Default Rating to 'D' from 'RD' following the announcement that
the company has filed for Chapter 11 bankruptcy protection.

In addition, Fitch has affirmed Thornburg's debt ratings:

  -- Senior notes at 'C/RR6';
  -- Senior subordinated secured notes at 'C/RR6';
  -- Subordinated notes at 'C/RR6';
  -- Preferred stock at 'C/RR6'.


TORREYPINES THERAPEUTICS: Posts $2.12 Million Net Loss for Q1 2009
------------------------------------------------------------------
TorreyPines Therapeutics, Inc., reported a net loss of
$2.12 million with no revenues for the three months ended
March 31, 2009, compared to a net loss of $3.89 million on total
revenues of $2.04 million for the same period in 2008.

TorreyPines Therapeutics had $6.70 million in total assets,
$4.87 million in total liabilities, and $1.83 million in
stockholders' equity at March 31, 2009.

As of March 31, 2009, TorreyPines' accumulated deficit was
$121.3 million and based on its operating plan, its existing
working capital is not sufficient to meet cash requirements to
fund planned operating expenses and working capital requirements
through December 31, 2009, without additional sources of cash.

"These conditions raise substantial doubt about our ability to
continue as a going concern," TorreyPines said in a regulatory
filing with the Securities and Exchange Commission.

According to TorreyPines, management plans to address the expected
shortfall of working capital by securing additional funding
through project financing, equity financing, a development partner
or sale of assets.  Additionally, TorreyPines is continuing to
explore other strategic alternatives, including a possible asset
out-licensing, asset sale or sale of the Company.

"If we are unsuccessful in securing funding from any of these
sources, we will defer, reduce or eliminate certain planned
expenditures.  There can be no assurance that we will be able to
obtain any sources of funding," TorreyPines said.

"If we cannot obtain sufficient funding in the short-term, we may
be forced to file for bankruptcy, cease operations or liquidate
and dissolve the Company."

On April 15, 2009, the Company hired Merriman Curhan Ford as its
financial advisor to assist in the evaluation of strategic
options, including the possible sale of the Company or its assets.

In an effort to conserve financial resources, on March 31, 2009,
TorreyPines reduced its work force to three employees.  In
connection with the reduction-in-force, a restructuring charge of
$191,000 was recorded in the three months ended March 31, 2009.
The restructuring charge is included in operating expenses in the
statement of operations and is comprised of $85,000 of research
and development expense and $106,000 of general and administrative
expense.

A full-text copy of TorreyPines' quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3c70

La Jolla, California-based TorreyPines Therapeutics, Inc.,
(NASDAQ: TPTX) -- http://www.tptxinc.com/-- is a
biopharmaceutical company committed to providing patients with
better alternatives to existing therapies through the research,
development and commercialization of small molecule compounds.
The Company's goal is to develop versatile product candidates each
capable of treating a number of acute and chronic diseases and
disorders such as migraine, acute and chronic pain, and
xerostomia.  The Company currently has three clinical stage
product candidates: two ionotropic glutamate receptor antagonists
and one muscarinic receptor agonist.

                           *     *     *

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.

The Company received on March 31, 2009, a letter from the Listing
Qualifications Department of the Nasdaq Stock Market notifying the
Company that based on the Company's stockholders' equity as
reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on The Nasdaq Global Market as set forth in NASDAQ
Marketplace Rule 4450(a)(3).


TROPICANA ENTERTAINMENT: Court Confirms Reorganization Plans
------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware yesterday approved Tropicana
Entertainment, LLC's creditor-supported plans of reorganization,
which include an exit financing commitment from Icahn Capital.
The Court action, which came on the one-year anniversary of
Tropicana's filing for Chapter 11 protection, clears the way for
the company to receive approval to implement the plans from gaming
regulators in Indiana, Louisiana, Mississippi, Nevada and New
Jersey.

In April, Tropicana obtained the requisite votes from its
creditors to form two operating enterprises: one comprised of
Tropicana's assets outside of Las Vegas -- OpCo -- and the other
made up solely of the Tropicana Casino & Resort on the Las Vegas
Strip -- LandCo.  The companies will be owned by separate groups
of creditors who will exchange their debt for equity in the
reorganized enterprises.  Unsecured creditors will receive
warrants to purchase shares or cash and will be entitled to
certain litigation proceeds.

"We are quite pleased with the results of what was a very
successful and efficient reorganization process," said Tropicana
Entertainment CEO Scott C. Butera.  "Tropicana exits Chapter 11
one year after filing with a new management team, solid ownership
and a substantially deleveraged balance sheet.  We are now
equipped not only to endure the economic circumstances facing the
casino gaming industry today, but also to take advantage of
opportunities as the industry rebounds in the years ahead."

Under Tropicana's approved reorganization plans, the new companies
shed more than $2.4 billion in debt and eliminated more than $125
million in annual interest payments.  The plans have the companies
emerging from Chapter 11 with substantial cash on hand.  OpCo's
$150 million exit loan commitment from Icahn Capital will be used
to repay $65 million in DIP financing and certain other
indebtedness, plus fees and expenses related to the exit
financing.  It will also be used to pay court-approved
administrative claims and expenses, provide working capital, and
for other general corporate purposes.

In addition to an improved balance sheet, Mr. Butera cited
operations enhancements that will make the businesses run more
efficiently and effectively.  He noted improvements across all
back office and administrative areas including finance and
accounting, financial planning and analysis, internal audit,
information technology, human resources, legal and marketing.

In addition, Mr. Butera said that the company's contract and lease
portfolios have been revamped to gain greater economies, that
relations with regulatory authorities have been enhanced, and that
the company now has true working relationships with organized
labor and with the communities in which it operates.

Reflecting on the accomplishments of the past year, Mr. Butera
said, "We could not have achieved this outcome without a spirit of
cooperation on the part of everyone involved: our creditors,
directors, members of the new management team, and all of the
advisors involved. Our employees also deserve a lot of credit."

The next step is for Tropicana to obtain regulatory approval to
implement the plans.

                   Immaterial Plan Modifications

The Debtors made a number of non-material modifications to the
OpCo Plan and the LandCo Plan to resolve various issues and
concerns raised by the OpCo Lenders, the LandCo Lenders, and the
Official Committee of Unsecured Creditors, as well as to resolve
various "one-off" formal and informal objections to the
confirmation of the Plans, according to Cory D. Kandestin, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware.

Redlined versions of the Amended Plans dated May 1, 2009, are
available at no charge at:

  http://bankrupt.com/misc/Tropi_RedlinedAmOpCoPlan_050109.pdf
  http://bankrupt.com/misc/Tropi_RedlinedAmLandCoPlan_050109.pdf

The Debtors also filed an amended Exhibit 2 to the OpCo Plan,
which pertains to a blacklined version of the Term Sheet on the
Reorganized OpCo Warrants to be issued under the OpCo Plan, a
copy of which is available for free at:

http://bankrupt.com/misc/Tropi_AmEx2TermSheet_OpCoPlan050109.pdf

The modifications to the Plans have the support of the OpCo
Lenders, the LandCo Lenders, and the Creditors Committee.

              Tropicana Addresses Plan Objections

The OpCo Debtors and the LandCo Debtors have each filed a chart
indicating their response to, and status of, Plan Objections,
copies of which are available for free at:

   http://bankrupt.com/misc/Tropi_OpCoPlanObj&RespChart_050109.pdf

http://bankrupt.com/misc/Tropi_LandCoPlanObj&RespChart_050109.pdf

                         Plan Supplements

The OpCo Debtors filed with the Court on May 1, 2009, amended and
supplemented exhibits to their Plan Supplement.  They are:

   (1) Amended Form of Litigation Trust Agreement;

   (2) Amended List of Members of the OpCo Litigation Trust
       Subcommittee;

   (3) Additional Supplement to the List of Causes of Action to
       be retained by the Reorganized OpCo Debtors;

   (4) Additional Supplement to the List of Assumed Executory
       Contracts and Unexpired Leases;

   (5) Additional Supplement to the List of Rejected Executory
       Contracts and Unexpired Leases;

   (6) Amended Form of Reorganized OpCo Corporation Bylaws;

   (7) Amended Form of Reorganized OpCo Corporation Charter;

   (8) Amended Description of Restructuring Transactions;

   (9) Amended Form of OpCo Warrant Agreement;

  (10) Disclosures with respect to directors, officers, and
       insiders of Reorganized OpCo Debtors; and

  (11) An Amended Form of Evansville Lease Amendment.

Copies of the Amended OpCo Plan Supplements are available at no
charge at:

  http://bankrupt.com/misc/Tropi_OpCoAmendedPlanSupp_050109.pdf

A copy of the Amended Form of Evansville Lease Amendment is
available at no charge at:

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

The LandCo Debtors also filed with the Court their amended and
supplemented exhibits to their Plan Supplement.  These are:

   (1) Amended Form of Litigation Trust Agreement;

   (2) Amended List of Members of the LandCo Litigation Trust
       Subcommittee;

   (3) Additional supplement to the List of Causes of Action to
       be transferred to New LandCo Corporation;

   (4) Amended Form of New LandCo Corporation Charter;

   (5) Amended Form of Management Services Agreement;

   (6) Amended Terms of New LandCo Warrants;

   (7) Amended Description of New LandCo Class B Shares;

   (8) Amended Description of Rights Offering Shares;

   (9) Amended Form of Stockholders' Agreement; and

  (10) Disclosures with respect to directors, officers, and
       insiders of New LandCo and the Liquidating LandCo Debtors.

Copies of the Amended LandCo Plan Supplements are available at no
charge at:

http://bankrupt.com/misc/Tropi_LandCoAmendedPlanSupp_050109.pdf

                      Tropicana's Memorandum
               in Support of Confirmation of Plans

At the Plan Confirmation Hearing, the Debtors asserted that the
OpCo Plan and the LandCo Plan are significant achievements in
light of the unique aspects of their Chapter 11 cases and the many
difficult issues encountered.  The Plans meet each and every
requirement set forth in Section 1129 of the Bankruptcy Code, Mark
D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said.

The Debtors have proposed the Plans in good faith, based largely
upon the consensus built through months of negotiations with their
key constituencies and stakeholders, according to Mr. Collins.

