TCR_Public/090507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 7, 2009, Vol. 13, No. 125

                            Headlines


1248 NORTH LAUREL: Case Summary & 10 Largest Unsecured Creditors
290 @ 71 LLC: Case Summary & 9 Largest Unsecured Creditors
ABA INC: Case Involuntary Chapter 11 Case Summary
ACCREDITED HOME: Wants Pachulski Stang as Bankruptcy Co-Counsel
ACCREDITED HOME: Starts Lease Rejection As Part of WindDown

ADALTIS INC: Seeks More Financing, Raises Going Concern Doubt
AFFILIATED FOODS: Files for Chapter 11 Bankruptcy Protection
AFFILIATED FOODS: Case Summary & 20 Largest Unsecured Creditors
AGT CRUNCH: Files Chapter 11 to Sell to NEFC & Angelo
ALF RE PTAH: Voluntary Chapter 15 Case Summary

AMARAVATHI LIMITED: List of Creditors Holding Unsecured Claims
AMARAVATHI LIMITED: Taps Diamond McCarthy as Bankruptcy Counsel
AMERICAN INT'L: $5 Billion Net Loss Expected in First Quarter
AMERISTAR CASINOS: Moody's Affirms 'Ba3' Corporate Family Rating
AP-PRESCOTT: Involuntary Chapter 11 Case Summary

ARENA MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors
ASTER GROUP: Voluntary Chapter 11 Case Summary
ATLAS PIPELINE: Moody's Downgrades Default Rating to 'B3'
BANK OF AMERICA: Stress Test Shows $35-Bil. Capital Deficit
BAYOU GROUP: Ch. 11 Trustee Isn't Required to Replace Receiver

BERNARD L MADOFF: Picard Wants Ch. 7 Case Combined With SIPA Case
BERNARD L. MADOFF: Used Ponzi Funds for Family Expenses
BERNARD L. MADOFF: Protecting Others Involved in Ponzi Scheme
C & J LAND: Involuntary Chapter 11 Case Summary
CARLEE MARK CHASTAIN: Case Summary & 20 Largest Unsec. Creditors

CELSIUS HOLDINGS: Seeks Funding, Raises Going Concern Doubt
CENTRAL ILLINOIS: Involuntary Chapter 11 Case Summary
CHARTER COMMUNICATIONS: Court Approves Disclosure Statement
CHESAPEAKE CORP: Completes $485 Mil. Asset Sale to Investor Group
CHRYSLER LLC: U.S. Trustee Names 11-Member Creditors Committee

CHRYSLER LLC: Hedge Funds Named; Fiat Deal Has Legal Questions
CHRYSLER LLC: Court Approves Fiat-Led Auction for Business
CHRYSLER LLC: Proposes to Pay Prepetition Suppliers Claims
CHRYSLER LLC: To Pay $277-Mil. to Shippers, Tooling Suppliers
CHRYSLER LLC: Non-Tarp Lenders Oppose Payment for Sales, Use Taxes

CHRYSLER LLC: Gets Interim Authority to Honor Customer Programs
CHRYSLER LLC: Proposes to Keep Cash Management System
CHRYSLER LLC: Closing Five Plants as Part of Bankruptcy
CHRYSLER LLC: Reached Initial Pact With Kia Before Courting Fiat
CHRYSLER LLC: BCBSM and BCN Launch Web Sites for Health Care

CHRYSLER LLC: Proposes to Continue Workers Compensation Programs
CHRYSLER LLC: Strattec Discloses $2.7 Million Receivables
CHRYSLER LLC: Bankruptcy Won't Affect Moody's Rating on Stoneridge
COLLIER B. GLADIN: Case Summary & 15 Largest Unsecured Creditors
COMMERCIAL VETURES: Case Summary & 1 Largest Unsecured Creditor

CONDO TIMES: Case Summary & 18 Largest Unsecured Creditors
CONSECO FUNDING: Moody's Junks Ratings on $75 Mil. Notes
COWLEY CONTAINER: Case Summary & 20 Largest Unsecured Creditors
COYOTES HOCKEY: Files Ch. 11 to Sell, Move Gretzky Team to Canada
COYOTES HOCKEY: Case Summary & 40 Largest Unsecured Creditors

CROWN AMERICAS LLC: S&P Assigns 'BB-' Rating on $250 Mil. Notes
CROWN AMERICAS CAPITAL: S&P Puts 'BB-' Rating on $250 Mil. Notes
CRUCIBLE MATERIALS: Case Summary & 20 Largest Unsecured Creditors
DAVID DEFRANCO: Case Summary & 14 Largest Unsecured Creditors
DESERT HIGHLANDS: Case Summary & 5 Largest Unsecured Creditors

DHP HOLDINGS: Court OKs Sale Process for Trademarks & Int'l Units
DHP HOLDINGS: Wants Plan Filing Period Extended to August 26
DONALD JOE GIBSON: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS P. KUDELKA: Case Summary & 14 Largest Unsecured Creditors
ENDEAVOUR HIGHRISE: Case Summary & 20 Largest Unsecured Creditors

FORD MOTOR: Three Firms Bid for Volvo Unit
GARDNER APARTMENTS: Case Summary & 6 Largest Unsecured Creditors
GENERAL GROWTH: Releases 1st Quarter 2009 Results
GENERAL MOTORS: Renault Eyeing Saturn; Geely Bids for Saab Unit
GLOBAL GROUP: Case Summary & 20 Largest Unsecured Creditors

GOLDEN CROSSING: Moody's Downgrades Senior Secured Rating to 'B1'
GSCP LP: Failure to Pay Principal Loan Cues S&P's 'D' Rating
GUROSA CORPORATION: Case Summary & 6 Largest Unsecured Creditors
HEALTH NET: S&P Affirms Counterparty Credit Rating at 'BB'
HILL COUNTRY GALLERIA: Files for Chapter 11 Bankruptcy Protection

HENDRIX RECYCLING: Voluntary Chapter 11 Case Summary
HERSCHEL GLENN BURGESS: Case Summary & 17 Largest Unsec. Creditors
HILL COUNTRY: Case Summary & 20 Largest Unsecured Creditors
HOST HOTELS: S&P Assigns 'BB+' Rating on $350 Mil. Notes
HOUSTON REAL ESTATE: Voluntary Chapter 11 Case Summary

JENNIFER NGUYEN: Case Summary & 11 Largest Unsecured Creditors
JOHN LAWRENCE JONES: Case Summary & 20 Largest Unsecured Creditors
JUDY ANN JENSEN: Case Summary & 8 Largest Unsecured Creditors
LISBON VALLEY: Involuntary Chapter 11 Case Summary
MANDRA FORESTRY: Moody's Cuts Corporate Family Rating to 'Ca'

MARGAUX ROCKPORT: Voluntary Chapter 11 Case Summary
MARSHALL W. CRISS: Case Summary & 20 Largest Unsecured Creditors
MARY SCHOOLER: Involuntary Chapter 7 Case Summary
MAXUM PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
MCD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors

MDC ROCKPORT: Voluntary Chapter 11 Case Summary
METOKOTE'S CORPORATION: Weak Liquidity Cues Moody's Junk Rating
MGM MIRAGE: Contributes $12,931,000 to IKM Joint Venture
MIDWAY GAMES: Proposes July 15 Bar Date for Proofs of Claim
MILACRON INC: Pens Definitive Deal to Sell Assets for $175 Mil.

MONT BELVIEU: Case Summary & 4 Largest Unsecured Creditors
NALCO CO: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
NALCO CO: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes
NORWOOD PROMOTIONAL: Case Summary & 30 Largest Unsecured Creditors
OBERLIN PLAZA ONE: Case Summary & 14 Largest Unsecured Creditors

OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating
PACIFIC ENERGY: Court Sets June 23 General Claims Bar Date
PACIFIC ENERGY: Files Schedules of Assets and Liabilities
PAUL NORMAN: Case Summary & 20 Largest Unsecured Creditors
PEARLAND WESTSIDE: Case Summary & 12 Largest Unsecured Creditors

PHILLIP DOUGLAS YOUNG: Voluntary Chapter 11 Case Summary
PIKE PLACE OFFICE: Voluntary Chapter 11 Case Summary
PILGRIM'S PRIDE: Court Approves June 1 Claims Bar Date
PILGRIM'S PRIDE: May Be Solvent, Court Says; Equity Panel Okayed
PILGRIM'S PRIDE: Seeks Appointment of Fee Review Committee

PILGRIM'S PRIDE: To Sell Douglas, El Dorado Units; Bids Due May 15
PILGRIM'S PRIDE: To Set Off Debts with Tyson Foods, Twin River
PIZZA JUNCTION: Case Summary & 20 Largest Unsecured Creditors
PRIME GROUP REALTY: Amends Citicorp Loan, Inks Forbearance Pact
QUEBECOR WORLD: Files Amended Plan and Disclosure Statement

RATHGIBSON INC: Delay in Filing Report Cues S&P's Junk Rating
REAL COMET: Case Summary & 4 Largest Unsecured Creditors
RECOVAR GROUP: Case Summary & 20 Largest Unsecured Creditors
RICHARD A. DEMONBREUN: Case Summary & 20 Largest Unsec. Creditors
RIVER VALLEY RANCH: Case Summary & 9 Largest Unsecured Creditors

ROBBINS BROS: Court Okays Sale of All Assets to RB Jewelry
SAN MATEO COUNTY: Will Ask for Federal Aid to Cover Losses
SCOTTISH RE: Ernst & Young Raises Going Concern Doubt
SHAWSHANK LTD: Voluntary Chapter 11 Case Summary
SILGAN HOLDINGS: S&P Assigns 'BB+' Rating on $200 Mil. Notes

SITHE/INDEPENDENCE FUNDING: Moody's Confirms 'Ba2' Senior Rating
SKY INN HOTELS: Case Summary & 20 Largest Unsecured Creditors
SMITTY'S BUILDING: Files 2nd Amended Plan and Disclosure Statement
SOLUTIA INC: Posts $4 Million Consolidated 1st Quarter Loss
SOTHEBY'S INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB-'

SOURCE INTERLINK: Plan Confirmation Hearing Slated for May 28
SPECTRUM BRANDS: 8 Remaining Debtors File Schedules & Statements
SPECTRUM BRANDS: Court Approves Ernst & Young Engagement
SPECTRUM BRANDS: Equity Panel's Bid to Hire Allen & Co. Dismissed
SPECTRUM BRANDS: Equity Panel Can Hire Jackson Walker as Counsel

SPECTRUM BRANDS: Hearing Today on Equity Panel Bid to Hire Alston
SPECTRUM BRANDS: United Industry Files Schedules and Statement
SPECTRUM BRANDS: United Pet's Unit Files Schedules and Statement
STALLION OILFIELD: S&P Junks Ratings; Kirkland Hired
STAAR SURGICAL: Posts $1.7 Million Net Loss for April 3 Quarter

STOCK BUILDING: Case Summary & 30 Largest Unsecured Creditors
TEKOIL & GAS: Wants to Borrow $23 Million from AIN Abu Dhabi
THORNBURG MORTGAGE: Taps Epiq Bankruptcy as Notice & Claims Agent
THORNBURG MORTGAGE: Proposes Protiviti as Financial Advisor
THORNBURG MORTGAGE: Wants Orrick Herrington as Special Counsel

THORNBURG MORTGAGE: Wants Venable LLP as Bankruptcy Counsel
TH PROPERTIES: Seeks 30-Day Delay of SALs and SOFAs Deadline
TROPICANA ENTERTAINMENT: Icahn Lends $150MM for Ch. 11 Exit
TRUMP ENTERTAINMENT: U.S. Trustee Says Weil May Have Conflict
US SHIPPING: Moody's Withdraws 'Ca' Corporate Family Rating

VERMEER OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors
VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating
VICTORIA LEIGH SPROUSE: Case Summary & 20 Largest Unsec. Creditors
VICTORY PARK BAPTIST: Voluntary Chapter 11 Case Summary
VILLAGES OF GREEN: Case Summary & 5 Largest Unsecured Creditors

WARD CORP: Files for Chapter 11 Bankruptcy Protection
WESTCARE MASSACHUSETTS: Files for Chapter 11 Bankruptcy Protection
YOUNG BROADCASTING: Court Sets June 5 General Claims Bar Date
ZION EVANGELICAL: Case Summary & 6 Largest Unsecured Creditors

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


                            *********


1248 NORTH LAUREL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 1248 North Laurel Investors, LLC
        P.O. Box 7198
        Incline Village, NV 89451

Bankruptcy Case No.: 09-51358

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W. Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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/nvb09-51358.pdf

The petition was signed by Steve Rosenthal, co-manager of the
Company.


290 @ 71 LLC: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 290 @ 71 LLC
        9606 North MoPac, Suite 125
        Austin, TX 78759

Bankruptcy Case No.: 09-11156

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Volente Marina Real Estate, LLC                09-11159
    Volente Waterfront, LLC                        09-11160

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave.
                  Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  Email: erict@hts-law.com

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

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

A full-text copy of the Debtor's petition, including its list of 9
largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/txwb09-11156.pdf

The petition was signed by M. Buckner Baccus, managing member of
the Company.


ABA INC: Case Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: ABA, Inc.
                dba Heartland Homes
                c/o Joseph Abraham
                625 South 6th Street
                Las Vegas, NV 89101

Case Number: 09-33053

Involuntary Petition Date: May 5, 2009

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Petitioners' Counsel: John C. Hampton, Esq.
                      17918 Western Pass
                      Houston, TX 77095
                      Tel: (281) 386-9959
                      Fax: (281) 858-6781

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Barbara Mora                   investment           $322,073
1165 Washington Ave.
Winter Park, FL 32789

Meredith Neill                 investment           $322,073
1165 Washington Ave.
Winter Park, FL 32789

Lisa Quinn                     investment           $62,292
9007 Alice Ridge
Gothan, FL 34734


ACCREDITED HOME: Wants Pachulski Stang as Bankruptcy Co-Counsel
---------------------------------------------------------------
Accredited Home Lenders Holding Co. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Pachulski Stang Ziehl & Jones as co-counsel.

PSZ&J will:

   a. provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of the Debtors' businesses and management of their property;

   b. prepare on behalf of the Debtors any necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtors;

   d. prepare and pursue confirmation of a Plan and approval of a
      disclosure statement; and

   e. perform other legal services for the Debtors that may be
      necessary and proper in the Chapter 11 proceedings.

The hourly rates of PSZ&J personnel are:

     Laura Davis Jones                 $795
     James E. O'Neil                   $535
     Timothy P. Cairns                 $395
     Mark M. Bilion                    $325
     Monica A. Molitor                 $225
     Louise Tuschak                    $215

Ms. Jones tells the Court that PSZ&J received $30,195 in
connection with its prepetition representation of the Debtors.

Ms. Jones assures the Court that PSZ&J is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

     Pachulski Stang Ziehl Young Jones
     919 N. Market Street, 17th Floor
     Wilmington, DE 19801
     Tel: (302) 652-4100
     Fax: (302) 652-4400

                   About Accredited Home Lenders

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. -- http://www.accredhome.com/-- offers sub-prime
mortgage products for wholesale mortgage brokers.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors propose to
employ Hunton & Williams LLP as their bankruptcy counsel; Meade
Monger as chief restructuring officer; and Michael Murphy as chief
administrative officer.  The Debtors' assets range from $10
million to $50 million and its debts from $100 million to $500
million.


ACCREDITED HOME: Starts Lease Rejection As Part of WindDown
-----------------------------------------------------------
Accredited Home Lenders and its debtor-affiliates are parties to
various real property leases for their headquarters in San Diego,
California and various offices located throughout the United
States.  As Accredited Homes began winding down its businesses,
all of the offices other than the headquarters and certain related
warehouse and IT buildings were closed prepetition.

Further, effective May 1, 2009, the Debtors moved their last
employees from their former headquarters office complex to a
smaller, less expensive facility.  Pre-bankruptcy, the Debtors
attempted to find subtenants or assignees for these leases, but
given the recent decline in real estate markets, most if not all
these leases are above-market, and the Debtors could not find
anyone willing to pay a premium for the leases.

By this Motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware for permission to reject various prepetition
real property leases and to abandon the Debtors' property
remaining at the leased premises.

The Debtors, in the exercise of their business judgment, have
determined that all leases with respect to closed offices, well as
certain subleases, are not necessary or beneficial to their
continued operations, and that rejection of in the best interest
of the Debtors and their estates.

The Debtors also ask for authority to abandon any personal
property or other property remaining on the premises that are
subject to the leases.

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

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

                   About Accredited Home Lenders

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. -- http://www.accredhome.com/-- offers sub-prime
mortgage products for wholesale mortgage brokers.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Del. Lead Case No. 09-11516).  The Debtors propose to
employ Hunton & Williams LLP as their bankruptcy counsel; Meade
Monger as chief restructuring officer; and Michael Murphy as chief
administrative officer.  The Debtors' assets range from $10
million to $50 million and its debts from $100 million to $500
million.


ADALTIS INC: Seeks More Financing, Raises Going Concern Doubt
-------------------------------------------------------------
Adaltis Inc. said there is significant doubt about its ability to
continue as a going concern in light of significant operating
losses incurred in past years and its difficulty in generating
revenues and in attaining positive cash flows from operations.

Adaltis said its ability to realize its assets and discharge its
liabilities depends on its ability to generate revenues and
positive earnings and realize its strategic operating plans and
budgets.  Adaltis also said its ability to continue as a going
concern depends on its ability to obtain additional financing to
meet its cash requirements as necessary.

Over the past year, Adaltis has completed several financings and
has restructured its operations to substantially reduce expenses
going forward.  Management is continuing its efforts to obtain
additional financing as necessary.  However, Adaltis has no
assurance that it will be able to realize its strategic operating
plans and budgets and generate revenues.  As a result, it will
require additional financing and there is no assurance that
Adaltis will be able to obtain additional financing, when
required.

On May 5, 2009, Adaltis reported first quarter 2009 financial
results.  Adaltis said revenue for the three-month period ended
March 31, 2009, was C$6.2 million, a C$1.6 million, or 35%
increase compared to C$4.6 million for the same period in 2008.
Increased sales of C$400,000 from Eclectica(tm) and increased
sales of C$900,000 in infectious disease product lines were
partially offset by a decrease of C$500,000 in sales of other
product lines.  Foreign exchange fluctuations had an overall
favorable impact of C$800,000 on the Company's revenue.

Adaltis posted a net loss for the quarter of C$6.6 million, or
C$0.06 on a basic and diluted per share basis compared to a net
loss of C$9.3 million, or C$0.14 on a basic and diluted per share
basis for the same quarter last year.

The Company said revenue of C$6.2 million for the quarter ended
March 31, 2009 was C$1.3 million below the C$7.5 million reported
for the quarter ended December 31, 2008.  The net loss for the
quarter was C$6.6 million, a significant reduction from the
C$14.6 million reported in the quarter ended December 31, 2008,
which included approximately C$5.2 million in one-time costs and
costs related to restructuring.

"In the first quarter of 2009, Adaltis has achieved solid revenue
growth from continuing operations", said Peter Bambic, President
and Chief Executive Officer of Adaltis.  "Revenue grew 35%
compared to the first quarter of 2008, primarily on the strength
of our infectious disease microplate product-line and
Eclectica(tm) instruments in all focus geographies as well as a
positive foreign exchange impact".

Mr. Bambic added, "The controlled re-launch of Eclectica(tm)
continues to meet our internal expectations and preliminary
results from our external evaluations are positive.  First quarter
revenues also benefited from the realization of multiple
infectious disease tenders awarded to the Corporation throughout
2008.  We are confident these trends will continue during the
remainder of the year".

Mr. Bambic concluded that "We believe first quarter results
indicate that the Corporation's strategy of focusing on high
quality immunoassay and infectious disease IVD products,
manufactured in a low-cost environment, and promoted by direct and
distributor sales teams is beginning to see traction in the
emerging markets that comprise the focus of our efforts".

On March 20, 2009, the Company signed a new C$9.4 million credit
facility with a Canadian chartered bank.  This new credit facility
bears interest at the bank's prime rate less 1% and matures on
February 23, 2012.  The new credit facility will then be
extendable for additional one-year periods to a maximum of four
renewals.  The new credit facility replaces the previous facility
with the same Canadian bank secured by the Company's Asset-Backed
Commercial Paper notes.

Cash and cash equivalents were C$3.7 million as at March 31, 2009.
The re-launch of EclecticaTM has taken longer than originally
anticipated due to the decision to implement a controlled re-
launch rather than a full market re-launch.  This, coupled with a
downturn in economic activity worldwide and the number of credit
related issues, has resulted in a significant depletion of the
Corporation's cash resources.

The significant volatility in the capital markets and the current
challenges for companies such as Adaltis to access markets for
financing, Adaltis is in discussion with certain parties to
provide additional financing to ensure continuing operations
beyond May 2009.  No definitive agreements with potential
investors have been reached yet and there can be no assurance that
such agreements will be reached.

The number of outstanding shares as at March 31, 2009, was
110,221,874 (110,221,874 as at December 31, 2008).

As of March 31, 2009, the Company had C$94.2 million in total
assets, C$13.0 million in bank debt, C$34.5 million in total long-
term debt, and C$19.2 million in shareholders' equity.

Headquartered in Montreal, Canada, Adaltis Inc. (TSX: ADS) --
http://www.adaltis.com/-- is an international in-vitro diagnostic
company.  Adaltis develops, manufactures and markets in-vitro
diagnostic systems and reagent products to detect viral
infections, diagnose immune system diseases, and measure human
hormone responses.


AFFILIATED FOODS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Zack Stovall at Arkansas News Bureau reports that Affiliated Foods
Southwest Inc. said it has filed for Chapter 11 bankruptcy
protection.

Court documents say that Affiliated Foods listed $10 million to
$50 million in assets and $100 million to $500 million in debts.

According to Arkansas News, Affiliated Foods spokesperson Al
Miller said that the Company laid off on Tuesday about half of the
530 workers at its distribution center in Little Rock, Arkansas.
Mr. Miller, Arkansas News states, said that the remaining jobs
would likely be phased out over time.

Arkansas News quoted Mr. Miller as saying, "Although we filed for
chapter 11, we perceive and have taken steps toward liquidating."
Citing Mr. Miller, Arkansas News relates that all of Affiliated
Foods' 400 supermarkets in Arkansas, Louisiana, Mississippi,
Oklahoma, Tennessee, and Texas are being sold.

Mr. Miller, according to Arkansas News, said that Affiliated
Foods' relations with its primary lender continued to deteriorate,
forcing it to drastically reduce inventory necessary to supply its
clients.

Affiliated Foods Southwest Inc. is a wholesale food distribution
company with its only distribution center in Little Rock.


AFFILIATED FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Affiliated Foods Southwest, Inc.
        12103 Interstate 30
        Little Rock, AR 72209

Bankruptcy Case No.: 09-13178

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Shur-Valu Stamps, Inc.                     09-13183
        Supermarket Developers, Inc.               09-13185
        Convenience Store Supply, Inc.             09-13186
        Mechanical Refrigeration and Air           09-13187
            Conditioning, Inc.

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: Richard D. Taylor

Debtor's Counsel: Tristan Manthey, Esq.
                  Heller Draper Hayden Patrick & Horn
                  650 Poydras St. 25th Floor
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: tmanthey@hellerdraper.com

                  W. Michael Reif, Esq.
                  Dover Dixon Horne
                  425 W. Capitol Ave., Ste. 3700
                  Little Rock, AR 72201-2692
                  Tel: (501) 375-9151
                  Fax: (501) 375-6484
                  Email: mreif@ddh-ar.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Turner-Coleman                                     $2,342,766
PO Box 1000
Memphis, TN 38148

Topco Associates                                   $1,291,488
PO Box 96002
Chicago, IL 60693

Sherwood Food Distributor                          $1,255,525
12499 Evergreen Rd.
Detroit, MI 48228

Lone Star Consolidated                             $1,062,444

Food Source Procurement                              $959,661

Penske Truck Leasing                                 $632,859

Philip Morris, Inc.                                  $625,958

Pilgrim's Pride                                      $609,814

Kraft General Foods                                  $556,819

Watkins Company                                      $452,544

Joshen paper & Packaging                             $440,370

Carolina Pride Foods Inc.                            $383,971

Nabisco, Inc.                                        $379,618

Millbrook Distribution                               $361,963

The J.M. Smucker Company                             $316,391

Mead Johnson & Company                               $357,783

Unilever Bestfoods                                   $298,502

General Mills Finance                                $297,226

Nestle Waters North American                         $289,663

Tom Lange Company                                    $288,439

The petition was signed by Randy Arceneaux, president and COO
of the company.


AGT CRUNCH: Files Chapter 11 to Sell to NEFC & Angelo
-----------------------------------------------------
AGT Crunch Acquisition LLC has reached an agreement to be acquired
by its senior secured lenders, New Evolution Fitness Company and
certain investing affiliates of Angelo, Gordon & Co.

NEFC was founded by Mark Mastrov and Jim Rowley and provides
capital, management oversight, and expertise to emerging fitness
companies around the world.  Mr. Mastrov and Mr. Rowley will serve
as Chairman and Vice Chairman of the Board of Directors of Crunch,
respectively, [upon completion of the sale], overseeing the
existing senior management team of Crunch which will remain with
the Company.

To effect the transaction, Crunch has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York.  The sale will be accomplished
through a bankruptcy process that permits other interested parties
to make competing offers.  Subject to the approval of the
Bankruptcy Court and other customary conditions, the sale is
expected to close in approximately 60 days.