Mr. Collins said the Plans, in satisfaction of the confirmation
requirements of the Bankruptcy Code:

   (a) classify Claims and Interests in each Class in a legal or
       factual nature and based on other relevant criteria;

   (b) designate classes of Claims and Interests;

   (c) specify the classes of Claims and Interests that are
       unimpaired;

   (d) specify the treatment of each class of Claims and
       Interests that is Impaired;

   (e) provide for the treatment of each Claim or Interest
       within a Class as the same as the treatment of each other
       Claim or Interest within that Class;

   (f) provide adequate means for their implementation;

   (g) provide that the Reorganized OpCo Common Stock will be
       voting securities and that all New LandCo Common Stock
       issued will have voting rights;

   (h) contain provisions that are consistent with the interests
       of creditors and equity security holders and with public
       policy with respect to the manner of selection of any
       officer, director, or trustee;

   (i) requires that the proponents comply with the applicable
       provisions of the Bankruptcy Code;

   (j) satisfy the good faith requirement;

   (k) require that certain professional fees and expenses paid
       by either the plan proponent, the debtor or a person
       issuing securities or acquiring property under the plan,
       be subject to approval of the bankruptcy court as
       reasonable;

   (l) disclose the identities and affiliations of any person
       designated to serve as an officer or director of the
       Reorganized Debtors;

   (m) satisfy the "best interest test" of Section 1129(a)(7) of
       the Bankruptcy Code;

   (n) provide that at least one impaired Class must accept the
       Plan;

   (o) contemplate that the OpCo Plan provides the full payment
       of Allowed Priority Tax Claims as soon as reasonably
       practicable after the Effective Date, and that the LandCo
       Plan provides for full payment of all Allowed
       Administrative Claims and all Allowed Priority Tax Claims
       as soon as reasonably practicable after the Effective
       Date;

   (p) are feasible within the meaning of Section 1129(a)(11) of
       the Bankruptcy Code;

   (q) provide for the payment of all fees payable under Section
       1930 of the Judiciary and Judicial Procedure Code; and

   (r) satisfy the "cram down" requirements in Section 1129(b) of
       the Bankruptcy Code to confirm the Plans over the non-
       acceptance and deemed rejection of certain Classes.

Scott Butera, chief executive officer and director of Tropicana
Entertainment Holdings; Daniel Aronson, a managing director in
the Restructuring Group of Lazard Freres & Company LLC; and John
R. Castellano, a managing director of AlixPartners LLP, each filed
declarations in support of the confirmation of the OpCo Plan and
the LandCo Plan.

In a separate filing, the Debtors incorporated in their Memorandum
in support of confirmation of the OpCo Plan a commitment letter
and summary of terms of a $150,000,000 Senior Secured Exit
Facility for Tropicana Entertainment LLC.  The OpCo Exit Facility
Term Sheet replaces the Summary of Terms and Conditions of the
Exit Credit Facility attached to the OpCo Debtors' Plan
Supplement.  The OpCo Exit Facility Term Sheet represents the form
and substance of a commitment for the OpCo Exit Facility in
connection with the First Amended OpCo Plan, consisting of a
$130,000,000 Term Loan Facility and a $20,000,000 Revolving Loan
Facility.  A full-text copy of the OpCo Exit Facility Term Sheet
is available at no charge at:

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

                 LandCo Rights Offering Results

Pursuant to the LandCo Debtors' First Amended Reorganization Plan,
each Initial Rights Offering Participant as of the Voting Record
Date was offered Subscription Rights to purchase its Primary
Allocable Share of the Rights Offering Shares pursuant to a
Primary Subscription.

The Subscription Agent has reviewed the Subscription Forms it
received and has provided the preliminary results to the LandCo
Agent, David P. Primack, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, relates.  The preliminary results are:

    Total amount of Rights Offering
    Shares offered:                          75,000,000

    Rights Offering Shares subscribed
    by Initial Rights Offering
    Participants:                            57,964,590.544

    Rights Offering Shares subscribed
    by Subsequent Rights Offering
    Participants:                            32,185,114

    Total Rights Offering Shares
     Subscribed:                             75,000,000

           OpCo & LandCo Plans Get Overwhelming Support

Patrick J. Morrow, a senior consultant at Kurtzman Carson
Consultants LLC, informed the Court at the Confirmation Hearing
that his firm worked with the Debtors, their counsel,
AlixPartners, LLP, and Financial Balloting Group to solicit
creditor votes on the First Amended OpCo Plan and First Amended
LandCo Plan, as amended, and to tabulate ballots as received.

Kurtzman serves as the Debtors' claims and solicitation agent and
FBG serves as the Debtors' securities voting agent.

The results gathered by Kurtzman reflect that classes of creditors
eligible to vote on the Plans voted overwhelmingly to accept the
Plans.

Three of the six Impaired Classes entitled to vote on the OpCo
Plan voted to accept the Plan.  Three of the four Impaired Classes
entitled to vote on the LandCo Plan voted to accept the Plan.

Mr. Morrow presented a summary and tabulation of the voting
results as to the OpCo Plan and LandCo Plan.

                         OpCo Plan Results

                                                         Number
                                                       Abstaining
              Amount     Number      Amount    Number   & Opting-
Class       Accepting   Accepting   Rejecting Rejecting    Out
-----    -------------- ---------   --------- --------- ---------
  3      $1,015,801,744     180            $0       0        0
OpCo               100%     100%           0%       0%
Credit
Facility
Secured
Claims
         -------------- ---------   --------- --------- ---------
  4         887,986,893      16            42      42        4
OpCo             99.99%   27.59%        0.01%   72.41%
General
Unsecured
Claims
         -------------- ---------   --------- --------- ---------
  5         252,062,000      50   620,319,000      12        1
OpCo             28.89%   80.65%       71.11%   19.35%
Noteholder
Unsecured
Claims
         -------------- ---------   --------- --------- ---------
  6       1,095,731,130     163     3,256,666       2        0
OpCo             99.70%   98.79%        0.30%    1.21%
Credit
Facility
Deficiency
Claims
         -------------- ---------   --------- --------- ---------
  7                   0       0    22,738,715     213        0
Insider              0%       0%         100%     100%
Claims
         -------------- ---------   --------- --------- ---------
  8           5,190,624     322     1,289,181      51        4
Unsecured        80.10%   86.33%       19.90%   13.67%
Convenience
Class Claims
         -------------- ---------   --------- --------- ---------


                       LandCo Plan Results

                                                         Number
                                                       Abstaining
               Amount     Number     Amount    Number   & Opting-
Class        Accepting  Accepting   Rejecting Rejecting    Out
-----      ------------ ---------   --------- --------- ---------
  3        $364,673,332      44   $24,926,470      13        0
LandCo           93.60%   77.19%        6.40%   22.81%
Credit
Facility
Secured
Claims
           ------------ ---------   --------- --------- ---------
  4           1,219,155      82        17,075      11        1
LandCo           98.62%   88.17%        1.38%   11.83%
General
Unsecured
Claims
           ------------ ---------   --------- --------- ---------
  5         370,592,758      44    17,926,470      12        0
LandCo           95.39%   78.57%        4.61%   21.43%
Credit
Facility
Deficiency
Claims
           ------------ ---------   --------- --------- ---------
  6                   0       0    28,072,579      49        0
Insider              0%       0%         100%     100%
Claims
           ------------ ---------   --------- --------- ---------

                   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.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: NJ Debtors Seek Formal Approval of Sale
----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Adamar of New
Jersey Inc. and Manchester Mall Inc. ask the U.S. Bankruptcy
Court for the District of New Jersey to approve a stalking horse
asset purchase agreement they entered into with Credit Suisse, as
administrative agent under a Credit Agreement dated January 2007,
for the sale of substantially all of their assets, free and clear
of all liens, claims and encumbrances.

In December 2007, Tropicana Casinos and Resorts, Inc.'s
application for plenary qualification as a holding company of
Adamar was denied.  Subsequently, pursuant to an October 2006
Interim Casino Authorization Trust Agreement, retired New Jersey
Supreme Court Justice Gary S. Stein was appointed by the New
Jersey Casino Control Commission as trustee for the Adamar stock
and conservator of all Adamar assets.  He was also required to
dispose all the equity and assets of Adamar.

                          Marketing Efforts

Since then, Justice Stein undertook comprehensive and extensive
efforts Tropicana Casino and Resort Atlantic City, the casino
resort owned and operated by the New Jersey Debtors.  The sale
process, however, was interrupted by the bankruptcy filings of
Aztar Corporation, Tropicana Entertainment LLC and certain of its
affiliates in the U.S. Bankruptcy Court for the District of
Delaware in May 2008.

Justice Stein subsequently retained Moelis & Co., LLP, as his
investment bank, and Moelis contacted over 140 parties for
potential interest in acquiring the Tropicana AC in July and
August 2008.  Upon review and upon discussion with certain
constituents, Justice Stein publicly announced that the Cordish
Company was the leading bidder.  By mid-December 2008, Justice
Stein and his advisors participated in a meeting with Cordish and
its representatives and counsel to the steering committee of the
OpCo Lenders to move the Cordish deal forward and attempt to
resolve any impasse.  As a result, a revised asset purchase
agreement was provided to Cordish's counsel towards the end of
December 2008.

The OpCo Lenders refer to Credit Suisse, as administrative and
collateral agent under a Credit Agreement dated January 7, 2007,
and certain lender parties, who extended a $1.71 billion secured
loan to Debtor Tropicana Entertainment LLC, formerly Wimar OpCo
LLC and Wimar OpCo Intermediate Holdings LLC, and certain of the
Debtors as financing for the acquisition of Aztar Acquisition.
The New Jersey Debtors guaranteed repayment of the Tropicana
Entertainment Debtors' obligations under the OpCo Credit Facility
and granted the OpCo Agent, for the benefit of the OpCo Lenders,
a first priority security interest in substantially all their
assets, pursuant to a Guaranty and Collateral Agreement dated
January 3, 2007.  As of the New Jersey Petition Date, the total
amount outstanding under the OpCo Credit Facility is roughly
$1,380,000,000.

The NJ Commission extended the deadline for the sale of Tropicana
AC several times to give way to more negotiations.  However, on
February 2, 2009, the OpCo Lenders informed Justice Stein and his
advisors that they could not agree on acceptable sale terms with
Cordish.  Justice Stein thus sought a further extension of the
sale deadline and sought authority to file Chapter 11 bankruptcy
petitions for the New Jersey Debtors.

In the meantime, Justice Stein requested a meeting with members
of the OpCo Steering Committee to discuss, among other things,
the possibility of a credit bid to serve as the stalking horse
for the sale of the New Jersey Debtors' assets.  The meeting took
place on February 10, 2009.  Accordingly, by February 18, 2009,
OpCo Steering Committee representatives related to the NJ
Commission that they would pursue a transaction in which the OpCo
Agent, at the direction of and on behalf of the Secured Parties
under the OpCo Credit Facility, would make a credit bid for the
New Jersey Debtors' assets.

On March 16, 2009, Justice Stein and the OpCo Steering Committee
field a joint petition with the NJ Commission seeking, among
other things, (i) approval of a proposed asset purchase
agreement, (ii) authorization for Justice Stein to sell Adamar's
assets pursuant to Section 363 of the Bankruptcy Code, and (iii)
an extension of the sale period for at least six months to
complete the Section 363 sale process and subsequent licensing
approval process that will be required before closing.

Justice Stein and the OpCo Steering Committee submitted to the NJ
Commission on April 17, 2009, a final form of the Asset Purchase
Agreement among the New Jersey Debtors, Justice Stein, Tropicana
Entertainment, Ramada New Jersey Holdings Corporation, Atlantic-
Deauville, Inc., Adamar Garage Corporation, Ramada New Jersey,
Inc., and the OpCo Agent.

A full-text copy of the Stalking Horse APA is available at no
charge at http://bankrupt.com/misc/Tropi_OpCoAPA_042909.pdf

The NJ Commission, at a April 29, 2009 hearing, granted Justice
Stein authority to sign the APA and to commence Chapter 11
petitions on behalf of the New Jersey Debtors.  The Commission
also extended the sale period through December 31, 2009.

                      Material Terms of APA

Pursuant to the Stalking Horse APA, the New Jersey Debtors will
sell to an assignee of the OpCo Agent or the "Buyer" their right,
title and interest in and to the Assets to be sold, subject to a
Court-approved auction and sale process and any higher and better
offers.

Michael Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackesack, New Jersey, the New Jersey Debtors' proposed
counsel, relates that the other material terms of the APA are:

   (a) Buyer.  If the OpCo Secured Parties' credit bid is
       successful, the Adamar Assets will be acquired by the
       Buyer, who the OpCo Agent will designate as promptly as
       practicable after the end of the auction period upon the
       direction of certain Required Lenders.  The Buyer will
       execute and deliver a Form of Joinder to Asset Purchase
       Agreement, agreeing and confirming that it joins and
       becomes a party to the APA.

   (b) Assets.  The Adamar Assets include, but is not limited to,
       owned property, owned personal property, leased personal
       property, contracts, accounts receivable, claims, books
       and records, all cash, negotiable instruments, gaming
       value and non-value chops and plaques and cash equivalents
       and all other assets owned by the New Jersey Debtors.

   (c) Purchase Price.  At the Closing, the OpCo Agent, on behalf
       of the OpCo Secured Parties, will surrender a portion of
       the obligations secured by the Original Collateral
       Agreement in the aggregate principal amount of
       $200,000,000, no portion of that amount will constitute
       interest or the right to receive interest, which will be
       retained by the OpCo Secured Parties.

   (d) Assumed Liabilities.  The Buyer will assume certain
       liabilities, including (1) those arising out of the
       Acquired Contracts as of the Closing; (2) those arising
       from certain Leased Personal Property arising after the
       Closing Date; (3) those for postpetition ordinary course
       obligations and business trade payables or those incurred
       by the New Jersey Debtors that would qualify as an
       administrative expense under Section 503(b) of the
       Bankruptcy Code; (4) certain specified prepetition
       operating liabilities; (6) certain tax liabilities; and
       (7) liabilities relating to employees arising under
       certain benefit plans.

       A list of the Owned Property Leases of the sellers is
       available at no charge at:

http://bankrupt.com/misc/Tropi_APA042909_OwnedPropertyLeases.pdf

   (e) Cure Payments.  The New Jersey Debtors will assume and
       assign to Buyer as of the Closing Date all Contracts and
       Collective Bargaining Agreements to which they are a party
       to.  The New Jersey Debtors will pay all cure costs
       arising from the assumption and assignment of those
       contracts and agreements, as and when required by a sale
       order.

   (f) Closing.  The Closing Date will be the fourth business
       day, or any date as agreed by Justice Stein and Buyer,
       following the date on which all conditions to Closing in
       the APA have been satisfied or, if permissible waived by
       the party entitled to make a waiver.

                        Bidding Procedures

Mark Giannantonio, president, chief operating officer, secretary,
and treasurer of Debtor Adamar of New Jersey, Inc., relates that
the New Jersey Debtors seek to subject the sale of their assets
to higher and better bids through the implementation uniform
bidding procedures.

To maximize the value to be generated for the sale of their
assets, the New Jersey Debtors propose these Bidding Procedures:

   * The Adamar Assets may be sold only to a single bidder in a
     single sale for cash.  All bidders making an offer for the
     Adamar Assets must be willing to sign an asset purchase
     agreement substantially in the same form as the APA, except
     as to the purchase price.

   * The sale, assignment and transfer of the Adamar Assets will
     be on an "as is, where is" basis.

   * To qualify as bidder at the auction, a potential bidder must
     deliver to the New Jersey Debtors' counsel and the Tropicana
     Entertainment Debtors' counsel a written irrevocable offer
     for the Adamar Assets in the form of a signed asset purchase
     agreement no less favorable than the OpCo Agent APA.  The
     minimum purchase price should be $205,000,000 in cash.  An
     earnest money deposit that is equal to 10% of the Minimum
     Auction Bid must be delivered to the New Jersey Debtors'
     counsel in the form of a certified check or wire transfer.

   * The designated Buyer of the OpCo Agent will not be required
     to post a Deposit.

   * A bid must, among other things, identify the bidder or
     authorized agent who will appear on behalf of the bidder,
     and documents and information so as to establish the
     bidder's financial ability to close on the sale of the
     Adamar Assets.

   * In the event bids submitted by the bid deadline contain any
     due diligence, financing or any other contingencies not
     contained in the APA, those contingencies must be satisfied
     or waived before the commencement of the Auction or the
     bidder will not be permitted to participate in the Auction.
     All bidders must be willing and able to close on the
     purchase of the Adamar Assets on a Closing Date as
     determined in accordance with the APA.

   * No prospective purchaser will be permitted to bid at the
     Auction unless it has been determined to be "financially
     qualified".  The New Jersey Debtors, the OpCo Steering
     Committee and the OpCo Agent reserve all rights with respect
     to that determination, except that Buyer is deemed to be
     "financially qualified".

   * The OpCo Agent, on behalf of the Buyer, is deemed a
     Qualified Bidder.

   * Any party interested in submitting a bid for the Adamar
     Assets may contact these parties for the purpose of
     receiving information on the Adamar Assets and arranging for
     a site visit:.

        1. The New Jersey Debtors' proposed investment banker

              Moelis & Company
              245 Park Avenue
              33rd Floor
              New York
              Attn: Frank Sellman, senior vice president
              Tel.: 212-907-6062
              E-mail: frank.sellman@moelis.com

        2. The Tropicana Entertainment Debtors' investment banker

              Lazard Freres & Co. LLC
              190 S. LaSalle
              31st Floor
              Chicago, Illinois
              Attn: Dan Aronson
              Tel.: 312-407-6600
              E-mail: dan.aronson@lazard.com

If more than one Qualified Bid is received by the Bid Deadline,
an Auction will be conducted at the offices of the New Jersey
Debtors' proposed counsel.

Before the Auction, the New Jersey Debtors and the Tropicana
Entertainment Debtors will select the highest or otherwise best
bid to serve as the starting point for the Auction or the
Baseline Bid.  Bidding at the Auction will start at the Baseline
Bid, with increments of $1,000,000.

The New Jersey Debtors and the Tropicana Entertainment Debtors
will consult with the OpCo Agent in determining the best bid or
the Successful Bid and the second highest bid or the Back-up Bid.
They will consider, among other things (1) the amount of
consideration to be paid, (2) the changes to and conditions
contained in the asset purchase agreement, as compared to the
APA, (3) the extent to which the changes are likely to delay
closing of the sale, and the cost to the New Jersey Debtors of
those changes, conditions or delay, (4) if applicable, the nature
of the bidder's financing commitment, and (5) the bidder's
ability to close a sale and its timing.

No Auction will be held if no higher or better bids are submitted
by the Bid Deadline.  The OpCo Agent, on behalf of the Buyer,
will be the Successful Bidder and the Stalking Horse APA will be
the Successful Bid.  The New Jersey Debtors will then seek
approval and authority to consummate the transactions
contemplated by the APA.

The New Jersey Debtors also ask the Court to schedule a hearing
to confirm the results of the Auction, if any, and to approve the
Sale, no later than seven days after the date of the Auction.

                         Sale is Necessary

Absent the Sale, whether to the Buyer or another Successful
Bidder, it is possible that the Tropicana Atlantic City might be
forced to cease operations, Mr. Sirota tells the Court.  On the
other hand, once the Sale is consummated, there will be
sufficient cash on hand to satisfy all allowed administrative
expense obligations and priority claims of the New Jersey
Debtors, and the New Jersey Debtors likely will seek a structured
dismissal.

The New Jersey Debtors believe that the Buyer's offer for the
Adamar Assets is fair and reasonable in light of the declining
revenues recently suffered by the Tropicana Atlantic City as well
as the entire gaming industry.

Mr. Sirota notes that the Sale of the Adamar Assets will not
necessitate the appointment of a consumer privacy ombudsman in
accordance with Sections 332 of the Bankruptcy Code.

A hearing on the Bidding Procedures Motion will be conducted on
May 8, 2009.  Any formal and written objections must be filed with
the Court no later than May 7, 2009.

                   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.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: NJ Debtors Seek Time to File Schedules
---------------------------------------------------------------
Debtors Adamar of New Jersey, Inc., and Manchester Mall, Inc.,
sought and obtained a ruling from the U.S. Bankruptcy Court for
the District of New Jersey extending the time within which they
must file their schedules of assets and liabilities and statements
of financial affairs, pursuant to Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure, to May 29, 2009.

Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007(c)
require a debtor to file a schedule of assets, liabilities, and
executory contracts and unexpired leases; a statement of
financial affairs; and a list of equity security holders within
15 days of the filing of its bankruptcy petition.  The Bankruptcy
Rules, however, do not define or delineate the parameters
necessary to establish cause for an extension of time to file
schedules.  Nevertheless, Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, notes
that courts typically find that a complex reorganization of a
debtor or the presence of numerous significant issues needed to
be addressed at the beginning of a case is sufficient to
establish cause for an extension the 15-day Schedules filing
period provided by the Bankruptcy Rules.

Ms. Volkov asserts that it will be extremely difficult for the
New Jersey Debtors to submit fully accurate and complete
Schedules and Statements by May 14, 2009, due to the numerous
tasks that need their attention.

In the period immediately before the New Jersey Debtors Petition
Date, Ms. Volkov relates, the New Jersey Debtors and their
professionals were required to focus on numerous tasks relating
to the filing of their Chapter 11 cases, including:

   (a) reviewing voluminous financing and other documents in
       preparation of the Chapter 11 cases;

   (b) negotiating a form asset purchase agreement and bidding
       procedures to be submitted in conjunction with the New
       Jersey Debtors' "open auction" to sell all or
       substantially all their assets; and

   (c) consulting and conferring with Credit Suisse, collateral
       agent on behalf of the Debtors' prepetition lenders, for
       the terms, conditions, and use of cash collateral.

                   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.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to $1
billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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: Bank Debt Sells at 34% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 66.00 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.00 percentage points
from the previous week, the Journal relates.   The loan matures
February 9, 2014.  The Company pays 150 basis points to borrow
under the facility.  The bank debt carries Moody's B1 rating and
S&P's BB rating.

Trading in Ford Motor and General Motors bank debt jumped the past
week.  Participations in a syndicated loan under which Ford Motor
Co. is a borrower traded in the secondary market at 62.70 cents-
on-the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.95 percentage points
from the previous week, the Journal relates.  The loan matures
December 15, 2013.  The Company pays 300 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ca
rating and S&P's CCC+ rating.

Participations in a syndicated loan under which General Motors is
a borrower traded in the secondary market at 64.65 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 9.37 percentage points
from the previous week, the Journal relates.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

                           *     *     *
As reported by the Troubled Company Reporter on May 4, 2009,
Standard & Poor's Ratings Services 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 TCR said April 30 that Fitch Ratings has downgraded TRW
Automotive Holdings Corp.'s Issuer Default Rating to 'B' from
'B+'; and TRW Automotive Inc.'s IDR to 'B' from 'B+'; Senior
secured revolving credit facility to 'BB-/RR2' from 'BB/RR2';
Senior secured term loan A facility to 'BB-/RR2' from 'BB/RR2';
Senior secured term loan B facility to 'BB-/RR2' from 'BB/RR2';
and Senior unsecured notes to 'CCC/RR6' from 'B-/RR6'.

In March 2009, Moody's Investors Service lowered the Corporate
Family and Probability of Default Ratings of TRW Automotive, Inc.,
to Caa1 from B1.  In a related action the ratings for the senior
secured bank credit facilities and guaranteed senior unsecured
notes were lowered to B1 from Ba1, and Caa2 from B2, respectively.
The Speculative Grade Liquidity Rating is lowered to SGL-4 from
SGL-3. The company's long-term ratings remain under review for
further possible downgrade.


TW TELECOM: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of tw telecom, Inc. to B1 from B2, reflecting TWTC's strong
operating performance in the middle of a severe economic downturn
and the resulting deleveraging and free cash flow generation.

The Company has successfully integrated Xspedius Communications,
which it acquired in October 2006, and has been able to grow
revenues in the combined operations, while also sidestepping the
challenges that similar acquisitions have brought to its CLEC
peers, such as motivating the new sales force, integrating the
operating systems and quickly introducing full product offerings
to the entire customer base.  As part of the rating action,
Moody's also upgraded the debt ratings for TWTC and its
subsidiary, tw telecom holdings, inc.  The rating outlook is
stable.

Moody's has taken these rating actions:

At tw telecom, Inc.:

* Corporate family rating -- Upgraded to B1, from B2

* Probability of Default Rating -- Upgraded to B1, from B2

* Speculative grade liquidity rating -- Affirmed SGL-1

* Convertible senior notes due 2026 -- Upgraded to B3 (LGD5 --
  89%), from Caa1 (LGD 5 -- 89%)

At tw telecom holdings inc.:

* Sr. Secured Revolver due 2011 -- Upgraded to Ba1 (LGD2 -- 19%),
  from Ba2 (LGD 2 -- 20%)

* Sr. Secured Term Loan B due 2013 -- Upgraded to Ba1 (LGD2 --
  19%), from Ba2 (LGD 2 -- 20%)

* Senior 9.25% Notes due 2014 -- Upgraded to B2 (LGD4 -- 63%),
  from B3 (LGD 4 -- 64%)

The rating outlook is stable.

TWTC's B1 corporate family rating reflects the Company's strong
operating performance, driven by the revenue growth in the
enterprise segment (which increased 12% in 2008) and the increased
operating scale following the acquisition of Xspedius (which also
expanded the Company's network footprint to 75 of the top 100
markets in the U.S.).  The Company's results reinforce its
differentiated business model that relies on a fiber-rich network
with direct connections to major customers, eliminating the need
to rely on incumbent carriers for a critical portion of its last
mile connections.

"Carrying the majority of traffic on its end-to-end network allows
TWTC to generate industry-leading EBITDA margins and fortify the
products it sells to its customers, in turn reducing churn," said
Gerald Granovsky, Moody's Vice President - Senior Analyst.  The
rating is tempered by TWTC's elevated levels of capital spending
that are incumbent with its business model, its high leverage and
the Company's challenging position as a competitive local exchange
carrier.

Moody's most recent rating action for TWTC was on October 4, 2007,
when Moody's affirmed the Company's B2 corporate family rating and
changed the rating outlook to positive from stable.

tw telecom Inc., headquartered in Littleton, Colorado, provides
data, dedicated Internet access, and local and long distance voice
services to business customers and organizations in 75
metropolitan markets in the United States.


UNISYS CORP: Early Tender For "Distressed Exchange" Ends May 13
---------------------------------------------------------------
Unisys Corporation on April 30, 2009, commenced a private offer to
exchange senior notes in a private placement for new 12.625%
Senior Secured Notes due 2014 to be issued by Unisys.  The New
Secured Notes will be guaranteed by Unisys Holding Corporation, a
wholly-owned Delaware corporation that directly or indirectly
holds the shares of substantially all of the Company's foreign
subsidiaries, and by the Company's other current and future
material U.S. subsidiaries.

The New Secured Notes will be secured on a first-priority lien
basis (subject to permitted prior liens) by substantially all of
the Company's assets, except (i) accounts receivable that are
subject to one or more receivables facilities, (ii) real estate,
(iii) the stock or indebtedness of its U.S. operating
subsidiaries, (iv) cash or cash equivalents securing reimbursement
obligations under letters of credit or surety bonds and (v)
certain other excluded assets.  A portion of the assets that will
secure the New Secured Notes are currently pledged in favor of
lenders under the Company's existing credit agreement that is
scheduled to expire on May 31, 2009.

The Company intends to terminate the Credit Facility on or prior
to the date it issues the New Secured Notes.  As of December 31,
2008, there were letters of credit of $62.1 million issued under
the facility and there were no cash borrowings under the facility.
The Company expects that, on or prior to the date it terminates
the Credit Facility, it will have cash collateralized the letters
of credit thereunder to the extent required.  At March 31, 2009,
the Company had cash collateralized $61.2 million of letters of
credit.

                                       Consideration for Each
                                       $1,000 Principal Amount of
              Acceptance  Outstanding    Sr. Notes Exchanged if
              Priority    Principal    Tender Occurs Prior to
              Level       (in mill.)        May 13, 2009
              -----       ---------    --------------------------
                                       Principal
                                       Amount
                                       Of New
                                       12.625%
                                       Senior Notes
                                       Due 2014          Cash
                                       Received          Received
                                       By Holder         By Holder
                                       ---------         ---------
6.88%
Senior Notes
due 2010        1          $300.00      $900.00           $100.00

8%
Senior Notes
due 2012        2          $400.00      $680.00                -

12.50%
Senior Notes
due 2016        3          $210.00      $667.00                -

8.50%
Senior Notes
due 2015        4          $150.00      $667.00                -


                                       Consideration for Each
                                       $1,000 Principal Amount of
              Acceptance  Outstanding    Sr. Notes Exchanged if
              Priority    Principal    Tender Occurs After Early
              Level       (in mill.)        Tender Date
              -----       ---------    --------------------------
                                       Principal
                                       Amount
                                       Of New
                                       12.625%
                                       Senior Notes
                                       Due 2014          Cash
                                       Received          Received
                                       By Holder         By Holder
                                       ---------         ---------
6.88%
Senior Notes
due 2010        1          $300.00      $900.00            $50.00

8%
Senior Notes
due 2012        2          $400.00      $630.00                -

12.50%
Senior Notes
due 2016        3          $210.00      $617.00                -

8.50%
Senior Notes
due 2015        4          $150.00      $617.00                -

It is a condition to the completion of the exchange offer that (i)
there have been validly tendered by Midnight, New York City time,
on May 28, 2009, unless extended or earlier terminated notes
representing at least 40.0% of the aggregate principal amount of
the 2010 Notes; and (ii) a minimum of $200.0 million in aggregate
principal amount of New Secured Notes be issuable upon the
settlement of the exchange offer and the Concurrent Notes
Offering.

Concurrently with the exchange offer, Unisys said it is privately
offering New Secured Notes to eligible holders of the Company's
8.5% Senior Notes due 2015 and 12.5% Senior Notes due 2016.
Holders of 2015 Notes and 2016 Notes that tender some or all of
their 2015 Notes or 2016 Notes must each submit a subscription fee
of $305.00 in cash for each $1,000 principal amount of 2015 Notes
and 2016 Notes they tender and will receive, $333 of the principal
amount of 12.625% Senior Secured Notes Due 2014.

                       First Quarter Results

Unisys on April 28 reported a first-quarter 2009 net loss of
$24.4 million, or 7 cents a share, compared with a net loss of
$23.4 million, or 7 cents a share, in the first quarter of 2008.
First-quarter 2009 revenue declined 15 percent to $1.10 billion
compared with $1.30 billion in the year-ago quarter.  Foreign
exchange rates had an approximately 10 percentage-point negative
impact on revenue in the quarter.  On a constant currency basis,
revenue declined 5 percent in the quarter.