"This process of reorganization, along with the ongoing
involvement of NEFC, will allow Crunch to emerge as a strong
player focused on what we have become famous for: being the place
where entertainment meets fitness," said Tim Miller, CEO of
Crunch.  "This transaction will allow us to restructure our
balance sheet and close several unprofitable locations.  Mark
Mastrov and Jim Rowley strongly believe in Crunch and I am
confident their industry expertise, vision and leadership will
prove to be invaluable as we execute our business plan going
forward."

Crunch said that at this time each of its locations will remain
open, other than 25 Broadway and 42nd Street in Manhattan, which
will close immediately.  The 25 Broadway members have been
transferred to the company's new location at 90 John Street, and
42nd Street members will have their memberships transferred to
38th Street or another location of their choice.  The Company said
it has secured sufficient capital to fund operations through its
reorganization.

Court documents say that NEFC and Angelo affiliates are offering
to credit bid as much as $40 million that they are owed under
various financing agreements with Crunch, instead of paying cash.
Jacqueline Palank at The Wall Street Journal relates that the
credit bid from CH Fitness Investors LLC -- the entity formed by
New Evolution and the Angelo Gordon units -- of as much as
$40 million would be comprised of debt on a bankruptcy loan as
well as a portion of the $56.7 million Crunch owes on a
prebankruptcy secured loan from CH Fitness.  WSJ says that Crunch
is seeking court approval of a $6 million bankruptcy loan from CH
Fitness to fund its operations as it restructures.

Crunch, according to WSJ, is also seeking court approval for its
plans to hold an auction on June 30, at which CH Fitness would be
the leading bidder.

WSJ states that Crunch said that it has been incurring operating
losses since 2008 due to weak membership sales and an inability to
get rid of certain unprofitable club locations that have
"overpriced long-term leases."  WSJ relates that Crunch twice
defaulted on its secured credit facility, which was originally
provided by a group of lenders led by Goldman Sachs Credit
Partners LP but was later sold to CH Fitness.

Crunch, says WSJ, also blamed its financial troubles on its 2006
acquisition of 25 fitness clubs from Bally Total Fitness Corp.
The Company claimed that Bally Total misrepresented the number of
active members and didn't disclose rate-increase restrictions on
those members' contracts, according to the report.  The report
quoted Crunch as saying, "As a result, a number of the debtors'
initial financial projections turned out to be inaccurate, which
in turn caused the debtors to miscalculate their working capital
and capital expenditure requirements and their ability to service
long term debt."

WSJ reports that Crunch said it had $103.9 million in assets and
$102.4 million in debts as of March 31, 2009.

                     New Evolution Fitness Company

Based in Northern California, New Evolution Fitness Company (NEFC)
is a private equity firm focused on the Health and Fitness
industry, providing capital and operating partnerships, management
oversight, and expertise to emerging brands around the world.
NEFC was founded by Mark Mastrov, an industry visionary and
developer of some the world's most successful fitness brands and
Jim Rowley, veteran US Marine, successful leader and long time
fitness professional.

                             Angelo Gordon

Angelo, Gordon & Co. was founded in 1988 and has approximately $15
billion under management.  Currently, the firm's investment
disciplines encompass four main areas: (i) distressed debt and
leveraged loans, (ii) real estate, (iii) private equity and
special situations and (iv) a number of credit oriented hedge fund
strategies.

                                 Crunch

AGT Crunch Acquisition LLC is a collection of state-of-the-art
health clubs that believes in making serious exercise fun by
pioneering a philosophy of entertainment and fitness.
Headquartered in New York City, Crunch serves its members with
gyms in New York, Miami, San Francisco, Los Angeles, Chicago, and
Atlanta.  Renowned for creating unique programming that caters to
an exceedingly diverse membership, Crunch has raised the bar for
the entire fitness industry.


ALF RE PTAH: Voluntary Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: Alf Re Ptah El
                   c/o Reg. Agent UPS
                   1977 North Olden Avenue, Ste. 240
                   Ewing, NJ 08619

Chapter 15 Case No.: 09-21390

Chapter 15 Petition Date: May 4, 2009

Court: District of New Jersey (Trenton)

Estimated Assets: Less than $50,000

Estimated Debts: unknown


AMARAVATHI LIMITED: List of Creditors Holding Unsecured Claims
--------------------------------------------------------------
Amaravathi Limited Partnership and Amaravathi Keerthi, LLC, filed
with the U.S. Bankruptcy Court Southern District of Texas its list
of largest unsecured creditors, disclosing:

      Entity                 Nature of Claim       Claim Amount
      ------                 ---------------       ------------
Carpet Warehouse             Trade Debt            $63,735
10717 C Research Blvd.
Austin, TX 78759

Wilmar Industries, Inc.      Trade Debt            $40,217
PO Box 404284
Atlanta, GA 30384

UCS Cleaning Specialist      Trade Debt            $35,128
fka Univ Cleaning Specialists
1834 Ferguson Ln., Suite 1000
Austin, TX 78754

Baker & McKenzie, LLP        Legal Services        $34,725

City of Austin               Taxes                 $33,823

Benchmark Landscapes         Trade Debt            $27,870

Austin Titan Fire Protection Trade Debt            $22,978

Brushy Creek MUD             Taxes                 $16,939

WW Advertising               Trade Debt            $15,335

RASA Floors                  Trade Debt            $13,575

A-1 Perfect Cleaning         Trade Debt            $11,020

The Rock Painting & Cleaning Trade Debt             $9,963

JC Painting & Cleaning       Trade Debt             $9,500

E-Z Washer Dryer Leasing     Trade Debt             $8,933

Lone Star Enterprises, LLP   Trade Debt             $8,449

Cort Furniture Rental        Trade Debt             $6,686

Network Communications, Inc  Trade Debt             $6,588

Allied Waste Services        Trade Debt             $5,344

John Bergeron Construction   Trade Debt             $5,261

Wilson, Tindall & Associates Trade Debt             $5,237

                About Amaravathi Limited Partnership

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 say they have assets and debts both ranging from $100
million to $500 million.


AMARAVATHI LIMITED: Taps Diamond McCarthy as Bankruptcy Counsel
---------------------------------------------------------------
Amaravathi Limited Partnership and Amaravathi Keerthi, LLC, ask
the U.S. Bankruptcy Court Southern District of Texas for
permission to employ Diamond McCarthy LLP as counsel.

Diamond McCarthy will:

  -- advise the Debtors of their rights, powers and duties as
     debtors-in-possession continuing to manage their estates;

  -- review the nature and validity of claims asserted against the
     property of the Debtors and advise the Debtors concerning the
     enforceability of the claims;

  -- prepare on behalf of the Debtors all necessary and
     appropriate applications, motions, pleadings, draft orders,
     notices, schedules, and other documents and review all
     financial and other reports to be filed in the Chapter 11
     cases;

  -- advise the Debtors concerning, and preparing responses to,
     applications, motions, complaints, pleadings, notices, and
     other papers that may be filed and served in the Chapter 11
     cases;

  -- counsel the Debtors in connection with the formulation,
     negotiation, and promulgation of a Plan of Reorganization and
     related documents; and

  -- perform other legal services for and on behalf of the Debtors
     which may be necessary or appropriate in the administration
     of the Chapter 11 cases and the Debtors' businesses.

The standard hourly rates of Diamond McCarthy personnel are:

     Partners                              $355 - $610
     Senior Counsel/Counsel/Associates     $210 - $510
     Legal Assistants and Support Staff    $100 - $180

The hourly rates of Diamond McCarthy professionals with primary
responsibilities in the Chapter 11 cases are:

     Kyung S. Lee, partner                     $550
     Jason M. Rudd, partner                    $355
     Brian Abramson, associate                 $275
     Catherine A. Burrow, paralegal            $170

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

Can be reached at:

     Diamond McCarthy Taylor and Finley
     909 Fannin, Ste. 1500
     Houston, TX 77010
     Tel: (713) 333-5125
     Fax: (713) 333-5195

                About Amaravathi Limited Partnership

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 say they have assets and debts both ranging from $100
million to $500 million.


AMERICAN INT'L: $5 Billion Net Loss Expected in First Quarter
-------------------------------------------------------------
American International Group Inc. is expected to post a $5 billion
first-quarter net loss, Matthew Karnitschnig and Liam Pleven at
The Wall Street Journal report, citing people familiar with the
matter.

WSJ notes that the expected loss is considerably smaller than the
$62 billion deficit that AIG reported in the fourth quarter 2008.
According to WSJ, the fourth-quarter loss was due to charges to
AIG's portfolio of distressed investments, interest payments, and
weakness in the Company's insurance operations.

WSJ relates that AIG can manage big investment losses.  It has
access to $30 billion it hasn't yet touched under the government's
Troubled Asset Relief Program, WSJ says.

                Brazilian Unit Resumes Operations

According to Valor Economico, AIG has resumed operations in Brazil
under the name AIU, focusing on the corporate insurance sector.
Valor Economico states that AIU is a U.S. holding that counts AIG
as a key partner and has been operating in Brazil for a couple of
months.

                  About American International

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

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

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

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

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

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

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

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


AMERISTAR CASINOS: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed all of Ameristar Casinos, Inc.
ratings, and revised the rating outlook to stable from negative.
The outlook revision was based on the recent amendments to the
company's credit facility financial covenants that alleviated
concerns regarding a potential violation of the senior leverage
covenant.  It also reflects the substantial improvement in
Ameristar's earnings and anticipates that the company will address
the November 2010 expiration of its $1.4 billion revolver --
almost all of which is currently outstanding -- well before it
expires.

Ratings affirmed:

  -- Corporate Family Rating at Ba3
  -- Probability of Default Rating at B1
  -- Senior secured bank loan at Ba3 (LGD 3, 35%)
  -- Speculative Grade Liquidity rating at SGL-3

Ameristar reported a substantial EBITDA improvement in the three
month period ended March 31, 2009 compared to the same period last
year.  The implementation of an aggressive cost cutting program
combined with the incremental earnings contribution from its St.
Louis expansion and the removal of loss limits in Missouri in
November 2008, grew EBITDA almost 24%.  Worth noting is that all
of the company's properties improved in terms of absolute EBITDA
growth and EBITDA margins.

Although Ameristar remains exposed to weak demand trends, there
are several earnings catalysts that should help the company
sustain its EBITDA improvement.  These include the company's Black
Hawk expansion that is scheduled to open later this year and
regulatory reform in Colorado that goes into effect in July 2009
allowing expanded casino operating hours and higher maximum bet
limits.  These earnings catalysts combined with an improved cost
structure and lower development capital expenditures should make
it possible for Ameristar to achieve and sustain debt/EBITDA at
below 5 times.  Moody's also believes that leverage should remain
below 5 times despite the expectation that weak demand trends will
continue.  Debt/EBITDA for the latest 12-month period ended March
31, 2009 was 5.1 times.

Moody's last rating action for Ameristar was on February 13, 2009
when the company's rating outlook was revised to negative from
stable.  The outlook revision was based on negative fiscal 2008
fourth quarter revenue trends and concerns regarding the company's
ability to comply with its bank loan senior leverage covenant.

Ameristar Casinos, Inc. owns and operates eight hotel/casinos in
six jurisdictions.  The company generates approximately $1.3
billion of consolidated net revenues.


AP-PRESCOTT: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: AP-Prescott Stoneleigh Residences LP
                60 Columbus Circle, 20th Floor
                New York, NY 10023

Case Number: 09-32819

Involuntary Petition Date: May 4, 2009

Court: Northern District of Texas (Dallas)

Petitioner's Counsel: John Mark Chevallier, Esq.
                      mchevallier@mcslaw.com
                      McGuire, Craddock & Strother
                      3550 Lincoln Plaza
                      500 N. Akard St.
                      Dallas, TX 75201
                      Tel: (214) 954-6800
                      Fax: (214) 954-6850

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Turner Construction Company    construction         $4,3741,219
2001 N. Lamar,
Suite 100
Dallas, TX 75202

System Electric, Inc.          construction         $19,983
704 E. Central Parkway
Suite 1200
Plano, TX 75074

Dee Brown, Inc.                construction         $239,548
4101 S. Shiloh Road
Garland, TX 75041

Lasco Acoustics & Drywall Inc. construction         $46,196
11050 Ables Lane
Dallas, TX 75229

Capform, Inc.                  construction         $4,741,219
1455 Halsey Way
Carrollton, TX 75007


ARENA MANAGEMENT: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Arena Management Group, LLC
        9400 W. Maryland Ave.
        Glendale, AZ 85305

Bankruptcy Case No.: 09-09495

Chapter 11 Petition Date: May 5, 2009

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

Judge: James M. Marlar

Debtor's Counsel: Thomas J. Salerno, Esq.
                  Squire, Sanders & Dempsey, LLP
                  40 N. Central, #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4043
                  Fax: (602)253-8129
                  Email: tsalerno@ssd.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
40 largest unsecured creditors, is available for free at:

       http://bankrupt.com/misc/azb09-09495.pdf

The petition was signed by Jerry Moyes, managing member of the
Company.


ASTER GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Aster Group, Inc.
        1719-1727 Washington Avenue
        Philadephia, PA 19146

Bankruptcy Case No.: 09-13369

Chapter 11 Petition Date: May 5, 2009

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

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: 215-557-3551
                  Email: aciardi@ciardilaw.com

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

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

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

The petition was signed by Harry Falcone, president and secretary
of the Company.


ATLAS PIPELINE: Moody's Downgrades Default Rating to 'B3'
---------------------------------------------------------
Moody's Investors Service downgraded Atlas Pipeline Partners,
L.P.'s Corporate Family Rating and Probability of Default Rating
to B3 from B1, its Secured Bank Facility and Secured Term Loan to
B1 from Ba2, and its Unsecured Senior Note Rating to Caa2 (LGD 5,
84%) from B3 (LGD 5, 82%).  This concludes the rating review begun
on March 16, 2009 reflecting weak operating performance and
constrained liquidity.  The rating outlook is negative.

The downgrade reflects the ongoing weak operating performance,
weak commodity prices, and difficult business environment.
Additionally, the downgrade reflects Atlas' limited availability
under its $380 million revolver, with approximately $324 million
outstanding.  Due to covenant restrictions, asset sales proceeds
will be used primarily to reduce its $700 million term loan, with
approximately $50 million used to increase liquidity.  Moody's
anticipates that Atlas will have covenant compliance issues and
will need covenant relief for ongoing liquidity.

Atlas' B3 CFR rating also reflects the considerable amount of cash
raised through asset sales that will be used to repay debt and to
reposition the company for the weak business environment.
However, Atlas sold more stable fee-based pipeline assets leaving
it more exposed to volume and commodity price risk in its primary
gathering and processing activities.  Prior to the Noark asset
sale, approximately 20% of Atlas' gross margin was priced under
fixed fee contracts, primarily the fees it earns for gathering and
on NOARK; approximately 50% of Atlas' gross margin was priced
under percentage of proceeds contracts; and approximately 30% of
Atlas' gross margin was priced under keep-whole contracts (with
some fee business), primarily volumes processed at its existing
Elk City/Sweetwater system and Chaney Dell system.

The negative outlook anticipates continued sector weakness as the
company navigates through a difficult business environment.
Moody's is concerned that Atlas' market position and tight
liquidity makes it vulnerable to unanticipated events that could
result in further declines in earnings and liquidity.

The last rating action on Atlas was on March 16, 2009, at which
time the company's B1 Corporate Family Rating and Probability of
Default Rating, its Ba2 Secured Bank Facility Rating and Secured
Term Loan Rating, and B3 unsecured rating were placed under review
for downgrade.

Atlas Pipeline Partners, L.P. is a publicly traded master limited
partnership engaged primarily in the gathering, processing, and
transportation segments of the midstream natural gas industry.


BANK OF AMERICA: Stress Test Shows $35-Bil. Capital Deficit
-----------------------------------------------------------
Regulators have told Bank of America Corp. that it must take steps
to address a roughly $35 billion capital shortfall based on
results of the government's stress tests, Dan Fitzpatrick and
Damian Paletta at The Wall Street Journal report, citing people
familiar with the matter.

According to WSJ, regulators started notifying 19 financial
companies subjected to the government tests of the results on
Tuesday, and an official announcement is expected on Thursday.

WSJ notes that the amount of capital BofA needs could exceed what
it can raise through the sale of assets or more shares to the
public.  WSJ states that BofA may have to convert the government's
preferred shares into common stock, which would then increase the
bank's capital to the level mandated by regulators, but could also
make the U.S. government one of its largest shareholders.  WSJ
says that the value of the stock held by existing shareholders
likely would be sharply diluted.

BofA executives, according to WSJ, objected to preliminary
findings of the tests, in which the bank was told that it may need
to raise more capital.

WSJ states that BofA CEO Ken Lewis insisted in March and April
that BofA didn't need any more capital, but last week Mr. Lewis
said, "We think we're fine, but it's now out of our hands."

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

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

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

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


BAYOU GROUP: Ch. 11 Trustee Isn't Required to Replace Receiver
--------------------------------------------------------------
With Ponzi schemes being discovered frequently, a decision last
week from the U.S. Court of Appeals in New York is important for
ruling that a Chapter 11 trustee isn't automatically required when
a receiver was appointed before bankruptcy, Bill Rochelle at
Bloomberg News said.

In the case Adams v. Marwil (In re Bayou Group LLC), No. 07-1508,
before the Second Circuit Court of Appeals (Manhattan), the U.S.
Trustee unsuccessfully argued that the receiver appointed before
bankruptcy was automatically ousted on the filing under Chapter
11.

Bayou Group LLC owned hedge funds that turned out to be a Ponzi
scheme.  The Second Circuit Court of Appeals reasoned that there
was no management void, and thus no need for a Chapter 11 trustee,
because the receiver had been given management powers in addition
to custody of the assets, Mr. Rochelle said.

The Appeals Court, the report adds, also said there were no
allegations that the receiver himself was incompetent or guilty of
fraud.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The Company and its affiliates were sent to Chapter
11 on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-22306) to
pursue recoveries for the benefit of defrauded investors.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.


BERNARD L MADOFF: Picard Wants Ch. 7 Case Combined With SIPA Case
-----------------------------------------------------------------
Irving H. Picard, trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC under the Securities Investor Protection
Corporation Act, 15 U.S.C. Sec. 78aaa et seq., and the Securities
Investor Protection Corporation jointly ask the U.S. Bankruptcy
Court for the Southern District of New York to enter an order,
pursuant to 11 U.S.C. Section 105(a), substantively consolidating
the Chapter 7 estate of Bernard L. Madoff into the SIPA proceeding
of BLMIS.

Counsel for BLMIS, David J. Sheehan, Esq., at Baker & Hostetler
LLP, in New York, said, "For decades, [BLMIS] was Bernie Madoff
and Bernie Madoff was BLMIS, each the alter ego of the other.
This entanglement permitted Madoff, at his whim and desire, to
engage in innumerable financial transactions wherein he
essentially used BLMIS as his personal "piggy bank," having BLMIS
pay for his lavish lifestyle and that of his family.  Madoff used
BLMIS to siphon funds which were, in reality, other people's
money, for his personal use and the benefit of his inner circle.
Plain and simple, he stole it."

"As is now widely known, BLMIS received billions of dollars from
customers on the pretense that it would invest those funds and
generate significant and steady returns as a result of Madoff's
particular investment strategy.  In fact, none of that happened.
Masking the fact that no securities were purchased for customers
and thus no profits were ever generated, BLMIS, at Madoff's
instruction, manufactured account statements that reflected the
customers' deposits and withdrawals and showed the significant
returns that were inexplicably guaranteed with an investment
account at BLMIS.  Whenever customers needed to redeem their
investments, BLMIS paid them promptly as though their investments
and cash were secure.  In reality, Madoff simply stole other
customers' money and gave it to the particular customers redeeming
at that moment.  Viewed another way, the funds entrusted by
customers were utilized by Madoff to lull all of BLMIS's customers
into the false belief that Madoff's phony scheme was indeed
operating to their benefit. The grist of the BLMIS mill was
customer property, the essence of a Ponzi scheme."

"Thus, whenever BLMIS paid its employees, paid redemptions to
customers, paid for Madoff's yachts, homes and family enterprises,
it did so with the customer property entrusted to Madoff to invest
through the investment advisory business of BLMIS.  As will be
demonstrated, Madoff simply viewed that customer property as his
own to do with as he pleased and maintained no distinction between
BLMIS and himself. By way of example, Madoff loaned his
brother, Peter Madoff, $9 million, and funded this loan
exclusively from BLMIS.  As we now know, the reality of this
transaction is that Peter Madoff received $9 million of customer
property.  In exchange, Peter Madoff made a note payable to Madoff
individually, and not BLMIS.  Rather than promise to pay back
BLMIS, Peter Madoff promised to pay the thief, Bernie Madoff."

Mr. Sheehan asserts that consolidating the two proceedings is
warranted on these grounds:

    -- It is virtually impossible to separate Madoff's affairs
       from those of BLMIS.  The economic entwinement of Madoff
       and BLMIS is so complete and thorough that it is impossible
       to unravel.

    -- Having two parallel proceedings will only result in wasted
       efforts and additional administrative expense, all to the
       detriment of those whom Madoff and BLMIS jointly
       victimized. Consolidating the two proceedings, however,
       will promote economy and efficiency.

    -- Because there is a total overlap between those who possess
       fraud claims against Madoff and those who invested with
       BLMIS, consolidation will not result in any prejudice to
       any investor.

    -- The largest claim in the Chapter 7 case is held by the
       Trustee, whether on behalf of the estate of BLMIS or on
       behalf of BLMIS customers, who have and will assign their
       claims, at least in part, to the Trustee.  Having two
       trustees each doing essentially the same things to
       investigate the fraud, recover assets, and distribute them
       pursuant to two different distribution schemes to investors
       make little sense.

    -- Unlike a Chapter 7 trustee who is paid out of the proceeds
       of the liquidation -- thereby reducing the amount available
       to pay creditors by the amount of his fees and commissions
       and the fees of any attorneys, financial advisors and other
       professionals he retains -- all such expenses are funded
       by SIPC (to the extent the general estate is insufficient)
       in the SIPA proceeding.  Accordingly, the gross amount
       obtained by the Trustee will be available to repay those
       defrauded by BLMIS and Madoff.  Consolidation of the Madoff
       estate into the SIPA proceeding of BLMIS is necessary to
       ensure that the maximum possible recovery is realized for
       those who suffered losses because of Madoff's admitted
       fraud.

A hearing on the proposal is on May 21.  Objections are due May
14.

                  About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Used Ponzi Funds for Family Expenses
-------------------------------------------------------
Bernard Madoff used Ponzi funds from Bernard L. Madoff Investment
Securities LLC to benefit family members, Amir Efrati at The Wall
Street Journal reports, citing prosecutors.

According to court documents, Mr. Madoff used Ponzi funds to:

     -- lend millions to his brother and son,
     -- support his relatives' business ventures, and
     -- pay corporate card bills of his daughter in law, sister in
        law, and the captain of his boat.

Irving Picard, the court-appointed trustee of the Madoff firm,
said in court documents, alleged that:

     -- Mr. Madoff placed his boat captain, his maid, and his
        house-sitter in Florida on the Madoff firm's payroll;

     -- Mr. Madoff used the Madoff firm to pay hundreds of
        thousands of dollars for country club memberships for
        himself, his wife, and one of his sons;

     -- the Madoff firm provided corporate cards to his son's wife
        and brother's wife, even though they didn't work at the
        firm;

     -- Mr. Madoff used a firm account to lend $9 million to his
        brother, the firm's chief compliance officer, in 2007;

     -- the Madoff firm also gave money to two entities owned by
        the Madoff family members, including $1.7 million in
        capital contributions to Madoff Energy Holdings LLC, owned
        by Andrew, Mark, and Shana Madoff;

     -- the Madoff firm paid out about $4.5 million to support
        Ruth Madoff's real-estate-related investments;

     -- more than $11.5 million was used to buy two yachts for the
        Madoff family; and

     -- other funds appear to have been used by Andrew Madoff to
        purchase an apartment.

The prosecutors said that they will try to confiscate millions of
dollars of assets from Mr. Madoff's wife Ruth and $32 million of
loans Mr. Madoff made to his sons Andrew and Mark, WSJ states.

Mr. Picard said in court documents that he is entitled under the
U.S. bankruptcy code to seek the return of any customer money
doled out by Mr. Madoff, including payments to family members.
According to court documents, Mr. Picard is seeking billions of
dollars from feeder funds, the investment firms that channeled
client money to Mr. Madoff.

Mr. Picard, court documents say, is trying to convince the court
to consolidate court proceedings involving the liquidation of the
Madoff firm and Mr. Madoff's involuntary personal-bankruptcy case.
WSJ states that Mr. Picard wants to show that "it was virtually
impossible to separate Madoff's affairs from those of" his firm.

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

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


BERNARD L. MADOFF: Protecting Others Involved in Ponzi Scheme
-------------------------------------------------------------
The Associated Press reports that Eleanor Squillari, Bernard
Madoff's secretary for more than 20 years, said that she believes
that Mr. Madoff isn't cooperating with authorities to protect
others.

Ms. Squillari said in NBC's "Today" that she thinks her former
boss carefully orchestrated his arrest and that he is protecting
others who might have been involved in his Ponzi scheme by not
cooperating with investigators, The AP relates.  According to The
AP, Ms. Squillari spent two months helping the Federal Bureau of
Investigation gather evidence against Mr. Madoff.

The AP says that Ms. Squillari disclosed a conversation she had
with Mr. Madoff years ago, after a client's secretary had been
arrested for embezzlement.  According to the report, Ms. Squillari
Ms. Squillari testified that Mr. Madoff said,
"You know, [he] has to take some responsibility for this.  He
should have been keeping an eye on his personal finances.  That's
why I've always had Ruth watching the books.  Nothing gets by
Ruth."

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.


C & J LAND: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: C & J Land & Cattle, Inc.
                c/o Joseph Abraham
                625 South 6th Street
                Las Vegas, NV 89101

Case Number: 09-33048

Involuntary Petition Date: May 4, 2009

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Petitioner's Counsel: John C. Hampton, Esq.
                      17918 Western Pass
                      Houston, TX 77095
                      Tel: (281) 386-9959
                      Fax: (281) 858-6781

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Barbara Mora                   investment           $322,073
1165 Washington Ave.
Winter Park, FL 32789

Meredith Neill                 investment           $322,073
1165 Washington Ave.
Winter Park, FL 32789

Lisa Quinn                     investment           $322,073
9007 Alice Ridge
Gothan, FL 34734


CARLEE MARK CHASTAIN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors:  Carlee Mark Chastain
                  aka C Mark Chastain
                  dba Chastain Builders
               Nikki Ruth Chastain
                  aka Nikki Johnson Chastain
               310 Shackleburg Road
               Anderson, SC 29621

Bankruptcy Case No.: 09-03468

Chapter 11 Petition Date: May 5, 2009

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

Judge: Chief Judge John E. Waites

Debtors' Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road
                  Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911
                  Email: bknotice@thecooperlawfirm.com

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

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

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

     http://bankrupt.com/misc/scb09-03468.pdf

The petition was signed by the Joint Debtors.


CELSIUS HOLDINGS: Seeks Funding, Raises Going Concern Doubt
-----------------------------------------------------------
Celsius Holdings, Inc., said it has suffered losses from
operations that raise substantial doubt about its ability to
continue as a going concern.  The Company said its management is
currently seeking new capital or debt financing to provide funds
needed to increase liquidity, fund growth, and implement its
business plan.  However, no assurances can be given that the
Company will be able to raise any additional funds.  If not
successful in obtaining financing, the Company will have to
substantially diminish or cease its operations.

Celsius Holdings posted a net loss of $1,177,930 for the three
months ended March 31, 2009, compared to a net loss of $1,181,844
for the three months ended March 31, 2008.  The Company had
$4.04 million in total assets on $3.15 million in total debts as
of March 31, 2009.

Celsius Holdings has recorded net losses every quarter of
operation.  Celsius Holdings had an accumulated deficit of
$12.6 million as of March 31, 2009.

Celsius Holdings, Inc., operates in United States through its
wholly owned subsidiaries, Celsius Inc., which acquired the
operating business of Elite FX, Inc., through a reverse merger on
January 26, 2007, and Celsius Netshipments, Inc.  Celsius Inc.
develops and markets healthier beverages in the functional
beverage category of the beverage industry.  Celsius was Elite's
first commercially available product.  Celsius is a beverage that
burns calories.  Celsius Netshipments distributes the Celsius
beverage via the Internet.

Prior to the January 2007 merger, the Company was in the
exploration stage with its activities limited to capital
formation, organization, development of its business plan and
acquisition of mining claims.


CENTRAL ILLINOIS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Central Illinois Energy Cooperative
                P.O. Box 111
                Canton, IL 61520

Case Number: 09-81409

Involuntary Petition Date: May 1, 2009

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Petitioner's Counsel: Douglas S. Slayton, Esq.
                      dslayton@hwsenergy.com
                      2805 Research Road, Suite 101
                      Champaign, IL 61822
                      Tel: (217) 356-3749

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
HWS Energy Partners, L.L.C.    judgment &           $60,900,000
2805 Research Road, Suite 101  distribution
Champaign, IL 61822            gauranty
Tel: (217) 356-3749


CHARTER COMMUNICATIONS: Court Approves Disclosure Statement
-----------------------------------------------------------
Charter Communications, Inc. and its subsidiaries said the United
States Bankruptcy Court for the Southern District of New York
approved the Disclosure Statement filed in connection with the
Company's proposed pre-arranged Joint Plan of Reorganization and
authorized Charter to begin soliciting votes on the Pre-Arranged
Plan.

At Charter's confirmation hearing, the Court will consider
approval of the Pre-Arranged Plan, including the reinstatement of
the debt of CCO Holdings, LLC and Charter Communications
Operating, LLC, both subsidiaries of Charter.

Charter will soon begin the process of soliciting votes for the
Pre-Arranged Plan from eligible stakeholders.  The Court has set
the voting deadline for June 15, 2009, for eligible stakeholders.
Additionally, the Court scheduled the hearing to consider
confirmation of the Pre-Arranged Plan for July 20, 2009.

On March 27, 2009, Charter filed its Pre-Arranged Plan and Chapter
11 petitions in the United States Bankruptcy Court for the
Southern District of New York to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

Charter's Pre-Arranged Plan is supported by Paul G. Allen and his
affiliates, as well as by holders of approximately 73% in
principal amount of the 11.00% Senior Secured Notes due 2015 of
CCH I, LLC and approximately 52% in principal amount of the 10.25%
Senior Notes due 2010 and 2013 of CCH II, LLC.

"We are pleased to have reached this important milestone in our
financial restructuring, and now with the Court's authorization,
we can begin the solicitation of stakeholder votes on our Pre-
Arranged Plan," said Neil Smit, President and Chief Executive
Officer. "Charter continues to remain focused on offering our
customers the latest products and reliable services, including
cable, Internet and phone service. We are moving forward on our
financial restructuring as planned and expect to emerge as a
stronger company."

                   About Charter Communications

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

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

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

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

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


CHESAPEAKE CORP: Completes $485 Mil. Asset Sale to Investor Group
-----------------------------------------------------------------
Chesapeake Corporation has completed the sale of all the assets of
its operating business to a group of investors including units of
Irving Place Capital Management and Oaktree Capital Management,
according to BankruptcyData.com.

The Debtor, the report says, sold itself for about $485 million
and is now know as Canal Corporation.

Chesapeake on March 23 announced that the U.S. Bankruptcy Court
for the Eastern District of Virginia in Richmond entered an order
approving the sale of its operating businesses to a group of
investors, including affiliates of Irving and Oaktree.

                   About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com/-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Company
has 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owned 7.98% of
the Company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owned 13.5% of the company as of Sept. 19, 2008.

The New York Stock Exchange suspended the listing of the Company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the Company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

Chesapeake Corporation, and 18 affiliates filed Chapter 11
petitions (Bankr. E.D. Virginia, Lead Case No. 08-336642) on
Dec. 29, 2008.  Chesapeake has tapped Alvarez and Marsal North
America LLC, and Goldman Sachs & Co. as financial advisors.
It also brought along Tavenner & Beran PLC as conflicts counsel
and Hammonds LLP as special counsel.  Its claims agent is Kurtzman
Carson Consultants LLC.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

As of September 30, 2008, Chesapeake's consolidated balance sheets
showed $936.4 million in total assets, including $340.7 million in
current assets; and $937.1 million in total liabilities, including
$469.2 million in current liabilities, resulting in $500,000 in
stockholders' deficit.


CHRYSLER LLC: U.S. Trustee Names 11-Member Creditors Committee
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
under Section 1102(a) and (b) of the Bankruptcy Code 11 unsecured
creditors who are willing to serve to the Official Committee of
Unsecured Creditors of Chrysler LLC and affiliated debtors-in-
possession:

   1. Pension Benefit Guaranty Corporation
      1200 K Street NW
      Washington, DC 20005-4026
      ATTN: Dana Cann
      Telephone No. (202) 326-4070 x3810
      Fax No. (202) 326-4112

   2. International Union, United Automobile, Aerospace
        & Agricultural Implement Workers of America
      800 East Jefferson Avenue
      Detroit, MI 48214
      ATTN: Niraj R. Ganatra, Esq.
      Telephone No. (313) 926-5216
      Fax No. (313) 926-5240

   3. Continental Automotive Systems, Inc.
      21440 West Lake Cook Road
      Deer Park, IL 60010
      ATTN: Bob Patton, Esq.
      Telephone No. (847) 862-1254
      Fax No. (847) 862-8106

   4. Cummins, Inc.
      500 Jackson Street, M/C 60319
      Columbus, IN 47201
      ATTN: Tracy A. Embree
      Telephone No. (812) 377-1766
      Fax No. (812) 377-9713

   5. Ohio Module Manufacturing Co., LLC
      3900 Sticknoy Avenue
      Toledo, OH 43608
      ATTN: Hak Park
      Telephone No. (419) 729-6704
      Fax No. (419) 729-6751

   6. Magna International, Inc.
      337 Magna Drive
      Aurora, Ontario
      CANADA L4G 7K1
      ATTN: Jeffrey O. Palmer
      Telephone No. (905) 726-2462
      Fax No. (905) 726-7172

   7. Zanetti Chrysler Jeep Dodge
      4700 Boston Road
      Bronx, NY 10466
      ATTN: Richard Zanetti
      Telephone No. (718) 547-5500
      Fax No. (718) 881-3018

   8. DARCARS Imports, Inc.
      2509 Prosperity Terrace
      Silver Spring, MD 20904
      ATTN: Tamara Darvish, President
      Telephone No. (202) 374-8321
      Fax No. (301) 622-4915

   9. AutoNation, Inc.
      110 S.E. 6th Street
      Fort Lauderdale, FL 33301
      ATTN: C. Coleman Edmunds, Esq.
      Telephone No. (954) 769-2039
      Fax No. (954) 769-6527

  10. Desiree Sanchez
      c/o Schader Harrison Segal & Lewis, LLP
      1600 Market Street, Suite 3600
      Philadelphia, PA 19103
      ATTN: Barry E. Bressler, Esq.
      Telephone No. (215) 751-2050
      Fax No. (215) 751-2205

  11. Patricia Pascale
      c/o Brayton Purcell LLP
      222 Rush Landing Rd.
      Novato, CA 94948
      ATTN: Alan R. Brayton, Esq.
      Telephone No. (415) 898-1555
      Fax No. (415) 898-1247

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: Hedge Funds Named; Fiat Deal Has Legal Questions
--------------------------------------------------------------
As widely reported, U.S. President Barack Obama called certain
holders of Chrysler LLC's first lien debt as "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 an out-of-court alliance with Fiat.

White & Case LLP, counsel for these dissident lenders, asked the
U.S. Bankruptcy Court for the Southern District of New York to
allow it to withhold the identities of its clients from the
public.  Under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, lawyers are required to disclose the names of their
clients when they appear in bankruptcy cases.

The non-TARP lenders, constituting debt holders who didn't receive
funding in the Troubled Assets Relief Program, wanted relief from
that requirement, citing dozens of death threats after they have
been chastised by President Obama.  The non-TARP lenders' lawyer
has also claimed that public opinion has been inflamed against his
clients by Michigan Governor Jennifer Granholm, who said those
objecting to the Chrysler reorganization were "a few greedy hedge
funds," Bloomberg's Bill Rochelle said.

Judge Arthur Gonzalez, however, denied the group's request to
reveal its members' identities only to the bankruptcy court.
Judge Gonzalez said the lenders have no evidence that keeping
their identities private would help protect them, Bloomberg
reported.

As a result, when White & Case filed its verified statement under
FRBP Rule 2019, its list of clients was not redacted, as earlier
proposed.  Its clients are:

    Schultze Master Fund Ltd.
    3000 Westchester Avenue, Ste. 204
    Purchase, NY 10577

    Arrow Distressed Securities Fund
    3000 Westchester Avenue, Ste. 204
    Purchase, NY 10577

    Schultze Apex Master Fund 3000
    Westchester Avenue, Ste. 204
    Purchase, NY 10577

    Stairway Capital Management II, L.P.
    519 RXR Plaza
    Uniondale, NY 11556

    Group G Partners LP
    800 Third Avenue, 23rd Floor
    New York, NY 10022

    GGCP Sequoia L.P.
    800 Third Avenue, 23rd Floor
    New York, NY 10022

    Oppenheimer Senior Floating Rate Fund
    Two World Financial Center
    225 Liberty Street
    New York, NY 10281

    Oppenheimer Master Loan Fund LLC
    Two World Financial Center
    225 Liberty Street
    New York, NY 10281

    Foxhill Opportunity Master Fund, LP
    502 Carnegie Center
    Princeton, NJ 08540

According to Bloomberg, Judge Gonzalez said criticism is inherent
in any bankruptcy, and President Obama shouldn't be singled out as
an exceptional party given the government's involvement with
Chrysler.

Robert W. Hamilton, Esq., a lawyer for Chrysler, said that the
threats couldn't be taken seriously, as they were postings on an
Internet message board affiliated with the Washington Post.
"Anyone with a passing familiarity with the hyperbolic rants on
such boards on the Internet would not take such comments
seriously."

                 Some Hedge Funds Have Backed Out

According to the Rule 2019 disclosure, "White & Case has
represented, at various times prior to today, other Senior Lenders
who have elected for various reasons to withdraw from the Chrysler
Non-TARP Lenders, and is aware of other Senior Lenders who have
not consented to the current proposal made by the Debtors to the
Senior Lenders but who have declined to join the Chrysler Non-
TARP Lenders, as a consequence of concerns stemming from publicity
of these chapter 11 cases."

A decreasing number of creditors remain willing to ask this Court
for fair treatment under the law, said Gerard H. Uzzi, Esq., at
White & Case.  "The pressure on the Chrysler Non-TARP Lenders
grows by the hour.  For this reason, a number of lenders have
sought representation in this case, but only on the condition that
their identity not be disclosed publicly," the lawyer said in a
motion seeking to redact the Rule 2019 disclosure.

The Non-TARP lenders aver the that, as of May 5, 2009, they
collectively are the beneficial owner of, or the holder or manager
of, various accounts with investment authority, contractual
authority or voting authority for more than $295,000,000 principal
amount of the senior secured first lien debt.  The first lien debt
incurred by Chrysler aggregate $6.9 billion.

Each of the Chrysler Non-TARP Lenders will lose money for their
investors based on the current proposal made by the Debtors to the
Senior Lenders, Gerard H. Uzzi, Esq., at White & Case, said.  None
of the Chrysler Non-TARP Lenders hold any credit default swaps or
hedges with respect to their holdings of senior debt.

The first-lien lenders also denied that they have refused to any
concessions pre-bankruptcy.  They said they offered a compromise
where they would be willing to accept 60% of the $6.9 billion
rather than the 29 percent, or $2 billion, offered by the
government.

White & Case may be contacted at:

    WHITE & CASE LLP
    1155 Avenue of the Americas
    New York, New York 10036-2787
    Telephone: (212) 819-8200
    Facsimile: (212) 354-8113

                 Legality of Fiat Deal Questioned

According to Mr. Uzzi, on April 30, the first time a U.S.
President made a national address announcing a Chapter 11 filing,
President Obama singled out creditors who did not agree to the
government's intentions regarding Chrysler, which includes paying
billions of dollars to unsecured creditors while paying first-lien
secured creditors less than thirty cents on the dollar.

The President publicly chastised these secured creditors for
having the temerity to enforce their constitutional rights in this
court of law, branding them as "speculators," making clear that "I
don't stand with them."  Mr. Uzzi asserts that the President's
remarks announcing the bankruptcy filing are merely "the most
public in a series of steps undertaken by the current
administration to subvert the rule of law by forcing Chrysler
stakeholders to agree to a sub rosa plan of reorganization which
wholly ignores time honored bankruptcy principles."

Ann Woolner, in a commentary at Bloomberg, said that the Fiat-
Chrysler deal may be good for the economy, but the Chrysler deal
with Fiat, which is to be accomplished under Section 363 of the
Bankruptcy Code, is not "legal."

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.

Under Chrysler's bankruptcy package, secured lenders holding $6.9
billion will only recover 30%.  Some unsecured creditors, which
are of lower rank to the secured lenders, however, will receive
payments in the U.S. government and Fiat-backed plan for Chrysler.

The plan "would bulldoze well-established rights of secured
creditors, property rights the U.S. Constitution guarantees,"
Ms. Woolner says.  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 claimants 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.

According to Ms. Woolner, a Sec. 363 sale is perfectly legal when
a sound business reason demands it and when it isn't
reorganization in disguise.  But she says that the transaction
appears to be aimed at resolving creditors claims and may be sub
rosa plan of reorganization, a secret reordering dressed up to
look like a sale, which is forbid by bankruptcy law.

Regardless if the Chrysler-Fiat transaction doesn't appear to be a
true sale or whether it appears to favor junior creditors over
senior creditors, the bankruptcy judge may still end up approving
the deal, Ms. Woolner says.

"There's an enormous momentum in favor of the government
plan," Ms. Woolner quoted Jay Westbrook, who teaches bankruptcy
law at the University of Texas, as saying.


In response to questions of whether the "absolute priority rule"
will kill the sale, Jim McCafferty, in an article, points to
Chrysler's opening memorandum which focused on the US Supreme
Court's classic pronouncement in NLRB v. Bildisco & Bildisco, 465
U.S. 513, 528 (1984), where the Court stated that the "fundamental
purpose of reorganization is to prevent the debtor from going into
liquidation, with an attendant loss of jobs and possible misuse of
economic resources."  This principle, Chrysler argues, is
paramount and (quoting NY's judicial patriarch, Bankruptcy Judge
Lifland, in the old Eastern Airlines case) "all other bankruptcy
policies are subordinated" to it.

Mr. McCafferty, on the other hand, says that a Supreme Court
pronouncement that would favor the Non-Tarp lenders is Raleigh v.
Ill. Dep't of Rev., 530 U.S. 15, 24-25 (2000) (argued in victory
by now Chicago Bankruptcy Judge Ben Goldgar), where the Court
stated:

   Bankruptcy courts are not authorized in the name of equity to
   make wholesale substitution of underlying law controlling the
   validity of creditors' entitlements, but are limited to what
   the Bankruptcy Code itself provides.

                                                     About
Chrysler LLC

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: Court Approves Fiat-Led Auction for Business
----------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the proposed sale process
for Chrysler LLC's operating assets.

Under the Court-approved process, Chrysler would transfer its
assets to a new company in which Italy's Fiat SpA would initially
hold a 20% stake, absent higher and better bids at an auction on
May 27.  Bids will be due May 20.  Chrysler will return to the
Court to seek approval of the results of the auction at a hearing
also on May 27.

Judge Gonzalez, according to Bloomberg, also approved a
$35 million breakup fee for Fiat if it's outbid at the auction.
Chrysler's financial adviser, Greenhill & Co., said the Fiat offer
was fair and the only deal available to Chrysler.

Judge Gonzalez concluded the hearing on 11 p.m. on May 5,
overruling objections by a dissident group of first-lien lenders.
The group has been blamed by President Barack Obama for Chrysler's
bankruptcy filing after they refused to support an out-of-court
restructuring plan backed by Fiat and the U.S. and Canadian
government.

Judge Gonzalez denied the request of the "non-TARP lenders" who
constitute a minority of the first-lien lenders -- majority of the
first lien-lenders support the Fiat transaction -- to withhold
their identities from the public.  Under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, lawyers firms disclose the name of
their clients when they appear in bankruptcy cases.  The non-TARP
lenders, constituting debt holders who didn't receive funding in
the Troubled Assets Relief Program, wanted relief from that
requirement, citing dozens of death threats after they have been
chastised by President Obama.  The non-TARP lenders' lawyer has
also claimed that public opinion has been inflamed against his
clients by Michigan Governor Jennifer Granholm, who said those
objecting to the Chrysler reorganization were "a few greedy hedge
funds."

The objecting lenders also previously filed more papers protesting
procedures in which other bids would be due May 15 in advance of a
May 21 hearing for approval of the sale.  The Company agreed to
move the schedule back nearly a week at the request of the newly-
appointed creditors' committee.  Under the Court-approved
procedures, competing bids will be due May 20.

The objectors argued that the proposed sale rules "in effect
preclude anyone but the government from bidding." The lenders
objected to the auction rules that require that bids not be
conditioned on the ability to raise financing or to investigate
Chrysler's financial condition.

The creditors also took issue with requirements that competing
bids must agree to union labor contracts "without any showing that
such agreements benefit the estate." In addition, they didn't
believe other bidders should be compelled to "assume billions in
liabilities held by certain favored unsecured creditors."

                        About Chrysler LLC

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 to Pay Prepetition Suppliers Claims
----------------------------------------------------------
Chrysler LLC and its affiliates filed for Chapter 11 protection to
implement a prompt sale to preserve the going concern value of
their businesses, return their businesses to viability under new
ownership, and save hundreds of thousands of jobs.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, notes that the Debtors cannot implement a Sale
Transaction without the continuing support of their broad vendor
constituency.  The Debtors' relationship with its suppliers is
interdependent because the Debtors' suppliers, many of whom are
struggling to withstand the same economic pressures that have
precipitated the filing of the Chapter 11 cases, depend on the
Debtors' business for their survival.

By this motion, the Debtors seek the Court's approval to:

  -- pay in the ordinary course of their businesses, certain
     prepetition nonpriority claims of certain parties who
     supply goods or services critical to the going concern
     value of their businesses or the consummation of the sale
     of substantially all of Chrysler's assets to New Chrysler;

  -- in their sole discretion, pay claims for the value of goods
     received in the ordinary course of their businesses during
     the 20-day period before the Petition Date, which claims
     are entitled to administrative expense priority under
     Section 503(b)(9) of the Bankruptcy Code;

  -- continue their troubled supplier program;

  -- in their sole discretion, pay certain prepetition unsecured
     nonpriority claims of certain troubled suppliers;

  -- implement procedures to address those vendors who repudiate
     and refuse to honor their postpetition contractual
     obligations to the Debtors; and

  -- continue their participation in the Auto Supplier Support
     Program established by the U.S. Treasury to the extent the
     Program remains in place after the Petition Date.

Ms. Ball notes that without the relief sought by the Debtors, many
suppliers may simply lack the financial wherewithal to continue in
operation after a precipitous and unplanned period of nonpayment,
particularly in light of the extraordinary economic pressures
facing the automotive sector.

Ms. Ball contends that approval of the Debtors' request allows the
Debtors to (i) forestall the potential financial collapse of the
supply base upon which the success of the Sale Transaction
ultimately depends, and (ii) ensure that, after the Petition Date,
their operating parts depots continue to receive an uninterrupted
flow of service parts necessary to repair and maintain consumer
vehicles on an ongoing basis.

The Essential Suppliers the Debtors seek authority to pay fall
into two main categories:

  (a) Direct Production Part Suppliers -- who supply tires,
      bumpers, lighting equipment, axles, drive shafts, braking
      systems, engines, seats, windows and electronics.  The
      Debtors note that they purchased nearly $25.9 billion in
      production parts from their domestic Direct Production
      Part Suppliers in 2008 and as of the Petition Date, the
      aggregate amount of prepetition claims held by Direct
      Production Part Suppliers is approximately $1.71 billion.
      In addition to the Local Direct Suppliers, the Debtors
      also have Direct Suppliers in China, Korea, India,
      Southeast Asia, Latin America and Central Europe; and

  (b) Indirect Suppliers -- who provide the Debtors with
      services and goods like perishable tools, maintenance
      materials like lubricants and gasoline required to power,
      utilize and maintain the Debtors' equipment and machinery,
      maintenance and repair services, services related to the
      Debtors' engineering and research and development efforts.

The Debtors propose that each recipient of a payment of an
Essential Supplier Claim be required, without interruption and
through the end of any applicable vehicle's program life, to the
extent applicable, to:

  (a) continue (i) its existing business relationship with the
      Debtors pending the closing of thee Sale Transaction and,
      after a closing, with a purchaser on the terms as are
      acceptable to the Debtors in their business judgment, and
      (ii) extending normalized trade credit to the Debtors
      pending the closing of the Sale Transaction and, after a
      closing, to the purchaser and providing other business
      terms on a prospective basis, including with respect to
      any applicable credit limits, the pricing of goods and
      services and the provision of equivalent levels of
      service, all on terms at least as favorable as those
      extended to the Debtors prepetition or on other terms that
      are acceptable to the Debtors in their business judgment;

  (b) agree (i) that the Debtors' standard terms and conditions
      continue to govern the Essential Supplier's commercial
      relationship with the Debtors pending the closing of the
      Sale Transaction and will govern the Essential Supplier's
      commercial relationship with the Purchaser after a
      closing, (ii) to release to the Debtors or the Purchaser
      as requested goods or other assets of the Debtors in the
      Essential Supplier's possession, and confirm that the
      supplier has no lien on any production tooling based upon
      the Debtors' nonpayment of prepetition claims, and (iii)
       agree not to contest the assumption of any purchase order
      issued by the Debtors to an Essential Supplier on the
      grounds that a purchase order is not an executory contract
      or on any other grounds

If an Essential Supplier accepts an Essential Supplier Payment and
fails to provide the requisite Trade Terms, then:

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

  (b) upon recovery of any Essential Supplier Payment, the
      corresponding prepetition claim of the Essential Supplier
      will be reinstated in the amount recovered by the Debtors.

                Troubled Supplier Program

In light of the substantial financial difficulties faced by the
entire automotive industry, Ms. Ball relates that the Debtors have
dealt with the financial distress of a substantial number of their
suppliers in the ordinary course of the Debtors' businesses.  She
tells the Court that in the automotive industry, when a supplier
faces financial distress, one common outcome is the negotiation
of, and entry into, an agreement or agreements between the
troubled supplier and its customers designed to alleviate that
distress.  She says that the Debtors have negotiated and entered
into more than 20 Accommodation Agreements in the past two years,
and continue to have various obligations outstanding under those
agreements.

Against this backdrop, the Debtors also ask the Court's approval
to continue their Troubled Supplier Program, including negotiating
and entering into new Accommodation Agreements with troubled
suppliers that are Essential Suppliers.  The Debtors seek
authority, under existing and new Accommodation Agreements, to (a)
pay prepetition unsecured nonpriority claims and (b) extend
secured and unsecured financing to troubled suppliers, up to a
maximum aggregate amount of $550 million.