Unisys reported that operating expenses (SG&A plus R&D) declined
24 percent year-over-year, reflecting ongoing actions to reduce
its cost structure and the favorable impact of changes in foreign
currency exchange rates.  The company also reported that it
generated $39 million of operating cash flow in the quarter, a
year-over-year improvement of $88 million, driven by improved
working capital management.

Revenue in the United States was flat in the first quarter at
$539 million as growth in the company's U.S. federal government
business offset declines in its commercial business. Revenue in
international markets declined 27 percent to $561 million. On a
constant currency basis, international revenue declined 10 percent
in the quarter.

Reflecting lower revenue and the negative impact of foreign
exchange rates, Unisys reported declines in its profit margins
from the year-ago quarter.  The Company reported an overall gross
profit margin of 20.3 percent and operating profit margin of 2.0
percent in the first quarter of 2009 compared with a gross profit
margin of 22.5 percent and operating profit margin of 2.2 percent
in the year-ago quarter

"We made progress in the quarter, in a tough environment, in
driving our turnaround program," said Unisys Chairman and CEO Ed
Coleman.  "Despite the impact of lower revenue volume on gross
margins, I am encouraged by our progress in reducing expenses and
in significantly improving our cash flow -- two critical measures
for us as we work to improve our profitability and strengthen our
balance sheet.  Our U.S. federal government business also had a
good quarter, reporting year-over-year growth in revenue and
orders.

"While we work to put in place a leaner, more cost-efficient
organization, we also continue efforts to drive profitable revenue
by sharpening our value propositions and introducing innovative,
differentiated solutions and services in our focused markets,"
Coleman said.  "As we continue executing against our priorities,
we believe we will be positioned to benefit when business
conditions improve."

                        About Unisys Corp.

Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- is a
worldwide information technology company.  It provides a portfolio
of IT services, software, and technology that solves critical
problems for clients.  With more than 27,000 employees, Unisys
serves commercial organizations and government agencies throughout
the world.

Following the April 30 announcement of Unisys' debt-exchange
offer, Fitch Ratings downgraded Unisys' issuer default rating to
'C' from 'CCC', noting that the offer constitutes a "coercive debt
exchange."  Fitch notes that under the terms of the offering,
Unisys' existing notes due after 010 would be eligible to receive
only 67%-68% of par value in exchange for new senior secured notes
due 2014, assuming the bonds re 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.

Standard & Poor's, on the same day, lowered Unisys' corporate
credit rating from 'B' to 'CC', which is a notch higher than
Fitch's.  S&P preliminary expectation is that that if the exchange
offer is successful, S&P would raise the corporate credit rating
and all affected issue ratings to 'B'.

Moody's Investors Service downgraded Unisys' probability of
default rating from B3 to Ca, which is in the same level as S&P's,
following the announcement that the company has commenced a
private offer to exchange its unsecured senior notes for up to
$375 million of secured notes.   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.


US ENERGY: GBGH LLC's Plan Outline Approved by Court
----------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved a disclosure statement
dated May 1, 2009, explaining a modified second amended Chapter 11
plan of reorganization filed by GBGH LLC, an affiliate of U.S.
Energy Systems Inc.

Judge Drain also approved procedures the Debtor proposed for the
solicitation and tabulation of Plan votes.  Deadline for voting on
the Plan is May 20, 2009.

A hearing is set for May 26, 2009, at 10:00 a.m., to consider
confirmation of the Plan.  Objections, if any, are due May 20,
2009.

Among other things, the Plan provides for holders of allowed:

  a) first lien secured claims to receive their ratable portion
     of:

     -- the new first lien credit facility in the aggregate
        principal amount of $50 million

     -- the new second lien credit facility in the aggregate
        principal amount of $15 million; and

     -- new membership interests representing 97.5% of the
        aggregate new membership interests, before giving effect
        to the exercise of any warrants; and

  b) second lien secured claims to receive their ratable portion
     of:

     -- new membership interests representing 2.5% of the
        aggregate outstanding new membership interests, before
        giving effect to the exercise of any warrants; and

     -- 100% of the warrants.

First lien secured creditors holds $116.2 million in claims while
second lien secured creditors holds $32.4 million in claims in the
Debtor.  Both creditors are expected to recover less than 100%.

The Plan further provides for the reinstatement of all allowed
other secured claims, and payment in full of all unclassified
claims and priority non-tax claims, only if, any of these claims
exist.  Holders of general unsecured claims and interest in the
Debtor will no receive any distribution under the plan.

A full-text copy of GBGH LLC's disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?3c5b

A full-text copy of GBGH LLC's modified second amended Chapter 11
plan of reorganization is available for free at:

               http://ResearchArchives.com/t/s?3c5c

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
Company filed for Chapter 11 protection on January 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On January 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


VALLEY VIEW TOWER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Valley View Tower, Ltd.
           fdba Shafer Plaza XLIX, Ltd.
        3001 Knox Street, Suite 207
        Dallas, TX 75205

Bankruptcy Case No.: 09-32800

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Richard G. Dafoe, Esq.
                  Vincent, Lopez, Serafino & Jenevein, P.C
                  2001 Bryan Street, Suite 2000
                  Dallas, TX 75201
                  Tel: (214) 979-7427
                  Fax: (214) 979-7402
                  Email: rdafoe@vilolaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by Steven G. Shafer.


VENETIAN MACAU: Bank Debt Sells at 27% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
37.88 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.73
percentage points from the previous week, the Journal relates.
The loan matures May 25, 2013.  The Company pays 225 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and S&P's B- rating.

Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 59.98 cents-on-the-
dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 3.25 percentage points
from the previous week, the Journal relates.   The loan matures
May 1, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and S&P's B- rating.

Meanwhile, participations in a syndicated loan under which Isle of
Capri Casinos is a borrower traded in the secondary market at
80.00 cents-on-the-dollar during the week ended May 1, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.40
percentage points from the previous week, the Journal relates.
The loan matures December 19, 2013.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and S&P's B+ rating.

                        About Venetian Macau

Venetian Macau is a wholly-owned subsidiary of Las Vegas Sands.
VML owns the Sands Macau in the People's Republic of China Special
Administrative Region of Macau and is also developing additional
casino hotel resort properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

On March 10, 2009, Moody's Investors Service lowered the Company's
Corporate Family Rating to B3 from B2 and assigned a negative
rating outlook.


VERGE LIVING: U.S. Trustee Sets Meeting of Creditors for May 28
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Verge Living Corporation's Chapter 11 case on May 28, 2009, at
3:00 p.m.  The meeting will be held at 300 Las Vegas Blvd., South,
Room 1500, Las Vegas, Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Goleta, California-based Verge Living Corporation fka The
Aquitania Corporation and fdba A. O. Bonanza Holding, LLC, filed
for Chapter 11 on April 24, 2009 (Bankr. D. Nev. Case No. 09-
16295).  Robert M. Yaspan, Esq., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


VICTOR OOLITIC: In Chapter 11 Due to Debt Load, Economic Climate
----------------------------------------------------------------
According to Inside Indiana Business, Victor Oolitic Stone Co.
arrived at the decision to seek Chapter 11 after considering its
debt load and the economic climate.

Victor Oolitic in its bankruptcy petition listed assets of less
than $50 million against debt exceeding $50 million.  Liabilities
include $53 million on a secured loan arising from the acquisition
and $18.2 million on a second-lien loan.

                       About Victor Oolitic

Victor Oolitic Stone Company is the owner of a quarry that's the
largest U.S. producer of Indiana limestone.  Revenue in 2008 was
$18 million.  The Company was acquired in August 2005 by Boston-
based Audax Group.

Victor Oolitic says that since 1898, it has been the Indiana
limestone provider of choice.  From 2,400 acres of prime quarry
land in the heart of limestone country, arises an abundant supply
of high-quality, buff-colored Indiana limestone.  According to
Inside Indiana, Victor Oolitic has produced limestone for several
notable projects throughout the country including the Holocaust
Museum in Washington, D.C. and the new Yankee Stadium in New York
City.

Victor Oolitic Stone Company and its affiliate filed for Chapter
11 on April 28, 2009 (Bankr. S. D. Ind. Case No. 09-05786).
Judge Frank J. Otte is handling the case. Henry A. Efroymson,
Esq., at Ice Miller LLP, has been tapped as counsel for Victor
Oolitic.


VICTOR OOLITIC: U.S. Trustee Sets Meeting of Creditors for June 8
-----------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
in Victor Oolitic Stone Company and Victor Oolitic Holdings,
Inc.'s Chapter 11 cases on June 8, 2009, at 2:00 p.m., EDT at Rm
416C U.S. Courthouse, Indianapolis, Indiana.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
filed separate Chapter 11 petitions on April 28, 2009 (Bankr. S.
D. Ind. Lead Case No. 09-05786).  Henry A. Efroymson, Esq., at Ice
Miller LLP, represents the Debtors in their restructuring efforts.
The Debtors have assets and debts both ranging from $10 million to
$50 million.


WABASH NATIONAL: BofA-led Lenders Waive Defaults Through May 29
---------------------------------------------------------------
Wabash National Corporation has entered into a Forbearance
Agreement and Third Amendment to Second Amended and Restated Loan
and Security Agreement with the lenders under the Company's Second
Amended and Restated Loan and Security Agreement.

Bank of America, N.A., a Rhode Island corporation, serves as agent
for the Lenders.

Pursuant to the Forbearance Agreement, the lenders under the
Revolving Credit Facility have agreed to refrain from accelerating
maturity of the Revolving Credit Facility due to specified
existing or anticipated events of default through the earlier of
May 29, 2009, or the occurrence or existence of any event of
default other than the Existing and Anticipated Events of Default.

The Existing and Anticipated Events of Default covered by the
Forbearance Agreement include:

   -- the Company's failure to deliver audited financial
      statements for fiscal year 2008 by March 31, 2009;

   -- the report of the Company's independent registered public
      accounting firm accompanying the Company's audited financial
      statements for fiscal year 2008 included an explanatory
      paragraph with respect to the Company's ability to continue
      as a going concern;

   -- the Company's failure to deliver prompt written notification
      of name changes of subsidiaries;

   -- the Company's failure to have a minimum fixed charge
      coverage ratio of 1.1:1.0 when the available borrowing
      capacity under the Revolving Credit Facility is below
      $30 million; and

   -- the Company requesting loans under the Revolving Credit
      Facility during the existence of a default or event of
      default under the Revolving Credit Facility.