                 Auto Supplier Support Program

On March 30, 2009, President Obama announced the establishment of
the Supplier Support Program by the U.S. Treasury.  The Supplier
Support Program is intended to provide liquidity for certain
qualifying automotive suppliers and contemplates the guarantee, or
early payment, of qualified automotive receivables through an
original equipment manufacturer's establishment of a bankruptcy-
remote special purpose vehicle funded with loans from the U.S.
Treasury and capital contributions from the OEM.  This special
purpose vehicle purchases eligible automotive receivables from
tendering suppliers in exchange for a payment either immediately
or at maturity.

Ms. Ball relates that on April 2, 2009, to participate in the
Supplier Support Program, the Debtors formed nondebtor Chrysler
Receivables SPV LLC, to which entity the Debtors' suppliers could
sell their outstanding receivables.  In accordance with the
terms of the Supplier Support Program, the Debtors' contributed
$15 million in capital to the Receivables SPV on April 16, 2009,
and have contributed a total of $50 million as of the Petition
Date.  Although the Supplier Support Program may be terminated by
the U.S. Treasury as a result of the Debtors' Chapter 11 cases,
Ms. Ball says that the Debtors anticipate that the Supplier
Support Program will remain open for a period of time postpetition
pursuant to the terms of a forbearance agreement currently being
negotiated by the U.S. Treasury and the Receivables SPV.

Ms. Ball asserts that if the Supplier Support Program continues,
the Debtors will be obligated on a prospective basis to make
capital contributions to the Receivables SPV so that the aggregate
amount of all capital contributions made to the Receivables SPV
equal five percent of the sum of all loans outstanding under the
financing facility plus exposure for accounts receivable purchased
by the Receivables SPV but not yet paid for.

The availability of the Supplier Support Program and the ability
of the Debtors' suppliers to receive payment from the Receivables
SPV promises to mitigate the amounts that the Debtors might
otherwise have to pay to their suppliers by decreasing the cost to
the Debtors of retiring the receivables, Ms. Ball says.  She notes
that generally, the Debtors would have to fund approximately only
five percent of a receivable's discounted face value to have that
receivable retired and the corresponding supplier financially
supported.

The Debtors recognize that their participation in the Supplier
Support Program, and their capital contributions to the
Receivables SPV, may constitute the payment of prepetition claims.
The Debtors submit, however, that the benefits conferred on their
chapter 11 estates achieved through participation more than
justifies the required expenditure.

                    Non-TARP Lenders Object

Counsel for the Debtors' Non-TARP Lenders, Gerard H. Uzzi, Esq.,
at White & Case LLP, in New York, argues that there is no basis
for using estate assets to pay unsecured creditors while senior
secured creditors remain unpaid.

Mr. Uzzi asserts that the Debtors' request to pay prepetition
claims inverts the priorities established by the Bankruptcy Code
to support a misguided proposed sale transaction that produces a
greater recovery for unsecured creditors than for the creditors
with liens on substantially all of the Debtors? assets.

Mr. Uzzi contends that the Debtors' stated goal is to liquidate by
selling substantially all of their assets.  Accordingly, any
preserved "going concern value" will not benefit the Debtors'
estates.  Moreover, none of the preserved going concern value will
flow to the Senior Lenders but to the purchaser under the Proposed
Sale, as well as to select junior claimants who will receive
distributions in the form of assumption of liability in the
proposed sale and payment of prepetition claims pursuant to the
Debtors' requests to pay prepetition claims as part of the
transaction.

For these reasons, the Chrysler Non-TARP Lenders ask the Court to
deny the Debtors' request to pay prepetition suppliers' claims.

                        About Chrysler LLC

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: To Pay $277-Mil. to Shippers, Tooling Suppliers
-------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to issue an order authorizing
them to pay, in the ordinary course of businesses, the prepetition
secured claims of certain parties holding a potential lien on,
security interest in or other possessory rights to property of the
Debtors' estates.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, notes that the Debtors are pursuing the prompt
approval and consummation of the Fiat Transaction or a similar
going concern transaction with a competing bidder.  She further
notes that pending a sale, the Debtors intend to idle most
operations as they conserve their resources, while at the same
time ensuring that (a) the facilities are prepared to resume
normal production schedules in connection with the consummation of
a Sale Transaction and (b) consumers are not impacted by the
filing.  The Debtors anticipate that the purchased manufacturing
and assembly facilities will resume normal operations under
ownership of New Chrysler or other purchaser.

Before the Petition Date, and in the ordinary course of the
Debtors' businesses, certain parties with commercial relationships
with the Debtors had the ability to -- and did -- obtain liens on
and interests in property owned by the Debtors, including, in some
cases, a right to a lien by virtue of possession of the Debtors'
property under state law.  The Debtors believe that the failure to
pay the claims of the parties could have a negative impact on
their efforts to conduct operations at their parts depots,
maintain customer goodwill and complete a sale on an expedited
basis.

Ms. Ball contends that among other things, availability and timely
deliveries of parts are essential to the functioning of the
Debtors' parts depots that remain open to serve the needs of
dealers and consumers.  Delays in delivering parts to permit
customer's cars to be repaired, which could result from a shipper
or warehousemen refusing to deliver or relinquish goods, could
have a devastating impact on the Debtors' brands and, in turn,
going concern value.

Because the amount of many of the Lienholder Claims is less than
the value of any property securing those claims, it is likely that
many of the Lienholders are fully secured creditors, Ms. Ball
relates.  She adds that certain of the statutory liens held by
certain Lienholders may be superior to those of the Debtors'
prepetition secured lenders.

Under Section 506 of the Bankruptcy Code, fully secured creditors
are entitled to receive (a) payment in full of their prepetition
claims and (b) the postpetition interest accruing on claims up to
the value of the collateral.

Ms. Ball asserts that consequently, payment of the Lienholder
Claims now will:

  (a) in most cases give the Lienholders no more than they
      otherwise would be entitled to receive on account of their
      claims in the chapter 11 process; and

  (b) save the Debtors the cost of interest that otherwise may
      accrue on the Lienholder Claims.

In total, approximately $227 million in Lienholder Claims were
outstanding as of the Petition Date, Ms. Ball notes.

The Lienholders the Debtors seek authority to pay fall into five
main categories: (a) shippers; (b) warehousemen; (c) customs
brokers; (d) tooling suppliers; and (e) artisans and repairmen.

As of the Petition Date, the Shippers maintained possession of
approximately $510 million of the Debtors' raw materials and
component parts, some of which the Debtors need on a postpetition
basis or will be essential to prepare for the consummation of any
sale.

In recent years, the Debtors have also purchased from certain
suppliers approximately $900 million annually in machinery, jigs,
dies, gauges, molds, patterns, equipment, tooling and other
personal property dedicated and tailored to vehicle production
that will be located at the Tooling Supplier's facility.  In
connection with the preparation for the Sale Transaction and the
restarting of the Debtors' facilities, the Debtors require prompt
access to the Tooling.

The Debtors propose that each recipient of payment of a Lienholder
Claim be required, to the extent applicable, to:

  (a) continue its existing business relationship with the
      Debtors on terms acceptable to the Debtors in their
      business judgment;

  (b) continue to (i) extend normalized trade credit to the
      Debtors pending the closing of a Sale Transaction and,
      after a closing, to the Purchaser and (ii) provide other
      business terms on a prospective basis, including with
      respect to any applicable credit limits, the pricing of
      goods and services and the provision of equivalent levels
      of service, all on terms at least as favorable as those
      extended to the Debtors prepetition or on other terms that
      are acceptable to the Debtors in their business judgment;

  (c) not file or record in any jurisdiction, or otherwise
      assert against the Debtors, their Chapter 11 estates, the
      Purchaser or against any of their property, a lien or
      security interest relating in any manner to the Lienholder
      Claims satisfied through the Lienholder Payment;

  (d) agree that the Debtors' standard terms and conditions (i)
      continue to govern the Lienholder's commercial
      relationship with the Debtors pending the closing of a
      Sale Transaction and (ii) will govern the Lienholder's
      commercial relationship with the Purchaser after a
      closing;

  (e) agree to release to the Debtors as requested goods or
      other assets of the Debtors in the Lienholder's
      possession; and

  (f) agree not to contest the assumption of any purchase order
      issued by the Debtors to a Lienholder on the grounds that
      a purchase order is not an executory contract or on any
      other grounds.

The Trade Terms will be applicable until the expiration of the
term of any existing purchase orders between the parties.

If a Lienholder accepts a Lienholder Payment and fails to provide
the requisite Trade Terms, then:

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

  (b) upon recovery of any Lienholder Payment, the corresponding
      prepetition claim of the Lienholder will be reinstated in
      the amount recovered by the Debtors, less the Debtors'
      reasonable costs to recover the amounts;

  (c) the Debtors will have all rights to challenge the
      validity, priority or extent of the Lienholders' lien or
      interest and the validity and amount of the related claim;
      and

  (d) the Debtors will have all rights to seek to avoid as
      fraudulent or preferential or otherwise any lien or
      interest held by the Lienholder.

In addition, the Debtors ask the Court that all banks and other
financial institutions be authorized and directed, when asked by
the Debtors in the Debtors' sole discretion, to receive, process,
honor and pay any and all checks presented for payment of, and to
honor all fund transfer requests made by the Debtors related to,
Lienholder Claims, whether the checks were presented or fund
transfer requests were submitted prior to or after the Petition
Date, provided that sufficient funds are available in the
applicable accounts to make the payments.  The Debtors represent
that these checks are drawn on identifiable disbursement accounts
and can be readily identified as relating directly to the
authorized payment of Lienholder Claims.

                        About Chrysler LLC

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: Non-Tarp Lenders Oppose Payment for Sales, Use Taxes
------------------------------------------------------------------
Chrysler LLC and its affiliate owe $3.3 million in sales taxes,
use taxes and self-assessed sales taxes to taxing authorities.
The Debtors also owe franchise and similar taxes to certain of the
taxing authorities relating to the operation of businesses in the
applicable taxing jurisdictions.  They have remitted $9.2 million
for Franchise Taxes in 2008, and anticipate remitting similar
amounts for the 2009 tax year.  They have filed a motion with the
U.S. Bankruptcy Court for the Southern District of New York to pay
these taxes.

The Debtors' proposed counsel, Corinne Ball, Esq., at Jones Day,
in New York, says absent payment of these amounts, the Debtors
may face serious disruptions and distractions as they seek to
consummate an expeditious sale transaction, on a going concern
basis, that will maximize value for all stakeholders.  The Debtors
are pursuing a sale transaction with Fiat S.p.A. or a similar
going concern transaction with a competing bidder.

The Debtors' lenders who are not part of the United States'
Troubled Asset Relief Program, however, complain that the
Prepetition Tax Motion seeks to make payments to creditors with
respect to certain unspecified liens that would be junior to the
liens of the senior lenders.

"The Debtors propose to pay certain junior prepetition unsecured
creditors in full while conceding that they intend to pay the
Chrysler Non-TARP Lenders less than 30 cents on the dollar,"
counsel to Chrysler Non-TARP Lenders, Gerard H. Uzzi, Esq., at
White & Case LLP, in New York, tells the Court.  There is no basis
for using estate assets to pay unsecured creditors while senior
secured creditors remain unpaid, Mr. Uzzi adds.

Notwithstanding the clear violation of the Bankruptcy Code's
priority scheme, Mr. Uzzi relates, the Debtors argue that the
payments should be approved because it is the only way to preserve
value pending the sale.  "This places the cart before the horse.
The proposed sale of the Debtors to New Chrysler is objectionable,
fails to meet the requirements of the Bankruptcy Code, and cannot
be approved by the Court as currently structured," Mr. Uzzi
asserts.

Contrary to the public pronouncements, Mr. Uzzi argues that the
sale is not a fait accompli and the Court should not authorize the
payment using the estate cash to the holders of prepetition
unsecured claims.

                        About Chrysler LLC

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: Gets Interim Authority to Honor Customer Programs
--------------------------------------------------------------
Chrysler LLC and its affiliates obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York, on an
interim basis, to continue their warranty programs and extended
service programs in the ordinary course of business, and pay
prepetition amounts owed under the programs.

Judge Gonzales authorized the Debtors' banks and financial
institutions, when asked by the Debtors, to receive, process,
honor and pay all checks presented for payment of, and to honor
all fund transfer requests made by the Debtors related to the
Warranty and Extended Service Programs provided that funds are
available in the Debtors' accounts to cover the checks and fund
transfers.

Any objection to granting of the relief asked by the Debtors on a
permanent basis must be filed with the Court on or before 12:00
p.m., on May 15, 2009.  The Court will convene a final hearing on
the request on May 20, 2009, at 11:00 a.m.

               $4 Bil. Due Under Customer Programs

The Debtors have proposed to pay these outstanding amounts:

    -- for their warranty programs $2.8 billion, approximately
       $28.5 million of which has already been borne by the
       Debtors' dealers or Chrysler International Corp. and is
       awaiting reimbursement,

    -- $980 million for extended service programs,

    -- $375 million for incentive and rebate programs, and

    -- $54 million for dealer support programs and promotional
       allowances.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, said it is "essential" for the Debtors to keep
the programs, most of which are provided by dealers.

Ms. Ball noted that the Debtors are pursuing the prompt approval
and consummation of a transaction with Fiat S.p.A. or a similar
going concern transaction with a competing bidder.  She points out
that despite the temporary idling of most of the Debtors'
operations, dealers have substantial inventories and, pending a
sale, are expected to (a) continue selling and servicing vehicles
manufactured by the Debtors, and (b) incurring related obligations
for warranties and incentives that typically would be satisfied by
the Debtors in the ordinary course of business.

The Debtors, according to Ms. Ball, intend to make every effort to
minimize the "adverse effects" of their Chapter 11 filing on the
transition of the Debtors' assets to New CarCo Acquisition LLC, a
newly established Delaware limited liability company that
currently is an indirect wholly-owned subsidiary of Fiat, or other
purchaser.

                      Non-TARP lenders Object

The Debtors' lenders who are not part of the United States'
Troubled Asset Relief Program, object to the payment of unsecured
claims with respect to the Customer Programs.  In behalf of the
Non-TARP lenders, Gerard H. Uzzi, Esq., at White & Case LLP, in
New York, said, as part of its package of first day motions, the
Debtors seek authority to pay approximately $8 billion of
prepetition unsecured claims on the premise that the expenditures
are necessary to preserve the going concern value of the Debtors
pending a proposed sale of substantially all of their assets.

Mr. Uzzi argued that the Debtors' request is inappropriate under
the circumstances of the Chapter 11 cases and should be rejected
by the Court because the going concern value is not being
preserved for the estate but rather is being directed to unsecured
creditors and others in violation of the priority scheme
established in the Bankruptcy Code.

The Debtors propose to pay certain junior prepetition unsecured
creditors in full while conceding that they intend to pay the
Chrysler Non-TARP Lenders less than 30 cents on the dollar,
Mr. Uzzi said.  He argued there is no basis for using estate
assets to pay unsecured creditors while senior secured creditors
remain unpaid.

In addition, Mr. Uzzi said the Debtors' request to pay prepetition
claims inverts the priorities established by the Bankruptcy Code
to support a misguided proposed sale transaction that produces a
greater recovery for unsecured creditors than for the creditors
with liens on substantially all of the Debtors' assets.

The Debtors' request to pay prepetition customer obligations seeks
to pay out approximately $4.2 billion to unsecured creditors.
Mr. Uzzi contended that the Debtors' stated goal is to liquidate
by selling substantially all of their assets.  Accordingly, any
preserved "going concern value" will not benefit the Debtors'
estates.

Moreover, none of the preserved going concern value will flow to
the Senior Lenders but to the purchaser under the Proposed Sale,
as well as to select junior claimants who will receive
distributions in the form of assumption of liability in the
proposed sale and payment of prepetition claims pursuant to the
Debtors' requests to pay prepetition claims as part of the
transaction.

Given the magnitude of the junior claims that the Debtors seek
authority to satisfy in full, it appears that the Senior Lenders
likely would receive more than the approximately $2 billion
estimated by the Debtors' experts, Mr. Uzzi noted.  Accordingly,
he argues that because paying the prepetition claims will not
provide a benefit to the Debtors' estates, the Debtors' request
should be denied.

Mr. Uzzi pointed out that the Debtor did not show that the
disfavored creditors will be as well off with reorganization as
with liquidation and that the supposedly critical vendors would
have ceased deliveries if old debts were left unpaid while the
litigation continued.

          OMSC Asks Court to Clarify Debtors' Request

Overseas Military Sales Corporation - OMSC Ltd. has asked the
Court to clarify the Debtors' Request.  OMSC is an international
automobile distributor which purchases over 5,000 vehicles a year
from Chrysler and sells them directly to customers.  Its customers
consist of military personnel and their families that are
stationed overseas.

Kenneth M. Lewis, Esq., at Teitelbaum & Baskin LLP, in New York,
said OMSC participates in various sales incentive programs and is
owed approximately $4,000,000 with respect to the programs.

Mr. Lewis said that, since the Debtors described the critical
importance of honoring and paying sales incentives to their
dealers as well as their international distributors, OMSC believes
that its claims are included in those obligations that the Debtors
intend to pay.

However, a paragraph of the proposed interim order attached to the
Debtors' Request only defined "customer obligations" as
prepetition obligations to customers and not dealers or
international distributors, Mr. Lewis noted.  He said, while the
Debtors recognize that foreign distributors function as "dealers",
there is no reference to distributors in the proposed interim or
final orders.

Accordingly, OMSC asked that language be added to both the interim
and final orders to make it clear that the Debtors are authorized
to honor, and to pay, their prepetition and postpetition
obligations to OMSC as Customer Obligations.

                Chrysler Starts Payments to Dealers

The Wall Street Journal's Alex P. Kellogg and Jeff Bennett report
that Chrysler started paying on Wednesday some of the amounts owed
to dealers, after the bankrupt automaker received authority to
spend about $753 million to reimburse dealers for pricing
discounts and other sales incentives.

According to the Journal, several dealers said the money they were
owed was deposited in their bank accounts.  Owners of some smaller
dealerships said that their payments haven't arrived, WSJ relates.

According to the Journal, Chrysler has told the Court it intends
to withhold payments to dealers it doesn't plan to keep.

As part of its reorganization, Chrysler plans to drop about 800
dealers, shrinking its network to about 2,400 stores from 3,200,
the Journal notes.

"Trimming Chrysler's network is a key element in its restructuring
plan, but the move is expected to cause job losses and hardship in
towns and cities that lose franchises. General Motors Corp. next
week is expected to notify 2,600 of its more than 6,000 dealers
that it plans to drop them from its retail network," according to
the Journal.

Prior to the Court's entry of its interim order, James Arrigo,
Co-chairman of Chrysler's national dealer council, said in papers
filed in Court that "Chrysler's dealership network is extremely
fragile and on the verge of collapse."

"Based on my 20 years of experience, if Chrysler remains mired in
bankruptcy proceedings for more than 30 days, Chrysler's dealer
network will be unsalvageable," Mr. Arrigo added.

                        About Chrysler LLC

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 to Keep Cash Management System
-----------------------------------------------------
Chrysler LLC and its affiliates obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York, on an
interim basis, to keep the cash management system they have used
in the day-to-day operation of their businesses for the past 25
years.

The Cash Management System provides for a well-established
mechanism for the collection, concentration, management and
disbursement of funds used in the Debtors' businesses.

The final hearing to consider use of the cash management system is
set for May 20, 2009, at 11:00 a.m.

The principal components of the Debtors' Cash Management System,
and the related flow of funds through the Debtors' bank accounts
in that system, are:

  (a) Cash Collection and Concentration.  Majority of the
      Debtors' cash flows through a main concentration account
      maintained at JPMorgan Chase Bank, N.A.  Funds flow into
      the Main Concentration Account from these sources:

       1. Chrysler Motors LLC Concentration Account at JPMorgan
          Chase.  Amounts owed from dealers not financed by
          Chrysler Financial are drafted into, and amounts owed
          from dealers financed by Chrysler Financial are
          transfer to, the Chrysler Motors Concentration
          Account.

       2. Wholesale Lock Box Concentration Account maintained
          at Bank of America, N.A.  Check payments from domestic
          customers of the Debtors' operating subsidiaries are
          collected into 13 lockbox accounts.  Electronic fund
          transfers from the government are collected in two
          accounts.  At the end of each day, the funds from the
          lockbox accounts are swept into the a Wholesale Lock
          Box Concentration Account, and those amounts are
          subsequently manually wired to the Main Concentration
          Account typically on a daily basis.

       3. Chrysler International Corp. US Dollar Receipts.
          Collections in US dollars flow into a Chrysler
          International collections account maintained JPMorgan
          Chase for overseas receipts, which are transferred
          automatically into the Main Concentration Account.

       4. Chrysler Miscellaneous Receipts.  Chrysler maintains a
          zero balance depository account at JPMorgan Chase that
          is funded by amounts received from miscellaneous
          receipts that is swept daily into the Main
          Concentration Account.

       5. Other accounts, including two at KeyBank, N.A., and
          Citibank, N.A.  The KeyBank account is funded by local
          receipts.  The Citibank Account is funded by COBRA
          premium payments.

      Historically, funds in the Main Concentration Account were
      used to fund various disbursement accounts from which the
      Debtors make disbursements by check, electronic funds
      transfer or wire transfer to satisfy a variety of
      obligations, including outstanding vendor and supplier
      payables, employee payroll, healthcare and other benefit
      obligations.  Going forward, the Debtors anticipate all
      funds flowing into the Disbursement Accounts to be drawn
      from an account at KeyBank, N.A., for the purpose of
      receiving proceeds under the Debtors' proposed
      postpetition secured credit, and from proceeds from the
      sale of the Debtors' MOPAR parts inventory.  Funds from
      the Main Concentration Account also flow into a custodial
      account maintained at JPMorgan Chase that the Debtors use
      to fund investment activity.

  (b) Disbursements.  Chrysler maintains four controlled
      disbursement accounts with JPMorgan Chase:

       * One account to fund accounts payable for production
         materials;

       * One account to fund accounts payable for non-production
         materials;

       * One account for sale incentive programs; and

       * One account for marketing services.

      The Debtors also maintain other accounts in different
      banks used in disbursements of funds under the Cash
      Management System.  They are:

       * Comerica Payroll and Benefits Accounts,
       * JPMorgan Chase Payroll and Benefits Accounts,
       * JPMorgan Chase Automated Clearing House Account,
       * Healthcare Funding Accounts,
       * GEAC A/P Account,
       * JPMorgan Emergency Checking Account, and
       * Citibank Supplier Receivable Payments Account.

      The Comerica Accounts will be closed after all open items
      are cleared.  It will be replaced by the JPMorgan Payroll
      Accounts.

  (c) Other Accounts.  The Debtors also maintain and use several
      other accounts in different banks under the Cash
      Management System, including a DIP account, investment
      accounts and security accounts:

       * A DIP Account at KeyBank is for the purpose of
         receiving proceeds under the Debtors' proposed
         postpetition secured credit.

       * Investment Accounts.  Chrysler maintains three money
         market investment accounts at JPMorgan Chase, two
         separately managed accounts at JPMorgan Chase and
         Pacific Investment Management, LLC and an investment
         account holding miscellaneous securities and certain
         currently inactive investment accounts.

       * Security Accounts.  Chrysler maintains seven accounts
         with JPMorgan Chase that contain cash that allegedly
         secures obligations owed to third parties that include
         the U.S. Government, and obligations under certain
         letter of credit, a Master Autofinance Agreement with
         Chrysler Financial.

       * Chrysler Canadian Accounts with the Royal Bank of
         Canada as well as two other Canadian accounts.  These
         accounts relate to accounts payable for production and
         non-production materials.

       * Chrysler International Corp. maintains 19 foreign
         accounts at JPMorgan Chase for non-U.S. dollar payments
         and collections.

       * Other Additional Accounts.  Chrysler Service Contracts
         Florida Inc maintains a JPMorgan Chase Account.
         Chrysler International Services DA maintains an account
         with Citibank and National Australia Bank Ltd.  Peapod
         Mobility LLC maintains a concentration account at
         JPMorgan Chase.

Chrysler's non-Debtor subsidiaries maintain separate cash
management systems.  The Debtors' U.S. and Canadian Cash
Management Systems are managed from Chrysler's headquarters in
Auburn Hills, Michigan, while their Mexican Cash Management System
is managed by Chrysler de Mexico's Treasury Department in Santa
Fe, Mexico.  Other non-Debtor affiliates outside of North America
are responsible for operating their own cash management systems
under corporate guidelines.

Cash flows between Chrysler and its debtor and non-debtor
subsidiaries occur on a regular basis as the result of
intercompany purchase and sale of finished vehicles and parts.
The transactions occur under established transfer price policies
and stated terms.

A chart summarizing the primary components of the Debtors' Cash
Management System, as it existed prior to the Petition Date, is
available for free at:

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

In light of the substantial size and complexity of the Debtors'
operations, the successful administration of the bankruptcy cases
as well as the preservation and enhancement of the Debtors' values
simply cannot be achieved if the Debtors' cash management
procedures are substantially disrupted, Corinne Ball, Esq., at
Jones Day, in New York, the Debtors' proposed counsel, asserts.

Therefore, she argues, it is essential that the Debtors be
permitted to continue to consolidate the management of their cash
and amount transfer from entity to entity, as needed, in the
amounts necessary to continue the operation of their financial
affairs and in accordance with their existing cash management
procedures.

Ms. Ball adds that controls are especially important to the
Debtors, given the significant volume of transactions --
historically aggregating approximately $128 billion annually --
that have been managed through their existing Cash Management
System.

                        About Chrysler LLC

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: Closing Five Plants as Part of Bankruptcy
-------------------------------------------------------
As part of Chrysler LLC's bankruptcy filing, some of the company's
plants in the U.S. are in the process of being sold to Fiat SpA.
Others, not included in the deal, will need to be closed.  A total
of five plants, consisting of three assembly plants, one stamping
plant and one engine manufacturing plant, will be closed by
December 2010.

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: Reached Initial Pact With Kia Before Courting Fiat
----------------------------------------------------------------
Chad Bray and David McLaughlin at Dow Jones Newswires report that
Chrysler LLC wood companies for potential alliances and reached an
agreement with Kia Motors Corp. last year before negotiating a
merger with Fiat SpA.

According to Dow Jones, former Chrysler vice chairperson Tom
LaSorda spent almost all of his time seeking to forge
relationships with global automakers, including Nissan Motor Co.,
and General Motors Co., as slumping sales in the U.S. continued to
erode the Company's financial stability.

According to Dow Jones, Chrysler chief procurement officer Scott
R. Garberding said that the Company reached an initial agreement
with Kia about purchasing that Company's vehicle and selling it as
a Dodge.  Dow Jones relates that Mr. Garberding said during a
hearing at the U.S. Bankruptcy Court for the Southern District of
New York that Chrysler negotiated a term sheet to purchase and
modify a vehicle from Kia, which later backed out of the deal due
to manufacturing issues.

Dow Jones notes that the potential Kia partnership shows how dire
Chrysler's situation had become and how far it was willing to go
to protect its survival.

Chrysler, says Dow Jones, will now sell most of its assets to a
new company that will be owned by Fiat, the United Auto Workers
union, and the U.S. and Canadian governments.  Dow Jones states
that the Court is considering rules for selling Chrysler to Fiat
or another bidder.

                         About Chrysler LLC

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: BCBSM and BCN Launch Web Sites for Health Care
------------------------------------------------------------
Blue Cross Blue Shield of Michigan and Blue Care Network launched
Web sites for Chrysler members who have a need to find out
information about their BCBSM and BCN health care benefits.  The
Web site addresses are http://bcbsm.com/chryslerfor BCBSM and
http://bcbsm.com/chryslerbcnfor Blue Care Network.

BCBSM and BCN are servicing Chrysler members in a business as
usual manner at this time.

"We launched the web sites because we started to experience
increasing call volumes from Chrysler members.  The Web sites are
a way to provide the most up-to-date information," said Andrew
Hetzel, Blues vice president for corporate communications.

Blue Cross Blue Shield of Michigan and Blue Care Network are
nonprofit and independent licensees of the Blue Cross and Blue
Shield Association.

                         About Chrysler LLC

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 to Continue Workers Compensation Programs
----------------------------------------------------------------
Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York for authority to (i) continue
their existing workers' compensation programs, and (ii) pay
certain prepetition workers' compensation premiums, claims and
related expenses.

The Debtors currently operate as self-insured employers in five
states -- Illinois, Indiana, Michigan, Missouri and Ohio.  As a
result, the Debtors maintain self-insured workers' compensation
programs under which the Debtors pay applicable workers'
compensation claims and employer liability claims, as the claims
arise, up to a maximum of $5 million per claimant depending on the
Self-Insured State.

The Debtors maintain excess workers' compensation and employer
liability insurance with American International Group or certain
of its subsidiaries for Self-Insured Claims exceeding the Self-
Insured Maximum.  The Debtors pay an annual premium that is
adjusted retroactively based on the Debtors' final audited payroll
for the applicable coverage period.  With the exception of any
retroactive adjustment, no Self-Insured Excess Premiums were due
as of the Petition Date.

Certain of the Self-Insured States have required the Debtors to
post various forms of collateral as security for the Debtors'
obligations to pay the Self-Insured Claims in the jurisdictions.
The Debtors' obligations under the Self-Insured Programs are
secured by a combination of letters of credit and surety bonds
totaling approximately $88.2 million.  In addition, certain of the
Self-Insured States have required non-debtor affiliate Chrysler
Holding LLC, Chrysler LLC's ultimate parent, to guaranty the
Debtors' obligations under the Self-Insured Programs.

Based on historical experience, the Debtors estimate that the
aggregate amount of Self-Insured Claims accrued but not yet paid
as of the Petition Date was approximately $208.4 million.

                       Insured Programs

The Debtors maintain a high-deductible workers' compensation
program and an employers' liability insurance program with AIG
covering all states except the Self-Insured States and the
monopolistic states of North Dakota, Wyoming, West Virginia and
Washington.  Under the Insured Programs:

  (a) insurance coverage is provided by AIG in the Insured
      States in excess of $850,000 for workers' compensation
      claims in amounts required under applicable law; and
      employer liability claims up to $5 million per accident;
      and

  (b) the Debtors are obligated to (i) pay a semi-annual
      premium, which is adjusted retroactively based on the
      Debtors' final audited payroll for the coverage period;
      and (ii) reimburse Sedgwick Claims Management Services,
      Inc., the Debtors' third party claims processor, up to
      $850,000 per claim for the loss payments in respect of
      coverage deductibles for both workers' compensation claims
      and employer liability claims, in accordance with the
      terms of the Insured Program.

Based on historical experience, the Debtors estimate that the
aggregate amount of Insured Claims accrued but not yet paid as of
the Petition Date is approximately $17.9 million.  The Debtors
estimate that the Insured Claims paid by third party processors
under the previously maintained Insured Programs but not yet
reimbursed by the Debtors as of the Petition Date totaled
approximately $200,000.  With the exception of any retroactive
adjustment, no Insured Premiums are due as of the Petition Date.

                        Funded Programs

In North Dakota, West Virginia, and Washington -- called the
"Monopolistic States" -- the Debtors participate in "monopolistic"
workers' compensation insurance programs funded through and
administered by the North Dakota Workforce Safety & Insurance, the
Wyoming Workers' Safety and Compensation Division, the West
Virginia Workers' Compensation Commission and the Washington
Department of Labor & Industries.

Under the Funded Programs, the Debtors pay certain premiums to the
State Administrators.  Given the very limited number of employees
covered under the Funded Programs, the Debtors estimate that the
aggregate amount of Funded Premiums accrued but not yet paid as of
the Petition Date is negligible, if any.

The Debtors incur certain costs incident to the Workers'
Compensation Programs, like state assessments, processing costs
and accrued but unpaid prepetition charges for the administration
of the programs.  The Debtors estimate that the aggregate amount
of prepetition processing costs accrued but unpaid as of the
Petition Date was approximately $1.1 million.

Sedgwick is the primary third-party processor that the Debtors
rely upon to process and pay workers' compensation claims under
the Self-Insured Programs and Insured Programs.  Sedgwick pays
claims, and its fees, by draws on a prefunded account with an
average balance of approximately $1.9 million.  Sedgwick submits
an invoice to the Debtors on a weekly basis for amounts paid from
the Claims Fund and the Debtors replenish the Claims Fund
accordingly.

The Debtors' failure to pay the requested amounts, where necessary
or appropriate, could adversely impact their administration of the
Chapter 11 cases and their ability to preserve going concern value
pending completion of the sale transaction with Fiat S.p.A or
similar sale transaction, contends Corinne Ball, Esq., at Jones
Day, in New York, proposed counsel to the Debtors.  She argues
that it is critical that the Debtors be permitted, in their
discretion, to continue the Workers' Compensation Programs and
ensure that the Prepetition Workers' Compensation Claims continue
to be processed and paid in the states, where they continue to
engage in some level of business activity.

If workers' compensation coverage is not maintained as required by
state laws during periods when the Debtors are conducting business
activities, (i) employees could bring lawsuits for damages, (ii)
the Debtors' business activities in certain states could be
enjoined, (iii) the Debtors' officers could be subject to criminal
prosecution, and (iv) ultimately, the Debtors may be required to
make alternative arrangements for workers' compensation coverage
to return to compliance -- almost certainly at a much higher cost,
Ms. Ball points out.


                         About Chrysler LLC

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: Strattec Discloses $2.7 Million Receivables
---------------------------------------------------------
Strattec Security Corporation said it has identified the need to
increase its reserve for uncollectible trade accounts receivables
by $500,000 for the third quarter of fiscal 2009.  STRATTEC has
approximately $2.7 million of prepetition bankruptcy accounts
receivable due from Chrysler LLC, a portion of which the Company
believes could be uncollectible due to Chrysler LLC's filing for
Chapter 11 bankruptcy protection for their U.S. legal entities on
April 30, 2009.  STRATTEC had been accepted into the United States
Department of Treasury "Auto Supplier Support Program" for
Chrysler suppliers and is in the process of determining what trade
receivables are eligible for payment under this Program.

Based on information currently available, STRATTEC believes the
increase in its reserve is adequate to cover the potential loss
exposure on this account as of the fiscal third quarter that ended
on March 29, 2009.  The reserve for uncollectible trade accounts
receivable reduced the third quarter's earnings per share by $.10.
As further information becomes available, STRATTEC may be required
to record an additional reserve in the fourth fiscal quarter of
2009 for the remaining loss exposure.

                         About Chrysler LLC

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: Bankruptcy Won't Affect Moody's Rating on Stoneridge
------------------------------------------------------------------
Moody's Investors Service commented that the bankruptcy filing of
Chrysler LLC's on April 30, 2009 have not at this time had an
impact on the ratings of Stoneridge Inc.  The company's ratings
include its B2 corporate family rating and its SGL-2 speculative
grade liquidity rating.  The rating outlook is negative.

Moody's last rating action on Stoneridge was on April 9, 2009 when
all its CFR was downgraded to B2 from B1 with negative outlook
while its SGL rating was affirmed at SGL-2.

Headquartered in Warren, Ohio, Stoneridge is a designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems for automotive, medium and heavy-
duty truck, agricultural and off-highway vehicle markets.  For the
twelve months ended December 31, 2008, the company reported
revenues of $752 million.


COLLIER B. GLADIN: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Collier B. Gladin, Jr.
        3110 Ingleside Avenue
        Macon, GA 31204

Bankruptcy Case No.: 09-51420

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer,Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

A full-text copy of the Mr. Gladin's petition, including his list
of 15 largest unsecured creditors, is available for free at:

    http://bankrupt.com/misc/gamb09-51420.pdf

The petition was signed by Mr. Gladin, Jr.


COMMERCIAL VETURES: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Commercial Vetures Orlando LLC
        7065 Westponte Blvd. #308
        7065 Wespointe Blvd.
        Orlando,, FL 32835

Bankruptcy Case No.: 09-06157

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Norman L. Hull, Esq.
                  Norman Linder Hull PA
                  746 North Magnolia Avenue
                  Orlando, FL 32803
                  Tel: (407) 422-1235
                  Fax: (407) 423-2842
                  Email: flabankruptcy@earthlink.net

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtor's petition, including its list of 1
largest unsecured creditor, is available for free at:

     http://bankrupt.com/misc/flmb09-06157.pdf

The petition was signed by Kevin Azzouz, manager of the Company.


CONDO TIMES: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Condo Times, LLC
        PO Box 792146
        San Antonio, TX 78201

Bankruptcy Case No.: 09-51642

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Albert William Van Cleave, III, Esq.
                  1520 W. Hildebrand
                  San Antonio, TX 78201
                  Tel: (210) 341-6588
                  Fax: (210) 341-6589

Total Assets: $2,923,858

Total Debts: $2,276,458

According to its schedules of assets and liabilities, $1,742,649
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
18 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/txwb09-51642.pdf

The petition was signed by Harlan Plasier, manager of the Company.


CONSECO FUNDING: Moody's Junks Ratings on $75 Mil. Notes
--------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating on these notes issued by Conseco Funding, Ltd.:

  -- US$75,000,000 Class B Fixed Rate Senior Subordinate Notes Due
     2015, Downgraded to Caa1, previously on August 28, 1998
     Assigned Baa2.

According to Moody's, the rating action taken on the notes is a
result of applying Moody's revised assumptions with respect to
default probability, the treatment of ratings on "Review for
Possible Downgrade" or with a "Negative Outlook," and the
calculation of the Diversity Score.  The actions also reflect
consideration of credit deterioration of the underlying portfolio.
The revised assumptions that have been applied to all corporate
credits in the underlying portfolio are described in the press
release dated February 4, 2009, titled "Moody's updates key
assumptions for rating CLOs."

Credit deterioration of the collateral pool is observed in, among
other metrics, a decline in the average credit rating (as measured
through the weighted average rating factor), an increase in the
dollar amount of defaulted securities, an increase in the
proportion of securities from issuers rated Caa1 and below, and
failure of the Senior Subordinate Interest Coverage Ratio.


COWLEY CONTAINER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cowley Container Corporation
        PO Box 231
        Mount Pleasant, TN 38474

Bankruptcy Case No.: 09-05094

Chapter 11 Petition Date: May 5, 2009

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

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

Total Assets: $856,500

Total Debts: $1,170,335

According to its schedules of assets and liabilities, $458,719 of
the debt is owing to secured creditors, $62,310 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/tnmb09-05094.pdf

The petition was signed by Everette Murray Cowley, Sr., president
of the Company.


COYOTES HOCKEY: Files Ch. 11 to Sell, Move Gretzky Team to Canada
-----------------------------------------------------------------
Dewey Ranch Hockey, LLC, and its affiliates, Arena Management
Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC, have
filed for Chapter 11 reorganization to implement a court-approved
sale of Phoenix Coyotes, a franchise part of the National Hockey
League, under the Bankruptcy Code.  The filing included a proposed
sale of the franchise to PSE Sports & Entertainment, LP, a
Delaware limited partnership, which would move the franchise to
southern Ontario, Canada.

"Extensive efforts have been undertaken to sell the team [the
National Hockey League team Phoenix Coyotes], or attract
additional investors, who would keep the team in Glendale," said
Jerry Moyes, CEO and managing member of the Debtors.

"Creating a process under the supervision of a judge assures that
anyone wishing to purchase the team will have the opportunity to
bid.  Likewise, the City of Glendale, which has been very
cooperative with efforts to keep the team in Glendale, will be
able to provide potential buyers assurances of the City's
willingness to offer incentives to keep the team as a tenant in
the Jobing.com arena, the lease for which is subject to rejection
in bankruptcy," Mr. Moyes stated.  "The process assures that the
identities of the new owner and the team's location will be known
by June 30, 2009, thus enabling the NHL to include the team in its
2009-10 schedule."

It is anticipated that the judge will hold a hearing within
several days to establish a sales procedure, which will include
authorizing continuance of the selling activity in an effort to
attract higher bids.  The PSE price is $212.5 million, which
provides funds sufficient to pay secured creditors in full
(approximately $80 million to SOF Investments, L.P., and
$35 million to the NHL) and $97.5 million to unsecured creditors,
whereas the owners of the Coyotes would receive nothing for their
equity investment, including $206.5 million in preferred and
common equity that will not be recovered by Mr. Moyes under the
current offer.

"As Managing Member of the Coyotes, I have a duty to seek a
transaction that will return the most in sale proceeds to the
secured and unsecured creditors," Mr. Moyes said.  "No other
proposal to acquire the team provided nearly as much payment to
the creditors as that offered by PSE, with the understanding that
the procedure is in place for other parties to offer more,
particularly if the City of Glendale provides financial incentives
to keep the team in Glendale.  Overbids must exceed the PSE
proposal by $5 million and must be fully funded at closing without
a financing contingency."

            Sale Required to Be Completed June

According to Bloomberg's Bill Rochelle, the purchase price is
designed to pay $115 million of secured claims in full, leaving
$97.5 million for unsecured creditors.  The first-lien lender is
owed $79.6 million.

From the purchase price offered by PSE, $190 million cash will go
for the assets while Wayne Gretzky is line for $22.5 million, Bill
Rochelle said.  Mr. Gretzky, an NHL hall of fame player, is the
team's manager, minority owner, coach and managing partner.

The sale must be completed by the end of June to know where the
team will be located for the upcoming hockey season, Mr. Rochelle
added, citing court filings.

The team moved to Phoenix in 1995 and had a new arena built in
2003.

                  Meeting of Creditors on June 9

A meeting of creditors of Coyotes Hockey and its affiliates is
scheduled for June 9, 2009, at 03:00 PM at US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-PHX).

The team's current owner, Jerry Moyes, chief executive officer of
Swift Transportation Co., is the largest unsecured creditor with a
claim of $104 million, Bloomberg relates.  Mr. Moyes provided the
team with more than $300 million until the announcement in
November that he would supply no more funds.

The NHL is also creditor for $37 million.


COYOTES HOCKEY: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Dewey Ranch Hockey LLC
             6751 N. Sunset Blvd., #200
             Glendale, AZ 85305

Bankruptcy Case No.: 09-09488

Debtor affiliates filing separate Chapter 11 petitions:

    Company                             Case No.
    -------                             --------
    Arena Management Group, LLC         09-_____
    Coyotes Holdings, LLC               09-09500
    Coyotes Hockey, LLC                 09-09491

Chapter 11 Petition Date: May 5, 2009

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

Judge: Charles G. Case II

Debtors' Counsel: Thomas J. Salerno, Esq.
                  Squire, Sanders & Dempsey, LLP
                  40 N. Central, #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4043
                  Fax : (602) 253-8129
                  Email: tsalerno@ssd.com

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jerry Moyes                                   $103,837,562.59
P.O. Box 1397
Tolleson, AZ 85353

BWD Group, LLC                                  $1,340,640.04
P.O. Box 9050
Jericho, NY 11753

City of Glendale                                  $507,325.73
5850 W. Glendale Ave.
Glendale, AZ 85301

Bingham McCutchen, LLP                            $423,446.45

City of Glendale                                  $286,553.00

National Hockey League                            $271,474.92

FCN Arizona                                       $261,438.75

Entertainment Ctr
Development                                       $137,274.85

Aramark Corporation                               $132,862.58

Intra Continental Ensurers                        $126,085.73

Coyotes Ice, LLC                                  $120,837.72

Transjet Inc.                                     $112,969.01

Heritage Graphics                                  $80,880.33

KAZT Television                                    $72,750.00

Aramark Sports & Entertainment                     $69,130.00

NRG Southwest                                      $47,006.28

Aramark At Jobing.Com Arena                         $4,200.13

Clear Channel Broadcast, KGME                      $40,612.06

CAA Sports                                         $40,000.00

KPNX-TV                                            $36,171.20

AEG Facilities                                     $36,000.00

LandCorp. Property Maintenance                     $35,316.32

NHLPA                                              $32,850.00

Cox Media, LLC                                     $32,411.52

Lease Group Resources, Inc.                        $31,857.00

Climatic Builing                                   $28,986.54

Maintenance Mart                                   $27,928.24

KUPD-FM                                            $27,661.60

Cox Media, LLC                                     $20,747.40

KMLE-FM                                            $20,561.80

Arizona Catering, Inc.                             $20,460.63

Univision/KTVW Phoenix                             $17,657.35

Kone, Inc.                                         $13,353.99

City of Glendale - Water                           $12,893.31

General Mechanical Systems Inc.                    $11,004.73

Clear Channel Broadcast KNIX                       $10,169.85

Emcor Services Arizona                              $9,632.91

KDKB-FM                                             $8,966.88

Voss Lighting                                       $7,817.09

Aramark Corporation                                 $5,889.74

The petition was signed by Jerry Moyes, managing member.


CROWN AMERICAS LLC: S&P Assigns 'BB-' Rating on $250 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned issue-
level and recovery ratings to Crown Americas LLC and Crown
Americas Capital Corp. II proposed joint offering of $250 million
of senior unsecured notes due 2017.  The issue rating on the notes
is 'BB-' (one notch lower than the 'BB' corporate credit rating on
the parent, Crown Holdings Inc.).  The recovery rating is '5',
which indicates S&P's expectation for modest (10%-30%) recovery in
the event of a payment default.

The corporate credit rating on Crown Holdings Inc. (BB/Stable/--)
and all other issue-level and recovery ratings remain unchanged.

Crown intends to use the proceeds of the proposed offering for
general corporate purposes including the permanent repayment of
debt under its senior secured credit facilities, to repurchase of
a portion of Crown European Holdings SA's first priority notes,
and/or the funding of one or more acquisitions.  Pending such
application, Crown intends to use the proceeds to temporarily
repay existing debt under its senior secured revolving credit
facilities and accounts receivable securitization facilities.  For
the purposes of S&P's recovery analysis, S&P has conservatively
assumed that the proceeds are not used to permanently reduce debt.

                          Rating List

                       Crown Americas LLC

                 Crown Americas Capital Corp. II

           Senior Unsecured Notes due 2017        'BB-'
             Recovery Rating                      '5'


CROWN AMERICAS CAPITAL: S&P Puts 'BB-' Rating on $250 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned issue-
level and recovery ratings to Crown Americas LLC and Crown
Americas Capital Corp. II proposed joint offering of $250 million
of senior unsecured notes due 2017.  The issue rating on the notes
is 'BB-' (one notch lower than the 'BB' corporate credit rating on
the parent, Crown Holdings Inc.).  The recovery rating is '5',
which indicates S&P's expectation for modest (10%-30%) recovery in
the event of a payment default.

The corporate credit rating on Crown Holdings Inc. (BB/Stable/--)
and all other issue-level and recovery ratings remain unchanged.

Crown intends to use the proceeds of the proposed offering for
general corporate purposes including the permanent repayment of
debt under its senior secured credit facilities, to repurchase of
a portion of Crown European Holdings SA's first priority notes,
and/or the funding of one or more acquisitions.  Pending such
application, Crown intends to use the proceeds to temporarily
repay existing debt under its senior secured revolving credit
facilities and accounts receivable securitization facilities.  For
the purposes of S&P's recovery analysis, S&P has conservatively
assumed that the proceeds are not used to permanently reduce debt.

                          Rating List

                       Crown Americas LLC

                 Crown Americas Capital Corp. II

           Senior Unsecured Notes due 2017        'BB-'
             Recovery Rating                      '5'


CRUCIBLE MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crucible Materials Corporation
        aka Crucible Specialty Metals
        aka Crucible Service Centers
        aka Crucible Compaction Metals
        aka Crucible Research
        aka Trent Tube
        575 State Fair Blvd.
        P.O. Box 977
        Syracuse, NY 13209
        Tel: (302) 421-6840

Bankruptcy Case No.: 09-11582

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Crucible Development Corporation                   09-11583

Type of Business: Crucible Materials makes stainless and alloy
                  steel for use in the aircraft, automotive,
                  petrochemical, and other industries.  The
                  Company sold its trent tubes unit to Plymouth
                  Tube in 2007.

                  See http://www.crucible.com/

Chapter 11 Petition Date: May 6, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Mark Minuti, Esq.
                  mminuti@saul.com
                  Saul Ewing LLP
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: (302) 421-6840
                  Fax: (302) 421-5873

Investment Banker: Duff & Phelps Securities LLP

Business Advisor: RAS Management Advisors LLC

Claims Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sentry Insurance a Mutual      compensation      $3,584,509
Company
1800 North Point Drive
P.O. Box 8020
Stevens Point, WI 54481-8020
Attn: Tim Bucheger
Tel: (715) 346-6065
Fax: (715) 346-7560

Tiangong International         trade             $3,531,054
Company LTD
235 Zhonghan Dong Rd.
Zhenjian
Jiangsu, China
Attn: Rainbow YH Wang
Tel: (630) 584-4122
Fax: (630) 584-4722

Bank of America Leasing &      loans             $3,295,518
Capital
P.O Box 371992
Pittsburgh, PA 15250-7992
Attn: Linda Watson
Tel: (312) 974-7162
Fax: (312) 453-5799

Hartford Financial Services    compensation      $3,281,940
Inc.
Hartford Plaza
Hartford, CT 06115
Attn: Agnes Dolega-Moryl
Tel: (860) 547-2766
Fax: (860) 547-6674

Bank of New York Mellon        bonds             $3,150,000
Trust Company, NA
525 William Penn Place - 7th
Floor
Pittsburgh, PA 15259
Attn: Kerry S. Zombeck
Tel: (412) 236-5720
Fax: (412) 236-0870

BNY Mellon                     funding           $2,046,402
Management
500 Grant Street, Suite 4131
Pittsburgh, PA 15258-0001
Attn: Michael D. Skirtich
Tel: (412) 234-6527
Fax: (412) 234-8468

Villares Metals S/A            trade             $2,030,955
Rua Alfredo Dumont Village
155
Jardim Santa Carolina
Sumare SP Brazil
Attn: Arnaldo Zangueri
Tel: 55-19-33038160
Fax: 55-19-33038696

Universal Stainless & Alloy    trade             $1,891,067
PO. Box 640595
Pittsburgh, PA 15264-0595
Attn: Chris Zimmer
Tel: (412) 257-7604
Fax: (412) 257-7540

Kopo International             trade             $1,620,305
100 Village Court, Suite #202
Hazlet, NJ 07730
Attn: Steve Cucich
Tel: (732) 203-1505
Fax: (732) 203-1506

Northern Equities LLC          lease             $1,557,983
5060 River Road
Schiller Park, IL 60176
Attn: Mathew J. Grusecki
Tel: (847) 678-5060
Fax: (847) 678-7670

Metal Management Inc.          trade             $1,544,261
6768 Paysphere Circle
Chicago, IL 60674
Attn: Jim Nathan
Tel: (312) 645-0700
Fax: (312) 645-0932

AFCO Premium Credit LLC        insurance         $1,131,928
110 William St., 29th Floor
New York, NY 10038
Attn: Rick Cessar
Tel: (412) 552-5038
Fax: (412) 552-5999

Stemcor USA Inc.               trade             $1,118,002
PO. Box 13391 goods
Newark, NJ 07101-3391
Attn: Howard Stern
Tel: (212) 563-0262
Fax: (212) 563-0403

Purther Recycling Inc.         trade             $939,701
31000 Northwestern Hwy.,
Suite #250
Farmington Hills, MI 48334
Attn: Don Purther
Tel: (248) 865-6700
Fax: (248) 865-6702

Climax Molybdenum              trade             $900,516
Marketing Corp.
5862 Collections Center Drive
Chicago, IL 60693
Attn: Georgeann Weinhandl
Tel: (602) 366-8557
Fax: (602) 366-7322

DSS America, Inc.              trade             $886,973
233 S Wacker Drive
Suite 9430
Chicago, IL 60606
Attn: Brad Ufheil
Tel: (312) 575-0101
Fax: (312) 575-9691

ELG Utica Alloys Inc.          trade             $778,599
P.O. Box 53
Utica, NY 13503
Attn: Kevin Nealis
Tel: (800) 525-5878
Fax: (773) 374-1884

Trailbachar Industrias AG      trade             $621,674

Erasteel Inc.                  trade             $604,820

Marsh USA Inc.                 insurance         $566,702

The petition was signed by David W. Robbins, chairman & chief
executive officer.