Wabash National owes the lenders $61,357,817 as of April 27, 2009.

Pursuant to the Forbearance Agreement, an availability reserve of
$22.5 million was established, which adjusts downward the
$25 million availability reserve that was implemented on April 1,
2009, by the administrative agent under the Revolving Credit
Facility.  The Forbearance Agreement also required the Company to
engage a consultant on behalf of the lenders under the Revolving
Credit Facility to evaluate the financial operations and
conditions of the Company and the potential restructuring of its
business.

The Company expects to continue negotiations with its lenders on
the terms of a comprehensive amendment to the Revolving Credit
Facility.

The members of the lending syndicate are:

   * BANK OF AMERICA, N.A., as agent and lender;
   * PNC BANK, N.A., as lender;
   * FIFTH THIRD BANK, as lender;
   * WELLS FARGO FOOTHILL, LLC, as lender;
   * JPMORGAN CHASE BANK, N.A., as lender;
   * NATIONAL CITY BUSINESS CREDIT, INC., as lender; and
   * GENERAL ELECTRIC CAPITAL CORPORATION, as lender

A full-text copy of the Forbearance Agreement is available at no
charge at http://ResearchArchives.com/t/s?3c76

Wabash National reported a net loss of $125.8 million on net sales
of $836.2 million for the year ended December 31, 2008, compared
to a net income of $16.2 million on net sales of $1.10 billion for
the year ended December 31, 2007.  Wabash had $331.9 million in
total assets; $168.5 million in current liabilities, $4.80 million
in capital lease obligations, and $5.14 million in other non-
current liabilities and contingencies; and $153.4 million in
stockholders' equity as of December 31, 2008.

The Company's independent registered public accounting firm, Ernst
& Young LLP, in Indianapolis, Indiana, in its April 9, 2009 audit
report, raised substantial doubt about the Company's ability to
continue as a going concern.  "[T]he Company's industry continued
to experience a significant downturn which has had an adverse
impact on the Company's results of operations, financial position
and liquidity.  The Company has incurred a loss from operations in
2008 and subsequent to December 31, 2008, the Company has
experienced events of default under its Second Amended and
Restated Loan and Security Agreement which gives the lenders the
right to declare all amounts outstanding immediately due and
payable, to restrict advances and to terminate the facility.
These factors raise substantial doubt about the Company's ability
to continue as a going concern," the auditor said.

Wabash will hold its 2009 Annual Meeting of Stockholders at
University Plaza Hotel, located at 3001 Northwestern Avenue, in
West Lafayette, Indiana, on May 14, 2009, at 10:00 a.m. local
time.  The purpose of that meeting is:

   -- To elect seven members of the Board of Directors;

   -- To ratify the appointment of Ernst & Young LLP as Wabash's
      independent registered public accounting firm for the year
      ending December 31, 2009; and

   -- To consider any other matters that properly come before the
      Annual Meeting or any adjournment or postponement thereof.

A full-text copy of Wabash's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?3c77

                       Sale, Merger Explored

Wabash said on March 31 its Board of Directors has authorized
management to pursue and evaluate a wide range of strategic
alternatives available to the Company.  Strategic alternatives to
be considered may include but are not limited to, select business
divestitures, changes to the Company's capital structure, or a
possible sale, merger or other business combination involving the
Company.  There can be no assurance that this review will result
in any specific transaction. The Company does not expect, and
undertakes no obligation, to disclose any further developments
with respect to the exploration of strategic alternatives unless,
and until after, the Board of Directors has approved a transaction
or other strategic alternative.

                 About Wabash National Corporation

Headquartered in Lafayette, Ind., Wabash National(R) Corporation
(WNC) is one of the leading manufacturers of semi trailers in
North America.  Established in 1985, the Company specializes in
the design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The Company operates two wholly-owned
subsidiaries: Transcraft(R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WASHINGTON MUTUAL: Seeks to Probe JPMorgan Conduct Before Purchase
------------------------------------------------------------------
Washington Mutual Inc. is seeking authority from the U.S.
Bankruptcy Court for the District of Delaware (Wilmington) to
conduct an investigation into new allegations concerning the
JPMorgan Chase & Co.'s takeover in September, Bloomberg's Bill
Rochelle reported.  Although WaMu already has two lawsuits pending
with JPMorgan related to its $1.9 billion acquisition of WaMu's
bank subsidiaries.

Mr. Rochelle explains that a company in Chapter 11 ordinarily can
conduct an investigation before filing a lawsuit.  Once a lawsuit
is filed, investigations against the other parties in the suit
usually are restricted to the more limited discovery that goes
along with pre-trial exchange of information in the lawsuit.

WaMu said allegations came to light in a lawsuit brought in Texas
against JPMorgan by American National Insurance Co.  The plaintiff
in the suit claims that JPMorgan conducted sham negotiations
before WaMu's banks were taken over.  The suit also claims that
New York-based JPMorgan leaked confidential information as part of
a strategy to allow the acquisition of WaMu's bank subsidiaries at
"fire sale" prices.

The hearing in U.S. Bankruptcy Court in Delaware on WaMu's new
motion is set for May 20.

As reported by the TCR on April 30, 2009, Washington Mutual filed
a lawsuit against JPMorgan Chase in a dispute over control of more
than $4 billion in demand deposits currently being held by
JPMorgan.  Washington Mutual has asked the Bankruptcy is asking
the U.S. Bankruptcy Court for the District of Delaware to declare
that JPMorgan Chase has no ground for withholding the more than $4
billion in demand deposits.

Three separate lawsuits are now on file involving bank holding
company Washington Mutual and its efforts to recover property lost
in September when its bank subsidiaries were taken over by the
Federal Deposit Insurance Corp. and immediately transferred
JPMorgan Chase for $1.9 billion.

According to the report, WaMu said last week that it can't
formulate a Chapter 11 plan until disputes with JPMorgan Chase and
the FDIC are resolved.  Recovering the $4 billion is the
"foundation" for a Chapter 11 plan, WaMu said.

Washington Mutual filed suit in March against the FDIC in U.S.
District Court in Washington after its claim in the bank
receivership was denied.  The Debtor seeks to recover $6.5 billion
in capital contributions, $4 billion in preferred securities and
$3 billion in tax refunds.  The lawsuit contends the FDIC sold the
bank for substantially less than the assets were worth.  The
holding company believes the bank's assets were worth more than
the bank's debt.

JPMorgan, which acquired Washington Mutual Bank, has filed an
adversary complaint against Washington Mutual and WMI Investment
Corp., and Federal Deposit Insurance Corporation, seeking (i) to
ensure that it is not divested of the assets and interests
purchased in good faith from the FDIC, as receiver for WMB; and
(ii) for indemnification and recovery against the Debtors for
certain liabilities that may be asserted against JPMorgan, as
successor by merger to WMB, pursuant to a Purchase and Assumption
Agreement dated September 25, 2008, with the FDIC.

The Troubled Company Reporter said on April 14, 2009, that a
pretrial conference will be held on May 20, 2009, at 11:30 a.m.,
relating to the Complaint.

The TCR reported on March 27, 2009, that the Debtors filed a
lawsuit against the FDIC, in its corporate capacity and in its
capacity as the receiver of WMB.  The Lawsuit, filed before the
United States District Court for the District of Columbia, is in
light of the FDIC's disallowance of the Debtors' claims,
aggregating more than $13.6 billion.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

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


WESTCARE MASSACHUSETTS: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Western Massachusetts Lifecare Corporation
        807 Wilbraham Road
        Springfield, MA 01109
        aka
        Reeds Landing

Bankruptcy Case No.: 09-30737

Type of Business: Western Massachusetts Lifecare Corporation
provides residential care services.

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Henry J. Boroff

Debtor's Counsel: Sean Monahan, Esq.
                  Choate Hall & Stewart
                  Two International Place
                  Boston, MA 02110
                  Tel: (617) 248-2117
                  Fax: (617) 248-4000
                  Email: smonahan@choate.com

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

Estimated Debts: $50,000,001 to $100,000,000

The Debtor's Largest Unsecured Creditors:

Entity                            Nature of Claim    Claim Amount
------                            ---------------    ------------
Baystate Health, Inc.            Subordinated Note     $8,881,035
280 Chestnut Street
Springfield, MA 01104

Springfield College                   Lease             1,070,834
263 Reeds Landing
807 Wilbraham Road
Sprigfield MA 01109

Catherine Eckel                  Residence and Care       341,696
209 Reeds Landing                    Agreement
807 Wilbraham Road
Springfield, MA 01109

Rita Conway                      Residence and Care       340,255
                                     Agreement

Sylvia Forastiere                Residence and Care       337,825
                                     Agreement

Martha Brandfass                 Residence and Care       305,764
                                     Agreement

Robert and Thelma Lamour         Residence and Care       301,023
                                     Agreement

Estate of Caroline Turtle        Residence and Care       300,841
                                     Agreement

Frances Smith                    Residence and Care       284,546
                                     Agreement

Loni Brower                      Residence and Care       277,547
                                     Agreement

Barbara Griffin                  Residence and Care       276,259
                                     Agreement

June Singer                      Residence and Care       275,178
                                     Agreement

Marjorie Flint                   Residence and Care       273,139
                                     Agreement

Charles Johnson                  Residence and Care       273,139
                                     Agreement

Audrey Kervick                   Residence and Care       264,282
                                     Agreement

Joel Cohen                       Residence and Care       249,687
                                     Agreement

Barbara O'Connor                 Residence and Care       245,450
                                     Agreement

Donald and Diana Bliss           Residence and Care       244,924
                                     Agreement

Mary Frisbie                     Residence and Care       242,841
                                     Agreement

Florence Vickers                 Residence and Care       228,381
                                     Agreement

The petition was signed by Matthew Leahy, Executive Director of
the company.


WILSON IRIZARRY: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Wilson Irizarry Santiago
               Gladys Mirta Castro Velez
               PO Box 2063
               San Sebastian, PR 00685

Bankruptcy Case No.: 09-03611

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Bankruptcy Judge Enrique S. Lamoutte Inclan

Debtors' Counsel: Salvador Tio Fernandez, Esq.
                  Calle Acosta 97 Altos
                  Caguas, PR 00726
                  Tel: (787) 390-7880
                  Fax: (787) 746-3895
                  Email: salvadorelias@yahoo.com

Total Assets: $1,970,541

Total Debts: $1,264,099

According to its schedules of assets and liabilities, $1,245,462
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
5 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/prb09-03611.pdf

The petition was signed by the Joint Debtors.