DAVID DEFRANCO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: David M. DeFranco
        1181 N. 4th St., #10
        San Jose, CA 95112

Bankruptcy Case No.: 09-53405

Chapter 11 Petition Date: May 5, 2009

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

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Email: cbgattyecf@aol.com

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

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

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

     http://bankrupt.com/misc/canb09-53405.pdf


DESERT HIGHLANDS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Desert Highlands, LLC.
        P.O. Box 751241
        Petaluma, CA 94975

Bankruptcy Case No.: 09-11931

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  PO Box 216
                  Albuquerque, NM 87103
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets:

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

A full-text copy of the Debtor's petition, including its list of 5
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nmb09-11931.pdf

The petition was signed by Mitchell Brown.


DHP HOLDINGS: Court OKs Sale Process for Trademarks & Int'l Units
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved procedures for the sale of trademarks and certain
international business assets of DHP Holdings II Corporation and
its affiliates.

Atlantis Capital Special Situations S.p.A. has offered to pay
EUR4,500,000 for the purchase of the Trademark Assets from DESA
IP, LLC, and EUR3,819,000 for the purchase of 100% of the shares
of stock of non-debtor indirect subsidiaries of DESA LLC, subject
to adjustment pursuant to the sale and purchase agreement.  In
addition to the purchase price, Atlantis will pay EUR680,744
irrevocably to DESA Poland, and DESA Poland will use said sum to
pay at the closing of the sale its residual net debit balance owed
to its affiliate, DESA, UK Ltd.

The Debtors have selected Atlantis Capital as stalking horse
bidder at the auction for the Trademark Assets and DESA units.
The Debtors will pay a EUR166,380 break-up fee to Atlantis in the
event the sale is awarded to another bidder at the auction.

The deadline for the submission of bids will be May 11, 2009, at
4:00 p.m. (Eastern Time).  Bids for the Trademark Assets and the
Non-Estate Shares must be for an amount equal to or in excess of
the sum of EUR200,000 plus the purchase price and the EUR680,744
required to be paid to DESA Poland, or if for the Trademark Assets
alone, equal to the sum of EUR200,000 plus EUR4,500,000.

Objections, if any, to the sale must be filed with the Court on or
before May 11, 2009, at 4:00 p.m. (Eastern Daylight Time).

If necessary, an auction will be held on May 14, 2009, at
10:00 a.m. (Eastern Time) at the offices of Pachulski Stang Ziehl
& Jones LLP, 929 North Market Street, 17th Floor, Wilmington, DE
19899.

The sale hearing will be held on May 15, 2009, at 10:30 a.m.
(Eastern Time).

A full-text copy of the approved bid procedures is available for
free at http://bankrupt.com/misc/DHP.BP.pdf

                        About DHP Holdings

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

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

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

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition, nka
DESA LLC, acquired on December 13, 2002, substantially all assets
of the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
December 24, 2007.  The sale closed on December 24, 2002.
Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.

The Hon. Walter Shapero of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Chapter 11 plan of DESA
Holdings and DESA Int'l on April 1, 2005, and Plan took effect the
same day.  The Chapter 11 cases of the former DESA Entities is
still active; However, activity occurring in those cases consists
of limited claims resolution, and required filing of necessary
post-confirmation reports and payment of post-confirmation fees.
No issues remain open between the Debtors and the former DESA
Entities.


DHP HOLDINGS: Wants Plan Filing Period Extended to August 26
------------------------------------------------------------
DHP Holdings II Corporation and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive period to propose a plan until August 26, 2009, and
their exclusive period to solicit acceptances of that plan until
October 26, 2009.

This is the Debtors' first request for the extension of their
exclusive periods.

The Debtors relate that they only recently obtained approval of
the bid procedures for the sale of their international trademark
assets, and have not had sufficient time to negotiate and prepare
adequate information for a viable plan and disclosure statement.

                        About DHP Holdings

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

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

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

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition, nka
DESA LLC, acquired on December 13, 2002, substantially all assets
of the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
December 24, 2007.  The sale closed on December 24, 2002.
Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.

The Hon. Walter Shapero of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Chapter 11 plan of DESA
Holdings and DESA Int'l on April 1, 2005, and Plan took effect the
same day.  The Chapter 11 cases of the former DESA Entities is
still active; However, activity occurring in those cases consists
of limited claims resolution, and required filing of necessary
post-confirmation reports and payment of post-confirmation fees.
No issues remain open between the Debtors and the former DESA
Entities.


DONALD JOE GIBSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors:  Donald Joe Gibson
                Rhonda Lynn Gibson
                2408 South County Road 900 East
                Plainfield, IN 46168

Bankruptcy Case No.: 09-06241

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtors' Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St. Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  Email: drk@hostetler-kowalik.com

Total Assets: $1,085,550

Total Debts: $1,951,976

According to its schedules of assets and liabilities, $1,722,090
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

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

      http://bankrupt.com/misc/insb09-06241.pdf

The petition was signed by the Joint Debtors.


DOUGLAS P. KUDELKA: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Douglas P. Kudelka
        5830 Picasso
        Houston, TX 77096

Bankruptcy Case No.: 09-33055

Chapter 11 Petition Date: May 4, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Larry A. Vick, Esq.
                  Attorney at Law
                  1143 Heights Blvd.
                  Houston, TX 77008
                  Tel: (713) 333-6440
                  Fax: (713) 343-4757
                  Email: lv@larryvick.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 Mr. Kudelka's petition, including his list
of 14 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/txsb09-33055.pdf

The petition was signed by Mr. Kudelka.


ENDEAVOUR HIGHRISE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Endeavour Highrise, L.P.
        3901 NASA Parkway
        Seabrook, TX 77586
        Tel: (281) 326-2800

Bankruptcy Case No.: 09-33151

Type of Business: The Debtor is a single-asset, real estate
company.

Chapter 11 Petition Date: May 4, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Matthew Hoffman, Esq.
                  Law Offices of Matthew Hoffman, p.c.
                  2777 Allen Parkway
                  Suite 1000
                  Houston, TX 77019
                  Tel: (713) 654-9990
                  Fax : 713-654-0038
                  Email: mhecf@aol.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mario Valenzuela               Goods and/or     $249,087.45
4722 Hawthorne St.             Services
Seabrook, TX 77586

DE Flooring                    Goods and/or     $209,449.48
2220 Gulf Freeway              Services
League City, TX 77573

Marine Inc.                    Goods and/or     $172,400.00
402 Bay Ave.                   Services
Kemah, TX 77565

Frank, Elmore,                 Goods and/or     $160,000.00
Lievens, Chesney &             Service
Turet, L.L.P.

Custom Components              Goods and/or     $114,078.95
                               Services

Templar Star Protective        Goods and/or     $99,907.08
Services                       Services

Kelley Technologies            Goods and/or     $88,953.36
                               Services

Schindler Elevator             Goods and/or     $79,361.92
                               Services

Universal Sprinkler            Goods and/or     $69,261.75
Corporation                    Services

Astro Fence                    Goods and/or     $49,766.34
                               Services

Quality Built                  Goods and/or     $46,188.64
                               Services

Marton Roofing                 Goods and/or     $44,011.88
                               Services

Chico/Alliance One             Goods and/or     $25,899.18
                               Services

Waste Management               Goods and/or     $25,783.28
                               Services

New Birth Cleaning             Goods and/or     $20,767.00
Service                        services

Alltex Glass                   Goods and/or     $16,207.58
                               Services

MEI-McCrory                    Goods and/or     $12,600.00
                               Services

WW Advertising                 Goods and/or     $10,506.68
                               Services

Randle Law Office              Goods and/for    $9,414.74
Ltd., L.L.P.                   Services

The petition was signed by Carlo Marzano, general partner.


General Growth Properties, Inc. Reports Results of Operations for
First Quarter 2009


FORD MOTOR: Three Firms Bid for Volvo Unit
------------------------------------------
Geely Holding Group Co. and at least three more bidders are
reviewing the books of Ford Motor Co.'s Volvo, Cathy Chan, Keith
Naughton, and Ambereen Choudhury at Bloomberg News report, citing
people familiar with the matter.

According to Bloomberg, the sources said that Geely sent a team to
Volvo's factory in Gothenburg, Sweden, in April to scrutinize the
company's financial records.

Bloomberg, citing people familiar with the matter, relates that
Ford is seeking $2 billion for Volvo, less than a third of what it
paid for the unit a decade ago.  Ford put Volvo up for sale in
December 2008 after the unit's U.S. sales dropped 31%, says
Bloomberg.

        Ford Tries Controlling Absenteeism to Cut Costs

Jeff Bennett at Dow Jones Newswires relates that Ford may cut a
few more millions in costs from its annual operations by
controlling absenteeism.

Dow Jones states that Ford CEO Alan Mulally credited much of the
Focus's future profitability to the new round of concessions it
forged with the United Auto Workers.  The report says that the
concessions are allowing Ford to close some of its attendance
loopholes by changing the rules on overtime and ending the
practice of paying cash for unused vacation.

Four years ago, Ford's absenteeism rate was 7.6%, Dow Jones says,
citing Ford manufacturing chief Joe Hinrichs.  The report quoted
Mr. Hinrichs as saying, "We can save up to $60 million with every
one% improvement in absenteeism.  In the past there were
opportunities for abuse by those that wanted to work the system.
That has changed."

According to Dow Jones, hourly employees are now paid overtime
after 40 hours of work instead of at the end of eight hour shifts,
and a worker can no longer cash in his unused vacation time for
pay at year-end.

Dow Jones states that UAW Vice President Bob King said that the
union had no problem supporting the changes.  According to the
report, Mr. King said, "Someone else has to pick up the load when
a person isn't there.  There is a definite negative impact on the
product when people aren't there."

"Absenteeism is a serious problem because of the costs associated
with keeping extra people to fill those slots and the impact on
efficiency.  If you have a team leader and he is busy covering for
the absent employee then he spends all his time on the line rather
than working to improve the operations," Dow Jones quoted Ron
Harbour, who produces an annual report on auto manufacturing for
consultant Oliver Wyman, as saying.

Matthew Dolan and Stephen Power at The Wall Street Journal relates
that Ford Motor isn't planning to match the temporary shutdown of
auto manufacturing plants and widespread closure of car
dealerships outlined in recent days by General Motors Corp. and
Chrysler LLC.  Citing Mr. Hinrich, WSJ states that GM won't mimic
the scaled-back production at its rivals, who have been hit by
cars and trucks piling up unsold on dealers' lots.  "We have our
inventory under control," the report quoted Mr. Hinrichs as
saying.

The precarious state of auto parts suppliers remains Ford's
greatest concern after Chrysler filed for bankruptcy protection,
WSJ says, citing Ford executive chairperson Bill Ford.  Mr. Ford,
according to WSJ, said that he was confident that the auto task
force fully understood the need to support the industry's shared
supplier base.

According to WSJ, Ford CEO Alan Mulally said that the Company
wouldn't accelerate or alter its plans to cut the number of its
dealerships in the U.S., as the Company was already making good
progress in reducing the number of its dealers, largely in
metropolitan areas where Ford has too many.

Mr. Ford, WSJ reports, has agreed with those who have cautioned
that a significant increase in government fuel-economy standards
may not be prudent while gas prices remain low.

WSJ notes that Mr. Mr. Ford has long been a vocal advocate inside
the Company of pursuing more environmentally friendly policies
including the electrification of vehicles.  According to WSJ, Mr.
Ford said that he favors a gas tax to help stabilize gas prices,
which then could help Ford and other automakers who are investing
in small cars and electrified vehicles.

       Ford Invests $550MM to Build New Global Small Cars

Ford is investing $550 million to transform its Michigan Assembly
Plant into a lean, green and flexible manufacturing complex that
will build Ford's next-generation Focus global small car along
with a new battery-electric version of the Focus for the North
American market.

The plant, formerly the production site for Ford Expedition and
Lincoln Navigators SUVs, is one of three North American light
truck plants Ford is retooling to build fuel-efficient global
small cars in the coming years.  The new Focus will begin rolling
off the line next year and the battery-electric version of the
Focus -- Ford's first all-electric passenger car -- debuts in
2011.

As part of the retooling, Ford will consolidate its operations
from Wayne Assembly Plant.  When production launches in 2010,
approximately 3,200 employees will be building the new Focus at
Michigan Assembly Plant.  At the plant, Ford and United Auto
Workers are developing modern new operating practices to ensure
high quality and even greater efficiency.

"The transformation of Michigan Assembly Plant embodies the larger
transformation under way at Ford," said Mr. Alan Mulally.  "This
is about investing in modern, efficient and flexible American
manufacturing.  It is about fuel economy and the electrification
of vehicles.  It is about leveraging our expertise and vehicle
platforms around the world and partnering with the UAW to deliver
best-in-class global small cars.  It is about skilled and
motivated teams working together in new ways to create the future
of automobile manufacturing in the United States."

The reinvention of Michigan Assembly, once one of the world's most
profitable auto plants during the SUV boom of the late 1990s, is
rooted in the fundamental strategic shift by Ford to leverage its
global assets to bring six world-class small cars to the American
market by the end of 2012.  To produce the vehicles, Ford is
converting three truck and SUV plants to car plants -- Michigan
Assembly, Cuautitlan Assembly in Mexico, which begins building the
new Fiesta subcompact early next year; and Louisville Assembly,
which will be converted to produce small vehicles from Ford's
global Focus platform beginning in 2011.

The new Focus is being developed in Europe -- where Ford is a
leader in small cars -- off a new global C-car platform.  Over
time, the new platform will be the basis for more than 2 million
units annually around the world, including Focus and other
derivatives, allowing Ford to leverage economies of scale to
improve investment efficiency.

The zero-emission Focus battery-electric vehicle, which is being
developed in partnership with Magna International, features a
high-voltage electric motor powered by a high capacity Lithium Ion
battery pack and charged by plugging in to a 110-volt or 220-volt
outlet.  The vehicle is one part of a larger strategy Ford
announced in January to develop electric vehicles for North
America quickly and affordably by leveraging its global platform
capability.

In addition to the Focus battery electric vehicle, Ford is
collaborating with Smith Electric to sell a Transit Connect
battery electric commercial vehicle for North America in 2010.
Ford's product plans also include a next-generation hybrid vehicle
in 2012 and a plug-in hybrid vehicle in 2012.

"We're changing from a company focused mainly on trucks and SUVs
to a company with a balanced product lineup that includes even
more high-quality, fuel-efficient small cars, hybrids and all-
electric vehicles," said Mark Fields, Ford's president of The
Americas.  "As customers move to more fuel-efficient vehicles,
we'll be there with more of the products they really want."

Investing in American manufacturing

The $550 million investment in Michigan Assembly includes more
than $430 million in manufacturing investment at the site, as well
as $120 million for launch and engineering costs.  In addition,
Ford will be making significant investment in supplier tooling to
support the plant.

The state of Michigan, Wayne County and the city of Wayne
contributed more than $160 million in tax credits and grants to
support Ford's expansion opportunities.  Key elements include:

     -- tax incentives based on job retention at the site;

     -- a Brownfield tax incentive for economic rehabilitation of
        the site;

     -- tax incentives to support integration of advanced
        batteries into new product development programs; and

     -- local property tax incentives for new investments at the
        site.

Michigan Assembly Plant will be designated as the state's first
automotive technology anchor site.  This designation will support
Ford's efforts by providing additional tax incentives to locate
advanced technology suppliers in Michigan, related to future
automotive technology applications.

Michigan Assembly Transformation

At the heart of the plant's manufacturing transformation is a
flexible body shop operation, which uses reprogrammable tooling in
the body shop, standardized equipment in the paint shop and a
common-build sequence in final assembly, enabling production of
multiple models in the same plant.

Aiding in the implementation of flexible manufacturing is Ford's
industry-leading virtual manufacturing technology.  In the virtual
world, engineers and plant operators evaluate tooling and product
interfaces before costly installations are made on the plant
floor. This method of collaboration improves launch quality and
enables speed of execution.

In a flexible body shop, at least 80% of the robotic equipment can
be programmed to weld various sized vehicles.  This "non-product
specific" equipment gives the body shop its flexibility and
provides more efficient use of the facility.

The plant also will employ an efficient, synchronous material
flow, where the material will move in kits to each operator,
providing employees with the tools they need in the sequence they
will need them.  The plant features an integrated stamping
facility, which allows the stamping and welding of all large
sheet-metal parts on-site, ensuring maximum quality and minimum
overhead.

Modern Work Rules

Along with the physical transformation at Michigan Assembly Plant,
the UAW and Ford are working on a framework of new and class-
leading operating practices that will enable the plant to operate
at a high level of productivity while producing best-in-class
quality products in a safe work environment.

As part of this framework, Ford and the UAW are committed to
establishing a strong, progressive culture at Michigan Assembly
Plant that is based on teamwork, joint problem solving and
continuous improvement.

"The UAW is a key partner in enabling us to build these world-
class vehicles competitively in the United States," said Joe
Hinrichs, group vice president, Global Manufacturing and Labor
Affairs. "This agreement will allow the work force to build on
their quality commitment while improving productivity at the
plant."

                         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 APARTMENTS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gardner Apartments LLC
        6902 Ford Dr NW
        Gig Harbor, WA 98335

Bankruptcy Case No.: 09-14313

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: James L. Day, Esq.
                  Bush Strout & Kornfeld
                  601 Union St Ste 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104
                  Email: jday@bskd.com

Total Assets: $3,012,118

Total Debts: $4,925,831

According to its schedules of assets and liabilities, $2,462,578
of the debt is owing to secured creditors, $197,329 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A full-text copy of the Debtor's petition, including its list of 6
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/wawb09-14313.pdf

The petition was signed by Donald L. Gardner, manager of the
Company.


GENERAL GROWTH: Releases 1st Quarter 2009 Results
-------------------------------------------------
General Growth Properties, Inc. released on May 6 its first
quarter 2009 operating results.  For the first quarter of 2009,
Core Funds From Operations (Core FFO) per fully diluted share were
a loss of $0.38, Funds From Operations (FFO) per fully diluted
share were a loss of $0.52 and Earnings per share - diluted (EPS)
were a loss of $1.27. In the comparable 2008 period, Core FFO per
fully diluted share were $0.74, FFO per fully diluted share were
$0.73 and EPS were $0.01. The declines in Core FFO and FFO are
primarily attributable to provisions for impairment, termination
income and restructuring costs related to the development of
alternatives to address our current liquidity and financing
situations. A Supplemental Schedule of Significant FFO Items that
Impact Comparability is provided with this release. In addition,
the 2008 results have been restated to reflect the adoption of two
accounting pronouncements as of January 1, 2009 that required
retrospective application.

General Growth previously filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy
Court for the Southern District of New York.  "Although
approximately 166 of our regional malls and certain other
subsidiaries have also sought voluntary protection in related
Chapter 11 filings, our property management subsidiary, certain of
our wholly-owned subsidiaries, and our joint ventures, either
consolidated or unconsolidated, have not sought such protection,"
the Company said.  The Bankruptcy Court has ruled to allow joint
administration of these cases and has approved, on an interim
basis, certain "first day" motions generally designed to permit
continued normal operations and covering, among other things,
employee obligations, critical service providers, tax matters,
insurance matters, tenant obligations, cash management and cash
collateral. These motions are subject to a final hearing before
the Bankruptcy Court on May 8, 2009.

The Company intends to pursue a plan of reorganization that
extends mortgage maturities and reduces its corporate debt and
overall leverage.  "We intend to work with our various lenders and
other constituencies to emerge from bankruptcy as quickly as
possible while executing on a plan of reorganization that
preserves GGP's integrated, national business operations," the
Company stated.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

    * Core FFO is defined as Funds From Operations excluding the
Real Estate Property Net Operating Income (NOI) from the Master
Planned Communities segment and the benefit from (provision for)
income taxes.  Core FFO for the first quarter of 2009 was a loss
of $122.9 million or $0.38 per fully diluted share as compared to
a positive $220.3 million or $0.74 per fully diluted share for the
first quarter of 2008.  The primary reason for the Core FFO
decline is the approximately $279.8 million of Core FFO
impairments recognized in the first quarter of 2009, as detailed
in our Supplemental Schedule of Significant FFO Items that Impact
Comparability included with this release.  No significant
impairments were recognized in the first quarter of 2008.  In
addition, approximately $38.3 million of restructuring costs were
incurred in 2009 whereas no such restructuring costs were incurred
in the first quarter of 2008.  With respect to minimum rents,
approximately $11.7 million more of termination income was
recognized in 2008 than in 2009.

    * FFO per fully diluted share was a loss of $0.52 in the first
quarter of 2009. FFO for the quarter was a loss of $165.9 million
as compared to $216.9 million in the first quarter of 2008. In
addition to the items detailed in the Supplemental Schedule of
Significant FFO Items that Impact Comparability, we experienced
land sales declines in the Master Planned Community segment
discussed below.

    * EPS for the first quarter of 2009 were a loss of $1.27 per
share versus earnings of $0.01 in the first quarter of 2008. Our
first quarter 2009 EPS were significantly impacted by the FFO
items discussed above as well as increased depreciation due to the
scheduled acquisition of The Shoppes at The Palazzo in 2008.

SEGMENT RESULTS

Retail and Other Segment

    * NOI for the first quarter of 2009 was $608.6 million, a
decrease of approximately 4.1% from the $634.5 million reported in
the first quarter of 2008.  Minimum rents in the first quarter of
2009 declined approximately $2.7 million as compared to the same
period of 2008 due to the 2008 sale of three office buildings and
two office parks.  Temporary tenant revenues, other revenues
(including sponsorship, vending, parking and advertising) and
overage rents declined in 2009 due to decreases in occupancy and
the overall weakness of the retail economy.  Weaknesses in certain
of our tenants' businesses also led to an $8.6 million increase in
our provision for doubtful accounts in 2009 as compared to 2008.
In addition, other revenues declined in 2009 due to a loss on sale
of outparcel land of $3.9 million whereas 2008 had outparcel sales
gains of approximately $4.3 million.

    * Revenues from consolidated properties were $ 757.6 million
for the first quarter of 2009, a decline of 5.1% compared to
$798.3 million for the same period in 2008.  The majority of this
decline is due to the items impacting FFO.

    * Revenues from unconsolidated properties, at the Company's
ownership share, increased to $152.1 million or 3.8% compared to
$146.6 million in the first quarter of 2008.  This increase was
primarily due to the completion and commencement of operations at
the Natick Collection in 2008.

    * Total tenant sales declined 6.1% and comparable tenant sales
declined 6.7% in 2009, both on a trailing 12 month basis, compared
to the same period last year.

    * Comparable NOI from consolidated properties in the first
quarter of 2009 declined by 4.4% compared to the first quarter of
2008. Comparable NOI from unconsolidated properties at the
Company's ownership share in the first quarter of 2009 increased
by approximately 3.7% compared to the first quarter of 2008. In
the aggregate, comparable segment NOI decreased 3.3% as compared
to the first quarter of 2008.

    * Retail Center occupancy decreased to 90.9% at March 31,
2009, compared to 92.5% at December 31, 2008 and 92.7% at March
31, 2008.

    * Sales per square foot for first quarter 2009 (on a trailing
twelve month basis) were $427 versus $438 for the fourth quarter
2008 and $460 in the first quarter of 2008.

Master Planned Communities Segment

    * NOI in the first quarter of 2009for the Master Planned
Communities segment was a loss of $54.4 million for consolidated
properties and income of $0.3 million for unconsolidated
properties as compared to a loss of $0.9 million and income of
$7.7 million, respectively, in the first quarter of 2008. As
detailed in the Supplemental Schedule of FFO Items that Impact
Comparability, the NOI loss in the first quarter of 2009 is due
primarily to the $52.8 million provision for impairment related to
the agreement to sell substantially all of our remaining acreage
at the Fairwood Community in a single bulk sale, a transaction
which is expected to be completed in the third quarter of 2009.
NOI remains negative for certain other communities as operating
expenses cannot be completely eliminated despite the significant
reduction in current sales revenues.

    * Land sale revenues in the first quarter of 2009were
approximately $9.0 million for consolidated properties and
approximately $5.1 million for unconsolidated properties, compared
to $9.1 million and $23.1 million, respectively, in the first
quarter of 2008.

                       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: Renault Eyeing Saturn; Geely Bids for Saab Unit
---------------------------------------------------------------
John D. Stoll and Norihiko Shirouzu at The Wall Street Journal
report that General Motors Corp.'s Saturn and Saab units have
attracted two potential buyers.

WSJ says that GM is considering several options for Saturn,
including the closure of the unit.  Citing people familiar with
the matter, WSJ states that Renault SA, which controls Nissan
Motor Corp. and Samsung Motors, has joined the list of Saturn's
suitors and is in talks with GM about potentially acquiring the
brand.

People familiar with the matter said that Saturn would be
Renault's launching pad for growth in North America, WSJ relates.
According to WSJ, the sources said that under a deal being
negotiated, Renault could eventually use the Saturn network of
400-plus dealers to sell its own cars, including vehicles made by
Renault or Samsung and sold as Saturns.  WSJ, citing one of the
sources, states that Renault could eventually build Saturn
vehicles in the U.S. if the brand supports solid sales volumes.
WSJ says that any move with Saturn will require the approval of
the U.S. Treasury Department.

WSJ states that any buyer of the Saturn division likely wouldn't
put direct cash in the deal, but would need to take on liabilities
and the costs of running the business.  GM, says the report,
currently aims to stop building Saturn's five models by year-end.

Some of these dealers have been working to save Saturn by forming
investor groups or helping GM find a buyer for the brand. GM may
be open to building Saturn products on a contract basis under the
right circumstances.

                        Geely Wants Saab

According to WSJ, people familiar with the matter said that Geely
Automobile Holdings Ltd. has submitted a bid to acquire GM's Saab
unit.

Citing people familiar with the matter, WSJ states that a team of
Geely executives traveled to Sweden during the past few weeks to
tour Saab's production and research-and-development facilities,
and to meet with members of the Swedish auto maker's management
team, before submitting a bid for Saab.

WSJ relates that Geely, which is one of "three to four" serious
bidders for Saab, submitted a bid earlier for Ford Motor Co.'s
Volvo unit in Sweden.  WSJ notes that the Saab bid could be
designed to pressure Ford to respond to Geely's bid for Volvo, or
to raise Geely's chances of acquiring a foreign car maker in case
the Volvo effort fails.

If an automaker or an investor is bidding for Saab to shift its
production out of Sweden, that might not bode well with the
Swedish government, which is moving to provide loan guarantees to
bail Saab out of its financial trouble, WSJ says citing Saab
spokesperson Eric Geers.

    Analyst Doubt U.S. Govt Could Recover Money Lent to GM

Josh Mitchell and Eric Morath at Dow Jones Newswires report that
financial analysts doubt on GM's ability to repay the U.S.
government loans, given the Company's debt load and sales outlook.

According to Dow Jones, GM has admitted that it can't repay the
U.S. loans in the original time frame and is proposing that the
U.S. Treasury Department accept majority ownership -- a 51% stake
-- of the Company in exchange for wiping out about $10 billion in
debt.  Talks on this proposal are ongoing, says Dow Jones.

Citing analysts, Dow Jones relates that the government still may
lose at least some of the $15.4 billion it has lent GM since
January 2009.  Dow Jones states that the analysts said that it
would likely take years of profits and a significant appreciation
of GM's value for the government to get back all of its money, a
time frame which, according to Dow Jones, would appear to conflict
with the Obama administration's insistence that any government
takeover of the Company be short-lived.

Dow Jones quoted Moody's Economy.com director Joe Brusuelas as
saying, "Should a GM bankruptcy not proceed as the government
wishes, or demand for GM automobiles doesn't rebound, there is an
outsized risk that the government could sustain substantial
losses."

With a stake in GM, the U.S. government "will be left to wait, and
hope that GM can pull out of this nosedive and be a successful
company when this is done," Dow Jones states, citing IHS Global
Insight automotive analyst Aaron Bragman.

                     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.


GLOBAL GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Global Group, Inc.
        4901 North Beach
        Fort Worth, TX 76137

Bankruptcy Case No.: 09-42719

Chapter 11 Petition Date: May 4, 2009.

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

Judge: Russell F. Nelms

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey & Prostok, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  Email: jpp@forsheyprostok.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file list of creditors together with its
petition.

The petition was signed by James S. Wolf, chairman and director.


GOLDEN CROSSING: Moody's Downgrades Senior Secured Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded Golden Crossing Finance Inc.
underlying rating for the backed senior secured bank facilities to
B1 from Ba1.  The outlook is developing.  This concludes the
review for possible downgrade that was initiated on April 16,
2009.

The downgrade reflects the lack of final resolution with respect
to a cross default provision in GCFI's loan agreement which could
be triggered under certain circumstances related to one of the
monoline insurers, i.e. XL Capital Assurance (UK) Ltd (a.k.a.
Syncora, rated Ca, developing outlook).  As indicated when GCFI's
senior secured rating was put under review for downgrade on April
16, 2009, the cross default trigger is now a key immediate risk
for the project company.  Syncora has announced that it was
suspending claims payments as of April 26, 2009 (which did not
trigger the cross default provision under the GCFI loan agreement)
and the deadline of May 29 for completing a successful
restructuring is approaching rapidly.  Moody's is also aware that
the regulators could seek Syncora's liquidation or rehabilitation
earlier than May 29.  As a result, the risk that a cross default
could be triggered before any final resolution is reached is
increasing.  The risk is heightened by the fact that the loan
documents are very complex and involve multiple parties.  From a
construction point of view, the project remains on time and budget
with substantial completion expected by the end of the month.

The outlook is developing reflecting the possibility of two
opposite outcomes.  If the cross default provision is dealt with
permanently before it can be triggered, the rating of GCFI could
be upgraded.  The extent of the upgrade would be dictated by the
conditions, if any, associated with the resolution of the cross
default provisions.  If however, there is no final satisfactory
solution, the rating of GCFI is more likely to converge with that
of Syncora.

The last rating action was on April 16, 2009 when GCFI was put
under review for possible downgrade.

Debt list:

  -- Insured Senior Secured Bank Credit Facilities:
     C$963.4 million.

Golden Crossing Finance and Golden Crossing General Partnership
are special purpose vehicles indirectly owned by Bilfinger Berger
AG (not rated).  Both GCFI and GCGP are headquartered in
Vancouver, British Columbia.  GCFI is the financial conduit
created to provide funding to GCGP for the development of the
Golden Ears Bridge project, which consists of a new six-lane
bridge across the Fraser River east of Vancouver, British
Columbia, and approximately 13 kilometres of new and existing
roads.  The project is a Public Private Partnership with the South
Coast British Columbia Transportation Authority.


GSCP LP: Failure to Pay Principal Loan Cues S&P's 'D' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit rating on GSCP (NJ) L.P. to 'D' from 'B'.

"The rating action follows the management company's failure in
April 2009 to pay a scheduled principal payment on its term loan
due in February 2012," explained Standard & Poor's credit analyst
Chris C. Cary.  GSCP is currently negotiating a restructured loan
agreement with its lender.

S&P does not foresee GSCP raising adequate new fee-generating
funds under management.  In S&P's view, it is also unlikely that
GSCP could viably reduce operating costs further to improve its
cash position.  In addition, in S&P's opinion, it is likely that
the management company could experience significant further write-
downs in its investment portfolio.

If GSCP and its lender agree on a loan restructuring, S&P could
review the rating.


GUROSA CORPORATION: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gurosa Corporation
        P.O. Box 1911
        Brownsville, TX 78522
        Tel: (956) 546-5573

Bankruptcy Case No.: 09-10261

Chapter 11 Petition Date: May 4, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Joseph G. Soliz, Esq.
                  Soliz Law Firm PLLC
                  2500 City West Blvd., Ste. 300
                  Houston, TX 77042
                  Tel: (713) 228-8922
                  Fax: (713) 228-8959
                  Email: jsoliz@aol.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 thousand to $500 thousand

The Debtor's Largest Unsecured Creditors:

  Entity                         Nature of Claim   Claim Amount
  ------                         ---------------   ------------
Cameron County Tax             Prop. Tax Claim        $16,000
   Assessor-Collector
964 East Harrison St.
Fist Floor Administration Bldg.
Brownsville, TX 78520

Port Isabel ISD                Prop. Tax Claim         $2,008
101 Port Road
Port Isabel, TX 78578

Texas Southmost College Dist.  Prop. Tax Claim         $1,l00
80 Fort Brown
Brownsville, TX 78520

Brownsville ISD                Prop. Tax Claim            $900

Lago Viejo Homeowners'         Prop. Tax Claim            $350
   Association, Inc.

Brownsville Navigation         Prop. Tax Claim            $100
   District

The petition was signed by Guillermo Vega, Jr., president of the
Company.


HEALTH NET: S&P Affirms Counterparty Credit Rating at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
counterparty credit rating on Health Net Inc.  At the same time,
Standard & Poor's affirmed its 'BBB-' counterparty credit and
financial strength ratings on Health Net's core operating
subsidiaries, Health Net of California Inc. and Health Net Life
Insurance Co.  S&P also affirmed the 'BB+' counterparty credit and
financial strength ratings on the company's strategically
important subsidiary, Health Net Health Plan of Oregon Inc.
Finally, S&P affirmed the 'BB+' counterparty credit and financial
strength ratings on the nonstrategic subsidiaries, which are
Health Net of Arizona Inc. and Health Net of the Northeast Inc.'s
operating subsidiaries, Health Net of Connecticut Inc., Health Net
of New Jersey Inc., Health Net of New York Inc., and Health Net
Insurance of New York Inc.  The outlook on all of the ratings
remains negative.

"The ratings reflect the consolidated group's well-established
competitive position in its core California marketplace,
meaningful earnings and cash flow diversity from subsidiaries'
government contracts (Health Net Federal Services LLC and Managed
Health Network Inc.), and conservative parent company debt
leverage," said Standard & Poor's credit analyst Neal Freedman.
"Offsetting these positive factors are concerns regarding Health
Net's operating performance deterioration and the company's
limited product scope."

Standard & Poor's also revised its group status of some of Health
Net Inc.'s operating subsidiaries following the company's
announcement that it is looking at strategic alternatives for
these subsidiaries.  S&P revised the group status of Health Net of
Arizona Inc. and the operating subsidiaries of Health Net of the
Northeast Inc. to nonstrategic from strategically important.

Health Net operates one of the largest HMOs in California, which
is characterized by a relatively concentrated population.  The
company's insured membership in California (excluding Medicare
Part D Prescription Drug Plan enrollment) totaled about
2.3 million as of year-end 2008, which constituted 72% of
consolidated insured membership as of Dec. 31, 2008.  The
California operations have contributed significantly to the
company's ability to provide liquidity to the parent and to fund
growth internally.


HILL COUNTRY GALLERIA: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Austin Business Journal reports that Hill Country Galleria, L.P.,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of Texas, three weeks
after it was posted for foreclosure.

Bankruptcy will let Hill Country Galleria to restructure its
construction loan, Business Journal states, citing Opus West
Corp., the Company's parent.  According to Business Journal, Hill
Country Galleria failed to refinance the project's short-term
loan, which resulted in the foreclosure posting in April 2009.

Court documents say that Hill Country Galleria listed $100 million
to $500 million in assets and $100 million to $500 million in
liabilities.  Business Journal says that Hill Country Galleria has
200 to 999 in creditors.

Opus South, an Atlanta-based division of Opus West, also filed for
bankruptcy protection, Business Journal states.

Hill Country Galleria, L.P., is a mall in Bee Cave, Texas.  Hill
Country Galleria opened in 2007 and is anchored by Dillard's,
Barnes & Noble and Dick's Sporting Goods.


HENDRIX RECYCLING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hendrix Recycling Inc.
        940 E Broadway Rd
        Phoenix, AZ 85040

Bankruptcy Case No.: 09-09384

Chapter 11 Petition Date: May 4, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Ronald J. Ellett, Esq.
                  Ellett Law Offices, P.C.
                  2999 North 44th Street
                  Suite 550
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098
                  Email: rjellett@ellettlaw.phxcoxmail.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 Steven Hendrix, president of the
Company.


HERSCHEL GLENN BURGESS: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Joint Debtors:  Herschel Glenn Burgess, Jr.
                 aka Bud Burgess
                 dba Burgess Ranches
                 mem Burgess LLC
                 mem Burgess II LLC
               Isabelle Hollister Burgess
                 aka Busy Burgess
               23970 North Road
               Eckert, CO 81418

Bankruptcy Case No.: 09-18410

Chapter 11 Petition Date: May 5, 2009

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

Judge: Michael E. Romero

Debtors' Counsel: Guy B. Humphries, Esq.
                  1801 Broadway
                  Ste. 1100
                  Denver, CO 80202
                  Tel: (303) 832-0029
                  Fax: (303) 382-4165
                  Email: guyhumphries@msn.com

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

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

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

     http://bankrupt.com/misc/cob09-18410.pdf

The petition was signed by the Joint Debtors.


HILL COUNTRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hill Country Galleria, L.P.
        12912 Hill Country Blvd., Suite T-100
        Bee Cave, TX 78738

Bankruptcy Case No.: 09-11175

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Debtor's Counsel: Bryan L. Elwood, Esq.
                  Greenberg Traurig, LLP
                  2200 Ross Avenue, Suite 5200
                  Dallas, TX 75201
                  Tel: (214) 665-3641
                  Fax: (214) 665-5941
                  Email: elwoodb@gtlaw.com

Type of Business: The company is a single asset real estate
debtor.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

  Entity                         Nature of Claim    Claim Amount
  ------                         ---------------    ------------
Tony C's 71, LP             Tenant Improvements       $108,709
Attn: Dan Ciola
1310 Highway 620 South
Austin, TX 78734

Art Attack, Inc.            Tenant Improvements        $85,920
Attn: Linda Racino
303 Jack Nicklaus Drive
Austin, TX 78738-1714

Land-Bishop Realthy, Inc.   Tenant Improvements        $78,446
13420 Galleria Circle,
Suite A105
Austin, TX 78738-5373

Twin Liquors                  Security Deposit         $35,000

Hill Country Fitness, LLC   Tenant Improvements        $26,086

Tokyo Steak/Shiro             Security Deposit         $17,250

Angels Nail & Tan             Security Deposit         $14,000

Sideline Ventures, LLC        Security Deposit         $13,635

Ambrust & Brown LLP              Legal Fees            $12,973

STG Design Inc.                Space Planning          $11,327

Galleria Toys, LLC            Security Deposit          $9,828

Morehead Brokerage, LLC       Lease Commission          $8,350

Apricot Lanes                 Security Deposit          $7,026

Delta Survey Group Inc.            Survey               $6,802

Dogadillo Inc.                Security Deposit          $6,000

Zoltan David                  Security Deposit          $5,908

RTG Business Enterprises, LP  Security Deposit          $5,159

Birgitte, Inc.                Security Deposit          $4,910

Sunglass Hut Trading Corp.   Tenant Improvement         $4,137

Falcon Realty Advisors       Leasing Commission         $2,542

The petition was signed by John Greer, Vice President of OWC Hill
Country, Inc., the general partner of the Debtor.


HOST HOTELS: S&P Assigns 'BB+' Rating on $350 Mil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior rating (two notches above the 'BB-' corporate credit
rating) and its '1' recovery rating to Host Hotels & Resorts
L.P.'s proposed $350 million senior notes due 2017, reflecting
S&P's expectation that lenders would achieve significant (90% to
100%) recovery in a simulated payment default scenario.  Proceeds
from the proposed notes issue will be used primarily to repay
about $200 million in revolver balances (as of March 2009) and to
repay the company's $135 million Westin Kierland mortgage due
2009.  In addition, S&P affirmed all ratings and the rating
outlook is negative.

"The rating reflects Host's highly leveraged financial risk
profile and, as a real estate investment trust, its reliance on
external sources of capital for growth," said Standard & Poor's
credit analyst Emile Courtney.  The company's high-quality and
geographically diversified hotel portfolio within the U.S. of 116
owned hotels and approximately 63,000 rooms, high barriers to
entry for new competitors because of its hotels' locations
(primarily in urban and resort markets or close to airports), its
strong brand relationships, and experienced management team temper
these factors.

In addition to the proposed debt issuance, Host issued
$500 million in common equity in April, which the company said it
will use for debt repayment.  Following the equity issuance (and
not including the proposed debt issuance), Host has more than
$1.1 billion in cash and is well positioned to meet near-term
maturities.  These include, if needed, the company's $175 million
San Diego Marriott Hotel & Marina mortgage due 2009 (which Host
has stated it plans to refinance by July 2009), and the remaining
$325 million in 3.25% exchangeable senior debentures that holders
can put to Host in April 2010.

In addition, Host released its first-quarter 2009 earnings in
April 2009 and lowered its view of 2009 revenue per available room
to a decline of 18% to 20% (from a decline of 12% to 16%) and its
2009 adjusted EBITDA expectation to $800 million to $850 million
(from $850 million to $930 million).  The company's lowered 2009
adjusted EBITDA guidance translates into a year-over-year decline
of about 40%, from a previously expected decline of about 35%.
This primarily is the result of the negative impact of the current
lodging cycle because the pace of business and leisure travel
demand has worsened and Host's operating leverage as a hotel owner
and its concentration in upscale and luxury price segments.


HOUSTON REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Houston Real Estate Properties, LLC
        2500 West Loop South, Suite 255
        Houston, TX 77027

Bankruptcy Case No.: 09-33215

Chapter 11 Petition Date: May 5, 2009

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

Debtor's Counsel: Leonard H. Simon, Esq.
                  Pendergraft & Simon L.L.P.
                  2777 Allen Parkway
                  Ste 800
                  Houston, TX 77019
                  Tel: (713) 528-8555
                  Fax: (832) 202-2810
                  Email: lsimon@pendergraftsimon.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 Naeem Choudhri, manager of the Company.


JENNIFER NGUYEN: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jennifer Nguyen
        8263 Lily Ave
        Westminster, CA 92683

Bankruptcy Case No.: 09-14110

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Bryan L. Ngo, Esq.
                  Blue Capital Law Firm, P.C.
                  14441 Brookhurst St Ste 8
                  Garden Grove, CA 92843
                  Tel: (714) 839-3800
                  Fax: (714) 839-1887
                  Email: bngo@bluecapitallaw.com

Total Assets: $2,158,954

Total Debts: $2,231,736

According to its schedules of assets and liabilities, $2,087,745
of the debt is owing to secured creditors, $25,626 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A full-text copy of the Ms. Nguyen's petition, including her list
of 11 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-14110.pdf

The petition was signed by Ms. Nguyen.


JOHN LAWRENCE JONES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: John Lawrence Jones
          aka Johnny L. Jones
        PO Box 12657
        Dallas, TX 75225

Bankruptcy Case No.: 09-32845

Chapter 11 Petition Date: May 4, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Gregory Alan Whittmore, Esq.
                  5910 N. Central Expwy., Suite 1010
                  Dallas, TX 75206
                  Tel: (214) 891-6277
                  Email: kearsage@msn.com

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

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

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

     http://bankrupt.com/misc/txnb09-32845.pdf

The petition was signed by Mr. Jones.


JUDY ANN JENSEN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Judy Ann Jensen
           aka Judith Ann Jensen
           aka J. Selch Sensen
        32101 E Nine Dr
        Laguna Niguel, CA 92677

Bankruptcy Case No.: 09-14106

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Jerome Edelman, Esq.
                  17671 Irvine Blvd Ste 220
                  Tustin, CA 92780
                  Tel: (714) 505-2700
                  Fax: (714) 505-9424
                  Email: Edelman@fea.net

Total Assets: $4,367,755

Total Debts: $3,555,484

According to its schedules of assets and liabilities, $3,456,497
of the debt is owing to secured creditors, $43,686 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A full-text copy of the Ms. Jensen's petition, including her list
of 8 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cab09-14106.pdf

The petition was signed by Ms. Jensen.


LISBON VALLEY: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Lisbon Valley Mining Co., LLC
                P.O. Box 248
                La Sal, UT 84530

Case Number: 09-24486

Involuntary Petition Date: May 4, 2009

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Petitioner's Counsel: Scott S. Bridge, Esq.
                      sbridge@keslerrust.com
                      Kesler & Rust
                      68 South Main Street, 2nd Floor
                      Salt Lake City, UT 84101
                      Tel: (801) 532-8000
                      Fax: (801) 531-7965

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Wheeler Machinery              rental               $25,911
4901 W. 2100 S.
Salt Lake City, UT 84120

Fenner Dunlop                  fuel                 $113,261
1715-B E. Broadway
Farmington, NM 87401

Fraley & Co.                   services             $14,014
PO Box Drawer W
Cortez, CO 81321


MANDRA FORESTRY: Moody's Cuts Corporate Family Rating to 'Ca'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa1 the
corporate family rating of Mandra Forestry Holdings Ltd and senior
unsecured rating of notes issued by Mandra Forestry Finance Ltd
and guaranteed by Mandra.  The outlook for the ratings is
negative.

"The rating downgrade follows Mandra's letter to note holders
indicating that the company does not currently intend to make its
May 15, 2009 interest payment on the notes until its liquidity
situation improves," says Wonnie Chu, a Moody's Analyst.

"This could be a result of the draw-down of the working capital
facility in China, or the completion of the proposed acquisition
and related restructuring," says Chu, also Moody's lead analyst
for the company.

"Moody's believes that the possibility of missing the interest
payment is high; the downgrade to Ca therefore reflects the low
expected recovery rate for note holders," she adds.

The negative outlook reflects the uncertainty over the outcome of
Mandra's debt restructuring process.

Mandra's ratings were assigned by evaluating factors Moody's
believes are relevant to its credit profile, such as its i)
business risk and competitive position versus others within its
industry; ii) capital structure and level of financial risk; iii)
projected performance 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 Mandra's core industry; the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

The last rating action with respect to Mandra was on December 15,
2008, when its ratings were downgraded to Caa1 from B3 with a
negative outlook.

Mandra Forestry Holdings Ltd is a holding company in which Mandra
Capital holds 75%, Sino-Forest 15% and Morgan Stanley 10%.  It is
engaged in forestry plantation activities in China's Anhui and
surrounding provinces.


MARGAUX ROCKPORT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Margaux Rockport Partners, Ltd.
        14900 Landmark Blvd.
        Suite 610
        Dallas, TX 75254

Bankruptcy Case No.: 09-32850

Chapter 11 Petition Date: May 5, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Vickie L. Driver, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue
                  Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: vdriver@pronskepatel.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 Donald L. Silverman.


MARSHALL W. CRISS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marshall W. Criss
        3315 Windemere Lane
        Memphis, TN 38125

Bankruptcy Case No.: 09-24873

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Toni Campbell Parker, Esq.
                  P.O. Box 240666
                  Memphis, TN 38124-0666
                  Tel: (901) 483-1020
                  Email: tparker001@bellsouth.net

Total Assets: $1,146,330

Total Debts: $882,678

According to its schedules of assets and liabilities, $333,890 of
the debt is owing to secured creditors, $26,953 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/tnwb09-24873.pdf

The petition was signed by Mr. Criss.


MARY SCHOOLER: Involuntary Chapter 7 Case Summary
-------------------------------------------------
Alleged Debtor: Mary Catherine Schooler
                12 Edgewater Drive
                Amarillo, Tx 79106

Case Number: 09-20261

Debtor-affiliates filing subject to Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
Maurice Schooler Jones                             09-20263
Louise Conley Jones                                09-20264
Catherine D. Koehler Jones                         09-20265

Involuntary Petition Date: May 1, 2009

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Petitioner's Counsel: David R. Langston, Esq.
                      drl@mhba.com
                      Mullin, Hoard & Brown
                      P.O. Box 2585
                      Lubbock, TX 79408-2585
                      Tel: (806) 765-7491

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Herring Bank                   guaranty             $1,505,000
1001 S. Harrison
Amarillo, Tx 79101

Attebury Family                guaranty             $3,000,000
Partnership, L.P.
c/o Ray Sharp
secretary/treasurer
5744 Canyon Drive
Amarillo, Tx 79109

Robert L. Templeton            investment           $3,500,000
P.O. Box 15010
Amarillo, TX 79105

Storseth Family Trust                               $2,100,000
209 S. Arthur
Amarillo, TX 79102


MAXUM PETROLEUM: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Maxum Petroleum Operating Co. to 'B+'
from 'B'.

"The upgrade reflects the company's significant reduction in
leverage as a result of a recapitalization that resulted in
repayment of its entire term loan," said Standard & Poor's credit
analyst Amy Eddy.

Annualized pro forma leverage for the first quarter ended March
31, 2009, is less than 1x.  The considerably improved capital
structure, as well as adequate liquidity gives us increased
comfort that Maxum's credit metrics will be in line with
expectations for the rating, despite lower volumes in their core
diesel and gasoline delivery business.  The ratings on Maxum also
reflect thin margins, significant working-capital needs, and
integration risks associated with its acquisitive growth strategy.

Maxum's business risk profile is vulnerable.  The company
participates in the very fragmented distribution market for diesel
fuel (84% of 2008 revenues), gasoline (7%), lubricants (7%), and
services (2%).  The diesel and gasoline markets are characterized
by high sales volume and slim margins.  Although Maxum is a
leading competitor, it represents only about 1% of the total
market, with smaller companies and mom-and-pop operations serving
much of the remainder of the market.  To leverage its market
position, Maxum has developed a proprietary pricing and
procurement system -- a centralized computer system that allows
customers to place orders for delivery, typically within 24 hours.
The resulting rapid inventory turnover of two days greatly limits
Maxum's exposure to commodity price swings, which Standard &
Poor's Ratings Services views as favorable.

However, the company's acquisitive roll-up strategy also weighs on
its business risk profile.  Historically, most of Maxum's growth
has come from acquiring smaller competitors.  Although this
strategy has allowed Maxum to diversify its product line into more
lucrative products such as lubricants and services, it also
results in integration risk and complicates operating-performance
comparisons.  Given the very fragmented and commodity-driven
nature of the industry, customers would have ready access to
alternate distributors if integration problems affected product
deliveries.