WOLVERINE TUBE: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wolverine Tube Inc. to 'SD' (selective default) from
'CC'.  At the same time, S&P lowered the issue-level rating on
Wolverine's 10.5% senior unsecured notes due 2009 to 'D' from 'C'.
S&P also removed all ratings from CreditWatch with negative
implications, where they were placed on March 2, 2009.

The downgrade follows the company's announcement that it has
completed an exchange offer of its 10.5% senior notes due 2009 for
new 15% senior secured notes due 2012.  Holders of $122 million of
Wolverine's $138 million in principal amount of notes outstanding
exchanged their notes for the new notes due 2012.  All of the old
notes due 2009 have been cancelled.

S&P deems the options in the exchange offer for the new notes as
less than the original promise, because the new notes' maturity
extends beyond the original notes' maturity in April 2009.  As a
result, S&P view the exchange as being tantamount to default given
the distressed financial condition of the company and S&P's
concerns about Wolverine's ability to service its current capital
structure absent this exchange offer (reflected in S&P's previous
'CC' corporate credit rating on the company).


WORKFLOW MANAGEMENT: Restructures First- and Second-Lien Payments
-----------------------------------------------------------------
Workflow Management Inc. said May 1 it has reached agreement with
lenders to amend its primary credit agreements.  The agreement
includes revised loan covenants that will give the company an
opportunity to implement its transformation plan as well as
capitalize certain interest accruing to second lien lenders in
order to improve its near-term liquidity.  In exchange, the
company's second lien lenders will receive warrants to acquire a
minority equity interest in Workflow Management to share in the
future value to be generated under the transformation plan. In
conjunction with these amendments, Workflow Management's lead
equity sponsor, Perseus LLC, will also make a further equity
investment in the company.

"Workflow Management Inc. is an example of how creditors lower
down the capital structure are willing to restructure debt when
the alternative is a bankruptcy where the subordinate creditors
would face being wiped out in Chapter 11," Bill Rochelle at
Bloomberg News said.

"We are pleased to reach consensus with our lenders on a long-term
agreement that provides us with a more stable financial platform
going forward," said Dave Davis, chief executive officer of
Workflow Management.  "This agreement with our banks, along with
the additional capital from investors, demonstrates their
confidence in our transformation plan.  The plan we are
implementing will improve our operations and overall performance,
and be the basis for sustained profitability at Workflow."

Workflow also announced a series of senior executive appointments,
effective immediately, that will strengthen the leadership team as
the company continues to improve its financial performance and
position itself for future success:

  -- Dean Truitt, who had previously served in the roles of vice
     president of operations and chief operating officer of
     WorkflowOne, will become president and COO.  In addition to
     his management responsibilities, Truitt will continue to
     drive the transformation plan.  He brings 28 years of
     experience in turnarounds, performance improvement programs
     and merger integrations. He was previously with AlixPartners,
     a leading global business advisory and turnaround firm, where
     he served in a number of interim senior management roles for
     clients.  Prior positions also include equity partner at
     Ernst & Young, CEO of Everfresh Products and management
     consultant at Andersen Consulting.

  -- Ernest A. Miller will join WorkflowOne as executive vice
     president of operations on May 11.  Mr. Miller previously
     served as vice president of global manufacturing and supply
     chain operations for NCR Corporation.  Prior positions
     include roles at McKinsey and Company, General Motors, and
     Cap Gemini Ernst & Young LLC.

  -- Robert Whittington joined WorkflowOne last month as chief
     information officer.  Mr. Whittington recently served as
     senior vice president and CIO for Wendy's International,
     where he led a successful restructuring effort that reduced
     costs and improved quality and service across the global
     chain's 6,000 restaurants prior to its acquisition by Triarc
     Companies, Inc., owner of Arby's.

"To continue the successful execution of our transformation plan
and build our company for the future, we are enhancing our
management team through the addition of these proven leaders,"
Mr. Davis said.  "We are fortunate to have the benefit of their
individual technical skills and combined management experience."

He continued, "Our transformation plan is resulting in significant
cash and profitability improvement from changes such as
organizational rightsizing, rationalized sourcing, plant and
office consolidations, and expense control.  Going forward, we
will continue to identify ways to improve efficiency, reduce costs
and support our top-line growth.  Our dedicated workforce remains
focused on delivering exceptional service to our customers during
these very challenging economic times."

In response to the credit agreement amendments, the Company also
indicated that it expects temporary, technically-driven adverse
changes to its credit rating, followed shortly thereafter by
improvements to credit ratings based on the actual improved
liquidity picture resulting from the amendments.

                     About Workflow Management

Workflow Management -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.  In early
2009 acquisition vehicle Enterprise Acquisition Corp. withdrew its
bid to acquire Workflow Management's privately held parent
company, Workflow Capital Holdings. Perseus is WF Capital's
largest shareholder.

Following the Company's May 1, 2009 amendments of its first-lien
and second-lien credit facilities, Standard & Poor's Ratings
Services lowered its corporate credit rating on Workflow
Management to 'SD' (selective default) from 'CC'.  S&P also
lowered the issue-level rating on the company's $140 million
second-lien term loan to 'D' from 'C'.  In addition, S&P revised
its recovery rating on the company's 40 million secured revolving
credit facility and $275 million first-lien term loan to '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
for lenders in the event of a payment default, from '1'.


WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Workflow Management Inc. to 'CCC-' from 'SD'.  The
rating outlook is negative.

S&P affirmed its issue-level rating on the company's first-lien
debt at 'CCC' (one notch higher than the 'CCC-' corporate credit
rating).  The recovery rating remains unchanged at '2',
representing S&P's expectation of substantial recovery (70% to
90%) in the event of a payment default.

At the same time, S&P raised the rating on Workflow's second-lien
debt to 'C' from 'D' based on the amended terms of the second-lien
credit agreement, and subsequently withdrew S&P's rating on this
issue at the request of the company.

"The rating upgrade reflects the execution of amendments to both
the company's first- and second-lien credit facilities and the
resultant incremental liquidity," said Standard & Poor's credit
analyst Michael Listner.

The amendments provide the company with covenant relief through
the restatement of the leverage requirement, interest coverage
requirement, and minimum EBITDA covenant.  In addition, changes
which provide for the add-back of certain restructuring and
integration costs were made to the definition of EBITDA, and
requirements for sale proceeds to be used for the repayment of
first-lien indebtedness were made to the agreements.

The 'CCC-' corporate credit rating reflects Workflow Management's
significant debt service requirements, recent operating
challenges, and limited liquidity.  The company provides document
management and business process outsourcing services.  Given the
fragmented, highly competitive nature of the printing industry,
Workflow is one of only a few companies that can provide complete
end-to-end services to its clients.  Despite its position in the
industry, Workflow is susceptible to the overall variability of
the economic cycle, as well as the industries in which its clients
operate, particularly financial services.  Given its private
company status, Workflow does not publicly disclose financial
information.


WSB FINANCIAL: Promotes Hobson to Interim Chief Financial Officer
-----------------------------------------------------------------
WSB Financial Group, the parent company of Westsound Bank,
promoted Janet Hobson to Interim Chief Financial Officer,
effective May 2, 2009.  Ms. Hobson replaced Mark Freeman, who
resigned effective May 1, 2009, to accept a position with a
private bank in Eastern Washington.

"Janet Hobson has been an excellent Chief Accounting Officer for
the bank and brings extensive banking experience to fill the job
of CFO for us," said Terry Peterson, Chief Executive Officer.  "We
thank Mark for his many years of service, and wish him well in his
new position.

"With the new higher FDIC insurance guarantees of $250,000 for
interest bearing accounts and no limits for non-interest bearing
accounts, our customers have very solid security for their funds,
and have been very loyal to our bank," Mr. Peterson noted.

Ms. Hobson has more than 25 years of experience in accounting
including four years of public company reporting.  She joined WSB
Financial in September 2006 after serving four years as an
accountant at Rainier Pacific Bank in Tacoma, Washington.

                      March 2008 FDIC Order,
                       Going Concern Doubt

Moss Adams, LLP, in Everett, Washington, expressed substantial
doubt about WSB Financial Group's ability to continue as a going
concern.  In its April 3, 2009 audit report, Moss Adams said the
Company's two consecutive years of operating losses, its
deteriorating capital position, and its Stipulation and Consent to
the Issuance of an Order to Cease and Desist with the Federal
Deposit Insurance Corporation and Washington State Department of
Financial Institutions, raise substantial doubt about its ability
to continue as a going concern.

Westsound Bank entered into the FDIC order on March 10, 2008.
Although Westsound Bank agreed to the order, it did not admit or
deny any allegations of unsafe or unsound banking practices, or
any legal or regulatory violations.  The order is a formal action
by the FDIC and DFI requiring the Bank to take corrective measures
in a number of areas.  No monetary penalties were assessed in
connection with the order.

The regulators determined the Bank had engaged in unsafe or
unsound banking practices, by engaging in unsatisfactory lending
and collection practices, operating with inadequate management and
board supervision, with less than satisfactory capital in relation
to its large volume of poor quality loans and with an inadequate
loan valuation reserve, and with inadequate provisions for
liquidity, inadequate internal routine and control policies, and
in violation of various banking laws and regulations relating to
internal audits and controls, real estate appraisal and lending
guidelines, and responsibilities of bank directors and officers.

Under the terms of the FDIC order, the Bank cannot declare
dividends without the prior written approval of the FDIC and the
DFI.  Other material provisions of the order require the Bank to:
(i) review the compensation and effectiveness of Westsound Bank's
current executive officers and directors, and the structure of the
board and its committees, (ii) strengthen the Bank's board of
directors' oversight of management and operations of the Bank,
(iii) improve the Bank's internal controls, internal audit
function, lending and collection policies and procedures,
particularly with respect to the origination and monitoring of
construction loans, (iv) maintain specified capital and liquidity
ratios, and (v) prepare and submit progress reports to the FDIC
and the DFI.  The FDIC order will remain in effect until modified
or terminated by the FDIC and the DFI. As previously reported, the
Company and the Bank have been actively engaged in responding to
the concerns raised in the FDIC order.  The FDIC order requires
the Bank to maintain higher than normally required capital ratios.
Risk-based capital is required to be 13% or higher.