The outlook is stable.  An upgrade is unlikely given the
considerable working capital requirements associated with the
business model.  S&P could consider negative rating actions if
liquidity declines to less than $60 million either due to poor
operating performance or a more aggressive use of
derivatives.


MCD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MCD Properties, LTD
        7 Papaya
        Brownsville, TX 78521

Bankruptcy Case No.: 09-10259

Chapter 11 Petition Date: May 4, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Abelardo Limon, Jr., Esq.
                  Limon Law Office PC
                  890 W Price Rd
                  Brownsville, TX 78520
                  Tel: (956) 544-7770
                  Fax: (956) 544-4949
                  Email: alimon@limonlaw.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 6
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/txsb09-10259.pdf

The petition was signed by Carlos Huerta, manager of the Company.


MDC ROCKPORT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: MDC Rockport, Inc.
        14900 Landmark Blvd.
        Suite 610
        Dallas, TX 75254

Bankruptcy Case No.: 09-32851

Chapter 11 Petition Date: May 5, 2009

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Vickie L. Driver, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue
                  Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: vdriver@pronskepatel.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 Donald L. Silverman, president of the
Company.


METOKOTE'S CORPORATION: Weak Liquidity Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service downgraded MetoKote's Corporation
Corporate Family Rating and first lien senior secured credit
facilities to Caa1 from B3.  The Probability of Default rating was
also lowered to Caa2 from Caa1.  The company's rating outlook
remained negative.

The downgrade reflects the company's weakened liquidity position
and heightened probability of default as the company is
approaching a potential covenant violation under its credit
agreement.  The company's operating performance continued to trend
well below Moody's expectation, as its revenues and operating
profit dropped sharply since Moody's last rating action in January
2009.  The resultant lower EBITDA generation which is likely to
persist over the medium term has significantly reduced the cushion
under its covenant compliance.

"Absent a hockey-stick type of improvement in operating
performance, which Moody's view is unlikely at this time, MetoKote
would likely need to seek an amendment or covenant relief in the
near term to avoid a covenant default," commented Moody's analyst
John Zhao.

MetoKote's weak performance is attributed to the plummeting
automobile production level in North America since the second half
of 2008 with the pace accelerated since January 2009, and is not
likely to recover significantly in the near term per Moody's
expectation.  Although in recent years the company has diversified
its industry concentration away from the auto sector, it still
generates roughly 49% of sales from automotive end markets
(approximately 19% of total revenues from Detroit-3 auto makers).
As a result, MetoKote's most recent quarterly revenues fell
approximately 38% compared to the prior year, while the decline of
its operating profit was more significant (it become negative) due
to the high operating leverage.  The company's pricing protection
mechanism, built into some of its contracts, is unlikely to fully
offset this severe volume reduction per Moody's estimate.
Therefore, the company will likely experience considerable strain
to profitability, liquidity, and covenant compliance in the
intermediate term.  Tempering the above credit risks are the
company's modest fixed charge requirement and its leading position
in the niche outsourced industrial coating market.

While the rating action is not directly related to the recent
bankruptcy filing by Chrysler, Moodys's does consider the adverse
effect of the additional idling of the Chrysler plants during the
bankruptcy period and potential liquidity pressure arising from
receivable collection.  That said, Moody's believes that
MetoKote's direct account receivables exposure with Chrysler
should be fairly limited, considering its revenues with Chrysler
is the least of all its businesses with the Detroit-3.  Moody's
also notes, as a Tier-2 supplier to Chrysler and other Detroit-3
auto OEMs, MetoKote is not directly participating in the
government backed auto supplier receivable program at this time.

These ratings are affected:

* Corporate Family Rating -- downgraded to Caa1 from B3

* Probability of Default Rating -- downgraded to Caa2 from Caa1

* First-lien Senior Secured Credit Facility -- downgraded to Caa1
  (LGD-3, 35%) from B3 (LGD-3, 35%)

The rating outlook is negative.

The last rating action was on January 29, 2009 when the company's
CFR was lowered to B3 from B2 and outlook revised to negative from
stable.

MetoKote provides a full suite of outsourced industrial coating
services to manufacturers in North America, Europe, and Brazil.
The company offers solutions either within a customer's facility
or at one of MetoKote's regional facilities.  End markets served
include automotive, heavy truck, agriculture, construction, metal
furniture, appliances, and consumer products.  For the trailing
twelve month period ended January 31, 2009, the company's global
operations generated approximately $190 million in revenue.


MGM MIRAGE: Contributes $12,931,000 to IKM Joint Venture
--------------------------------------------------------
MGM MIRAGE through its wholly owned subsidiary, IKM MGM, LLC --
MGM JV -- entered into Amendment No. 2 to an operating agreement
dated September 10, 2007, of IKM JV, LLC, as amended, with Kerzner
Istithmar Las Vegas LLC, as members, and IKM MGM Management, LLC,
and Kerzner Concepts Limited, as managers.

Pursuant to Amendment No. 2, MGM MIRAGE contributed $12,931,000 to
the joint venture, which amount represents one-half of the total
pre-development costs incurred to date.  All further business
operations contemplated by the Amended Operating Agreement have
been suspended, and either party has the right to dissolve the
joint venture at any time.  Additionally, the Kerzner JV Members
waived and relinquished all rights to the property set forth in
the Amended Operating Agreement and the Company has no further
obligation to contribute such property to the joint venture.

The Parties acknowledge and agree that, as of the Second Amendment
Effective Date, the Company has incurred Pre-Development Expenses
totaling $25,862,000, including aggregate Pre-Development Expenses
incurred but not yet paid by the Company of $1,803,000.
Notwithstanding the Parties' respective obligations to make
contributions pursuant to the Agreement, MGM JV will,
simultaneously with the mutual execution of the Amendment,
contribute to $12,931,000 -- MGM JV's Pre-Development
Contribution.

Notwithstanding anything to the contrary in the Agreement, upon
IKM JV's receipt of MGM JV's Pre-Development Contribution, the
Managers will cause IKM JV to immediately distribute to Kerzner
JV, as a partial return of Kerzner JV's Capital Contributions to
IKM JV, $12,069,000.

After IKM JV distributes the Kerzner JV Distribution, all
remaining cash on hand will (i) first, be used to pay the Current
Expenses, and (ii) thereafter, to the extent any funds remain, be
distributed to the Parties in equal one-half shares.  MGM JV
acknowledges that a substantial portion of the Current Expenses
relates to employee severance obligations incurred by Kerzner JV
(but not yet paid) on behalf of IKM JV.  To the extent that
Kerzner JV actually pays the Current Expenses on behalf of IKM JV
from time to time, the Managers will cause IKM JV to immediately
reimburse Kerzner JV for the amount so paid.

Kerzner JV hereby (i) consents to the immediate granting, creation
or allowance of Encumbrances upon the Property, and (ii) waives
and relinquishes any and all rights that it may have in and to the
Property and the MGM Property Owners.  MGM JV will have no further
obligation under the Agreement to contribute to IKM JV the
Property or any interest in the MGM Property Owners.

Consequently, MGM MIRAGE and its subsidiaries, including without
limitation the MGM Property Owners, will have the right to sell,
transfer or encumber the Property, in whole or in part, at any
time and from time to time without the consent and approval of
Kerzner JV.

                        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 January 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'.


MIDWAY GAMES: Proposes July 15 Bar Date for Proofs of Claim
-----------------------------------------------------------
Midway Games Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to establish July 15, 2009, as the general
bar date for the filing of proofs of claim against the Debtors,
and August 11, 2009, as the bar date by which all proofs of claim
must be filed by governmental units.

The Debtors filed their schedules of assets and liabilities and
statement of financial affairs on April 23, 2009.

As reported in the Troubled Company Reporter on April 28, 2009,
Time Warner Inc.'s Warner Bros. is preparing a bid for Midway
Games Inc., according to Bloomberg News, citing people familiar
with the matter.

Bloomberg related that Time Warner would add Midway Games' "Mortal
Kombat" franchise, which has inspired two movies from Time Warner.

According to Bloomberg, a source said that fewer than five bids
for Midway Games were expected.  Bloomberg stated that Vivendi SA,
Viacom Inc., and Walt Disney Co. were also considering acquiring
Midway Games.

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com/-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).
David W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of September 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debts.

In its schedules, Midway Games Inc. listed assets of $705,630,959
and debts $412,071,866.


MILACRON INC: Pens Definitive Deal to Sell Assets for $175 Mil.
---------------------------------------------------------------
Milacron Inc. has signed a definitive agreement to sell
substantially all of its assets to a company formed by certain
affiliates of Avenue Capital Group, certain funds or accounts
managed by DDJ Capital Management LLC and certain other entities
that together hold approximately 93% of the company's 11-1/2%
Senior Secured Notes for total consideration estimated at
approximately $175 million.

The definitive agreement is on substantially the same terms as the
agreement in principle for such a sale announced on March 10, the
same day Milacron filed for Chapter 11 protection in Federal
Bankruptcy Court in the Southern District of Ohio in Cincinnati.
In return for Milacron's assets, the purchasers will, among other
things, repay or assume Milacron's debtor-in-possession loan
facilities, assume certain of the company's other liabilities,
including ordinary course liabilities and other debt, credit bid
$6.1 million of pre-petition secured notes and provide additional
consideration to noteholders who are not part of the purchasing
syndicate.  The acquisition is part of a comprehensive financial
restructuring, intended to permit Milacron to continue as a going
concern with substantially less debt.

"This is a significant milestone in our restructuring process,"
said Dave Lawrence, Milacron president and chief executive
officer.  "Since we began this reorganization process on March
10th, we have experienced a great outpouring of support from
across the industry. This, coupled with the faith our investors
have in Milacron's brands, products and people, positions us well
for sustained long-term success moving forward."

The definitive sale agreement is subject to Bankruptcy Court
approval and potential competing bids from other parties, as well
as certain other conditions.  Milacron has requested the
Bankruptcy Court to approve procedures to solicit submission of
other qualified bids for Milacron's assets.  Under the proposed
procedures, if no other qualified bids are received by June 24,
2009, Milacron will request Bankruptcy Court approval of the sale
on June 26, 2009.  If at least one other qualified bid is
received, an auction will be held on July 17, 2009 and Milacron's
assets will be sold to the qualified bidder submitting the highest
and best offer, subject to Bankruptcy Court approval.

                       About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MONT BELVIEU: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MONT BELVIEU, LLC
        31805 Temecula Pkwy, #114
        Temecula, CA 92592

Bankruptcy Case No.: 09-33131

Chapter 11 Petition Date: May 4, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West
                  Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $1,437,839

Total Debts: $1,621,240

According to its schedules of assets and liabilities, $897,956 of
the debt is owing to secured creditors and the remaining debt to
creditors holding unsecured nonpriority claims.

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/txsb09-33131.pdf

The petition was signed by Richard Johns, managing member of the
Company.


NALCO CO: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes
---------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to Nalco
Company's new $250 million revolver due 2014 and $500 million term
loan B due 2016 and assigned a Ba2 to the proposed $300 million
senior unsecured notes offering due 2017 (see list below) Nalco's
Corporate Family Rating is affirmed at Ba3.  Proceeds from the
offerings will be used for general corporate purposes, which
Moody's assumes will likely include repayment and refinancing of
all or a portion of existing bank facilities and other debt.  The
outlook for the ratings remains stable.

In April 2009 Moody's upgraded the Corporate Family Rating of
Nalco Finance Holdings LLC to Ba3 from B1 following over four
years of strong performance since an initial public offering, by
Nalco Holding Company, in November 2004 (see Moody's press release
of April 7, 2009.  Ratings were also upgraded on debt located at
Nalco Company, an operating subsidiary.  Nalco Company is a
wholly-owned subsidiary of Nalco Holdings LLC.  Nalco Finance
Holdings LLC (issuer of the senior discount notes) is a direct
parent of Nalco Holdings LLC.  Nalco Finance Holdings Inc. (co-
issuer of the senior discount notes) is a financing subsidiary of
Nalco Finance Holdings LLC.

"The Ba3 rating incorporates Moody's view that margin increases
will aid in offsetting the impact of probable weakness in volume
in 2009 and that this timely refinancing is a credit positive and
improves liquidity." said Moody's analyst Bill Reed.

Nalco's Ba3 CFR reflects continued strong cash flow growth over
the last four years that has resulted in modestly improved credit
metrics, even as debt levels have stayed elevated.  The ratings
are further supported by Nalco's entrenched competitive position
as a global supplier of water treatment and process chemicals for
industrial and institutional applications that generates strong
EBITDA margins (roughly 18.5% excluding extraordinary items for
the LTM ended December 31, 2008), the diversity of its end-
markets, raw materials and customer base, modest capital
expenditure requirements, and the improvement in its operating
performance over the past two years despite a weak economic
environment.  The ratings incorporate the strength of the
management team and significant barriers to entry, including high
customer switching costs, patents, significant R&D spending, and
long-term customer relationships.  Nalco's ratings are further
supported by strong market shares in certain business segments,
favorable cost positions, and demonstrated stability in a highly
leveraged environment.

The Ba3 CFR rating is restrained nevertheless by the elevated debt
levels that constrain the company's ability to handle any
exogenous event that would have a negative impact on its financial
performance.  Even with the improved credit metrics debt to EBITDA
remains high at 4.9 times at the end of 2008 down from 6.3 times
at the end of 2005.  In light of the high level of debt, Moody's
reiterates that it is critical that Nalco generate at least $150
million of annual free cash flow (cash from operations less
capital expenditures) to support its substantial debt load that on
an adjusted basis approaches $3.8 billion.

New Proposed Ratings

Nalco Company

* Guaranteed senior secured revolver, $250 million due 2014 -- Ba1
  LGD2 26%

* Guaranteed senior secured term loan B, $500 million due 2016 --
  Ba1 LGD2 26%

* Guaranteed senior unsecured notes, $300 million due 2017 -- Ba2
  LGD3 39%

Ratings Affirmed:

Nalco Finance Holdings LLC / Nalco Finance Holdings Inc.

  -- Corporate Family Rating Ba3
  -- Probability of Default Rating Ba3
  -- Senior discount notes, $462 million due 2014 -- B2 LGD6 94%

Nalco Company

* Guaranteed senior secured revolver, $250 million due 2009 -- Ba1
  LGD2 26%*

* Guaranteed senior secured term loan A, $31 million due 2009 --
  Ba1 LGD2 26%*

* Guaranteed senior secured term loan B, $167 million due 2010 --
  Ba1 LGD2 26%

* Guaranteed senior unsecured notes, $932 million of US dollar and
  Euro denominated notes due 2011 -- Ba2 LGD3 39%

* Guaranteed senior subordinated notes, $732 million of US dollar
  and Euro denominated notes due 2013 -- B2 LGD5 83%

*Ratings to be withdrawn upon completion of refinancing

Nalco's liquidity profile is good, reflecting strong operating
cash flows, cash balances at the end of March 2009 of $163 million
and a $160 million receivables facility due June 2010 (with $103
million in borrowings).  The refinancing of Nalco's bank
facilities, some of which were maturing in October 2009 and 2010,
with extended multi-year maturities is viewed as a positive for
the credit profile and liquidity.  Moody's do believe that one of
three new covenants, the total leverage ratio, that steps down
beginning in the fourth quarter of 2009 to 4.75 to 1 (from 5.00 to
1) may be at a tighter level than anticipated.  While this
tightness can be offset by the stability of cash flows and the
prospects for debt reduction Moody's will monitor Nalco's covenant
compliance.

The B2 rating of the senior discount notes reflects their
structural subordination to a substantial level of debt at Nalco
Company, the principal operating subsidiary.  The notes are not
guaranteed and interest has become cash pay with the first payment
in August 2009.  Nalco Finance Holdings LLC has no operating
assets and is solely reliant on cash distributions from Nalco
Holdings LLC to make cash interest payments beginning in August
2009.  The bonds issued by Nalco Company contain covenants that
will limit distributions from Nalco Holdings LLC to Nalco Finance
Holdings LLC.  These covenants include a standard restricted
payments test and a minimum of two times interest coverage.

Moody's most recent announcement concerning the ratings for Nalco
was on April 7, 2009, when the CFR was raised to Ba3 along with
other ratings.

Nalco Company, headquartered in Naperville, Illinois, is a global
producer of water treatment and process chemicals for industrial
and institutional applications.  Revenues were $4.2 billion for
year ended December 31, 2008.


NALCO CO: S&P Assigns 'BB-' Rating on Proposed $300 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Rating Agency assigned its 'BB-' issue rating
and '3' recovery rating to Nalco Co.'s proposed $300 million
senior unsecured notes due 2017.  The '3' recovery rating
indicates S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  At the same time, Standard &
Poor's also assigned its 'BB+' issue rating and '1' recovery
rating to the company's proposed $250 million revolving credit
facility due 2014 and its proposed $500 million senior secured
term loan due 2016.  The '1' recovery rating indicates S&P's
expectation for very high recovery (90% to 100%) in the event of a
payment default.  Net proceeds from the proposed notes offering,
along with proceeds from the new term loan facility, will be used
to repay term loans outstanding under the company's existing
senior secured credit facilities.

S&P revised the issue-level rating on the outstanding $932 million
in unsecured senior notes issued by Nalco Co. and guaranteed by
its domestic subsidiaries and the parent Nalco Holdings LLC to
'BB-' (same as the corporate credit rating) from 'BB' and revised
the recovery rating to '3' from '2'.  The '3' recovery rating
indicates S&P's expectation for a meaningful (50% to 70%) recovery
in the event of a payment default.  S&P also affirmed all other
ratings, including the 'BB-' corporate credit rating on the
company.  The outlook is stable.

"The rating on Nalco, a subsidiary of Nalco Holding Co., reflects
high debt leverage and challenging industry conditions in the
mature paper chemicals business, especially in Western Europe,"
credit analyst Liley Mehta said.  "Partially offsetting these
weaknesses are Nalco's strong competitive position in water
treatment and process chemicals, respectable operating margins,
and its ability to generate meaningful discretionary cash flows,
which have been used in a balanced fashion to support growth and
shareholder distributions," she said.

The rating incorporates Nalco's position as a global leader in
providing raw water and wastewater treatment, process improvement
services, and chemicals and equipment programs for offerings that
are technology- and service-intensive.  The company also benefits
from good customer diversity, with the largest customer
representing 3% of sales.  Nalco's well-established, defensible
business position underpins a solid track record of operating
profitability.  Even when key end markets experience cyclical
downturns, results exhibit a meaningful degree of stability,
indicating the resilience of the specialty chemicals and service
business.

Nalco's industrial and institutional business is solid, and its
energy services customers are experiencing ongoing growth industry
conditions.  However, the weak economic environment, plant
closings (particularly in the manufacturing and mining sectors),
and difficult operating conditions in the paper services segment,
especially in Europe, temper overall revenue and earnings
prospects.

The outlook is stable.  Ongoing cost-saving projects and decent
growth prospects in emerging markets and the energy services
business should support Nalco's proven cash-generating capability.


NORWOOD PROMOTIONAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Norwood Promotional Products Holdings, Inc.
        aka CPTM, Inc.
        aka Norwood.com, Inc.
        aka NPPI GP, LLC
        aka Gerber Industries, Ltd.
        aka Norwood LCP, Inc.
        aka Advertising Unlimited, Inc. AUI
        aka Norwood Executive Management, L.P.
        aka NPPI Holdings, Inc.
        aka Norwood Canada, Ltd.
        aka Norwood Acquisition Corp.
        aka Chicago Price Tag Manufacturing Co., Inc.
        aka NPPI Intermediate, Inc.
        aka Norwood Intermediate, Inc.
        aka NPPI LP, LLC
        aka Duratec Corp.
        aka Janesville Group, Limited
        aka Letts of London, Ltd.
        aka The McCleery-Cumming Company, Inc.
        aka Key Industries, Inc.
        aka Air-Tex Corp.
        aka Artmold Products Corp.
        aka Renaissance Publishing Company, Inc.
        aka Radio Cap Company, Inc.
        aka Barlow Promotional Products, Inc.
        aka Souvenir, Inc.
        aka Norwood Collection, L.P.
        aka Barlow Acquisition, Inc.
        aka AUI Acquisition Corp.
        10 West Market Street, Suite 1400
        Indianapolis, IN 46204

Bankruptcy Case No.: 09-11547

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Norwood Promotional Products Holdings, Inc.        09-11547
Norwood Promotional Products, Inc.                 09-11548
Norwood Operating Company, LLC                     09-11549
Advertising Unlimited, LLC                         09-11550
The McCleery-Cumming Company, LLC                  09-11551
Renaissance Publishing Company, LLC                09-11552

Type of Business: The Debtors make and prints promotional items
                  with corporate logos and messages.

                  See http://www.norwood.com/

Chapter 11 Petition Date: May 5, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Margaret Whiteman Greecher, Esq.
                  bankfilings@ycst.com
                  Pauline K. Morgan, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

General Counsel: Kirkland & Ellis LLP

Restructuring Consultant: Mackinax Partners LLC

Claims Agent: Epiq Bankruptcy Solutions, LLC

Investment and Financial Advisor: Houlihan Lokey Howard & Zukin
                                  Capital, Inc.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Unisource Worldwide, Inc.      Trade             $931,038.08
6600 Governors Lake Parkway
Norcross, GA 30071
Tel: (770) 447-9000
     (800) 592-9525
Fax: (770) 734-2000
     (763) 488-7241

UPS Mike Martin                Trade             $807,342
UPS Corporate Headquarters
55 GJenlake Parkway, NE
Atlanta, GA 30328
Tel: (317) 753-7807
Fax: (708) 387-4365

TitIeist Mark Storey           Trade             $667,925
333 Bridge Street
Fairhaven, MA 02719
Tel: (800) 225-8500
     (800) 823-0773
Fax: (800) 246-3607

GPE                            Trade             $358,943

Callaway Golf Company          Trade             $259,240

Victory Packaging              Trade             $259,061

Expeditors Int'l               Trade             $231,256

Hollco International (H.K.)    Trade             $210,497
Limited

3M Promotional Markets         Trade             $190,026

Nike David Pangraze            Trade             $188,323

In Zone Products, Inc.         Trade             $171,079

Thermo-Steel                   Trade             $164,881

Ningbo Syloon International    Trade             $164,359

Xerox Corporation              Trade             $153,623

Merit Corporation              Trade             $144,358

Rogers Whitley                 Trade             $136,521

IBM Corporation                Trade             $128,963

Langer Construction Company    Trade             $127,888

Williams Industries, Inc.      Trade             $124,381

Dave Shepard Enterprises Inc   Trade             $100,554

AMG Holdings, Inc.             Trade             $99,926

Index Industrial Corporation   Trade             $97,270

RIS Paper Company, Inc.        Trade             $92,902

Chinagama Industrial Corp.     Trade             $85,647

Beifa Group Co LTD             Trade             $83,487

Davro Products, Inc.           Trade             $81,305

La Crosse Litho Supply LLC     Trade             $80,102

Pride Manufacturing            Trade             $74,013

Goodhue County                 Tax               $72,179
Auditor/Treasurer

Cigna Healthcare               Trade             Undetermined

The petition was signed by Keith A. Maib, chief financial officer.


OBERLIN PLAZA ONE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oberlin Plaza One, LLC
        702 Oberlin Road
        Suite 400
        Raleigh, NC 27605

Bankruptcy Case No.: 09-03686

Chapter 11 Petition Date: May 5, 2009

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

Debtor's Counsel: N. Hunter Wyche, Jr., Esq.
                  Wilson & Ratledge PLLC
                  4600 Marriott Drive
                  Ste. 400
                  Raleigh, NC 27612
                  Tel: (919) 787-7711
                  Fax: (919) 787-7710
                  Email: hwyche@wilsonandratledge.com

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

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

A list of the Company's 14 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/nceb09-03686.pdf

The petition was signed by Jim Anthony, manager of the Company.


OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Owens Illinois, Inc. and revised the ratings outlook to stable
from positive.  Additional instrument ratings are detailed below.

Moody's took these rating actions for Owens Illinois, Inc.:

  -- Affirmed Corporate Family Rating at Ba3

  -- Affirmed Probability of Default Rating at Ba3

  -- Affirmed $500.0 million senior unsecured notes and debentures
     due in 2010 and 2018 at B2 (LGD 6, 92% from LGD 6, 90%)

  -- Affirmed Speculative Grade Liquidity Rating SGL - 2

Moody's took these rating actions for Owens -Brockway Glass
Container, Inc.:

  -- Affirmed $900 million senior secured first lien revolving
     credit facility maturing June 15, 2012 at Baa3 (LGD 2, 11%
     from LGD 2, 12%)

  -- Affirmed $200 million senior secured first lien term loan B
     due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%)

  -- Affirmed EUR 225 million senior unsecured notes due December
     1, 2014 at Ba3 (LGD 4, 57% from LGD 4, 54%)

  -- Affirmed $850.0 million senior unsecured notes due 2013-2014
     at Ba3 (LGD 4, 57% from LGD 4, 54%)

Moody's took these rating actions for OI European Group BV
(Netherlands):

  -- Affirmed EUR 200 million senior secured first lien term loan
     D due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%)

  -- Affirmed EUR 300 million senior unsecured notes due March 31,
     2017 at Ba3 (LGD 4, 57% from LGD 4, 54%)

Moody's took these rating actions for ACI Operations Pty. Ltd. and
O - I Canada Corp:

  -- Affirmed AUD 300 million senior secured first lien term loan
     A due June 12, 2013 at Baa3 (LGD 2, 11% from LGD 2, 12%)

  -- Affirmed CAD 138 million senior secured first lien term loan
     C due June 12, 2013 to Baa3 (LGD 2, 11% from LGD 2, 12%)