At December 31, 2008, the Bank's risk-based capital ratio was
11.8%, which is out of compliance with this requirement of the
order.  The Bank has filed all reports and believes it is in
compliance with or has taken steps to comply with all other
requirements of the FDIC order.

The FDIC order does not restrict the Bank from transacting its
normal banking business.  The Bank will serve its clients in all
areas including making loans, establishing lines of credit,
accepting deposits and processing banking transactions.  All
client deposits remain fully insured to the highest limits set by
FDIC.

The Company had a net loss of $32.7 million for the year ended
December 31, 2008, compared to a net loss of $5.2 million for
2007.  The primary reasons for the increased loss in 2008 compared
to 2007, were increases in non-accrual loans, additions to the
provision to loan losses and the valuation allowance for the
deferred tax asset.  At December 31, 2008, WSB Financial had, on a
consolidated basis, total assets of $365.2 million, net loans of
$265.8 million, total deposits of $330.0 million and stockholders'
equity of $24.3 million.

                     About WSB Financial Group

Based out of Bremerton, Washington, WSB Financial Group (NASDAQ:
WSFG) -- http://www.westsoundbank.com/-- is the holding company
for Westsound Bank and Mortgage.  The company was founded in 1999,
and currently operates nine full service offices located within
five contiguous counties within Western Washington.


YOUNG BROADCASTING: Bank Debt Sells at 62% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Young Broadcasting
is a borrower traded in the secondary market at 37.88 cents-on-
the-dollar during the week ended May 1, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.63 percentage points
from the previous week, the Journal relates.   The loan matures
November 3, 2012.  The Company pays 225 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt.  S&P's has assigned a Default rating.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the Official Committtee of Unsecured Creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.


* Adam Rogoff Joins Kramer Levin's Premier Restructuring Team
-------------------------------------------------------------
Kramer Levin Naftalis & Frankel LLP reported that Adam C. Rogoff
is joining the firm as a partner in the Corporate Restructuring
and Bankruptcy Department.  For more than two decades, Mr. Rogoff
has focused his practice on complex transactional, litigation and
advisory work relating to restructuring, commercial finance,
Chapter 11 bankruptcy cases, workouts, and "pre-packaged" Chapter
11 matters.

"We are pleased to have such a well-regarded and experienced
lawyer join our firm," said Paul S. Pearlman, Kramer Levin's
managing partner.  "His impressive record of transactions and
client base will further enhance our preeminent Corporate
Restructuring and Bankruptcy Department."

Prior to joining Kramer Levin, Mr. Rogoff was a bankruptcy partner
at Cooley Godward Kronish, Cadwalader Wickersham & Taft LLP and
Weil, Gotshal & Manges LLP.  He has extensive experience
representing a broad range of corporate debtors, creditors
(including DIP lenders) and other parties in Chapter 11
restructurings and out-of-court workouts.  Well-regarded for his
experience in representing Chapter 11 debtors, Mr. Rogoff's
clients have included national retailers; healthcare, including
hospitals; service providers, particularly in the airline and
hotel industries; and manufacturers, notably in steel, alcohol and
metals mining.  His outstanding record led Global Insolvency &
Restructuring Review to name Mr. Rogoff one of its "Top 40 Under
40" global insolvency practitioners in 2000.  He was named to the
Super Lawyers of New York in 2006, 2007 and 2008.  He also
received the 2005 Burton Award for Legal Writing for his co-
authored article in the New York Law Journal, "China Takes Active
Steps Towards Reform."

"Today's economy demands a dynamic way of looking at restructuring
and bankruptcy, and the breadth of Adam's experience builds on the
abilities of our existing team to best serve our clients in this
challenging time," said Kenneth H. Eckstein, co-chair of Kramer
Levin's Corporate Restructuring and Bankruptcy Department.

Mr. Rogoff is a member of the Turnaround Management Association
and is a frequent speaker and author of numerous articles and
books on bankruptcy matters.  He is the general editor and co-
author of the Collier International Business Insolvency Guide,
serves as a contributing author to Collier on Bankruptcy and
Collier Bankruptcy Manual and is an editorial board member of and
frequent contributor to The Bankruptcy Strategist.  He received
his J.D. from New York University School of Law where he graduated
Order of the Coif and his B.A. with honors from Northwestern
University.

Kramer Levin Naftalis & Frankel LLP --
http://www.kramerlevin.com/corporaterestructuring-- is a premier,
full-service law firm with offices in New York and Paris.  For
more than 25 years, the firm's Corporate Restructuring and
Bankruptcy Department has established itself as an industry leader
by playing a key role in many of the country's largest and most
complex Chapter 11 cases and business restructuring matters
including Tribune Company, Smurfit-Stone Container Corporation,
Magna Entertainment, Dana Corporation, Dura Automotive, Calpine,
Bally Total Fitness, Sea Containers, Adelphia, Northwest Airlines,
ASARCO, just to name a few.  The department and its attorneys are
consistently praised by peers, professional organizations and top-
tier guides to legal excellence.  They have received recognition
from Chambers USA, Chambers Global, IFLR 1000, Legal 500, Best
Lawyers in America, New York Super Lawyers, Lawdragon 500,
National Bankruptcy Conference, Investment Dealer's Digest,
Turnarounds & Workouts, among others.  Recently, the firm received
the awards for Chapter 11 Reorganization of the Year and for
overall Bankruptcy Law Firm of the Year from M&A Advisor.


* April Bankruptcy Filings Rise 38% From 2008
---------------------------------------------
U.S. bankruptcy filings of all types totaled 128,700 in April, up
38% from a year earlier and slipping 2.4% from March, Bloomberg's
Bill Rochelle reports, citing data compiled by Automated Access to
Court Electronic Records, a service of Jupiter ESources LLC in
Oklahoma City.

Mr. Rochelle said commercial bankruptcies in March continued to
rise faster than individual bankruptcies.  While commercial
filings in April were little changed from March, they were 56%
percent higher than a year earlier, the report said.

Year over year, the increase in bankruptcy reorganization
filings under Chapter 11 is even higher than for commercial
filings, which are mostly made of failed businesses that
liquidate in Chapter 7.  Chapter 11 filings increased 4%
from March.  Compared with the same month in 2008, bankruptcy
reorganization filings were up 136%.


* FDIC Opens New Office to Help Customers of Failed Banks
---------------------------------------------------------
The Federal Deposit Insurance Corporation on May 5 announced it
the creation of a new unit within the Office of the Ombudsman
specifically designed to assist customers with loans at failed
banks.  This new unit will complement the extensive work that the
FDIC conducts on behalf of the public, and is another effort to
provide effective avenues to address questions or concerns of
borrowers of failed banks.

As of May 1, 2009, a total of 32 banks have failed.  There were
only 25 failures in 2008 as a whole.  A complete list of banks
that failed since 2000 is available at:

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

The FDIC added its Division of Resolutions and Receiverships (DRR)
will continue to have primary responsibility for working closely
and proactively with customers of failed banks to address their
concerns and transition them to new banking and lending
relationships. This new unit will give borrowers an additional
venue for having their concerns addressed by the FDIC.

The FDIC has also produced a new "A Borrower's Guide to an FDIC
Insured Bank Failure" available at
http://www.fdic.gov/bank/individual/failed/borrowers/index.html

This comprehensive guide will help inform customers that had loans
with failed institutions about what they can expect to occur in
the receivership process, including the disposition of loans,
workout steps taken on delinquent loans and an explanation of
borrower rights. The FDIC is committed to make every effort to
ensure that borrowers are aware of the FDIC's resolution process
and have information to minimize the impact of their institution
closing. This guide will also provide borrowers with the resources
to quickly address issues with the FDIC, including contact
information for the Ombudsman's Office.

FDIC Chairman Sheila C. Bair said, "I'm pleased to announce these
additional resources for borrowers of failed institutions. As the
pace of bank failures increases, the FDIC will be handling an
increased volume of loans from failed institutions. Each of these
loans represents a customer relationship. It is critical that
these borrowers have the necessary information and avenues of
communication available to them from the FDIC."

The FDIC's Office of the Ombudsman, first established in 1993,
will continue to serve as an independent and neutral intermediary
for customers of failed banks. As the pace of failures increases,
additional staffing in the office will help provide service and
clear communication between all parties. The FDIC Office of the
Ombudsman has a nationwide presence in each of the agency's six
regions. The Ombudsman's Office helped resolve more than 1,100
cases in 2008.


* Venture Capitalists Seek Regulatory Help
------------------------------------------
In a bid to end the worst initial public offering slump in
decades, venture capitalists urged regulators to make it easier
for startups to go public by reforming post-Enron corporate-
governance rules, Tim Mullaney of Bloomberg News reported.

According to Bloomberg, at a conference in Boston on April 29, the
National Venture Capital Association said that the Securities and
Exchange Commission should review regulations, including pre-IPO
financial reporting requirements, rules that keep investment
banking separate from research within brokerages, and the
Sarbanes-Oxley Act.

The industry also is asking for tax relief for IPO investors,
saying that venture-backed stock offerings have helped create 12
million U.S. jobs.  Bloomberg says that the association proposed a
10% capital gains tax rate for IPO investors who hold shares for
at least two years.  That compares with the usual 15% tax on
capital gains.

With lower taxes and fewer regulatory hurdles, the venture
industry says it can boost the economy by fostering more young
companies.  Public companies that got venture money early in their
development have sales equal to 21% of U.S. gross domestic
product, the NVCA said.

Sarbanes-Oxley, as well as rules pushed through by former New York
Attorney General Eliot Spitzer, had unintended consequences that
discouraged IPOs and slowed the pace of innovation, NVCA President
Mark Heesen said, according to Bloomberg.

According to Bloomberg, the association proposes phasing in
Sarbanes-Oxley financial reporting and certification based on the
size of the company.  Full compliance would only be required of
companies with more than $1 billion in annual sales.

Bloomberg says that the association also is fighting to keep a tax
break that President Barack Obama has proposed eliminating.  The
share of the profits that venture capitalists make investing
clients' money is currently taxed at the same rate as capital
gains, rather than the higher level for ordinary income.

The association also wants to allow cooperation again between
stock analysts and investment bankers.  Bloomberg relates that
Mr. Spitzer worked to sever those ties to protect the objectivity
of stock research.  He won settlements from more than a dozen
investment banks that agreed to keep the departments separate.
The result is that small public companies often have no research
coverage, which can hurt their stocks, because investors will
steer clear of the shares.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 19, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission **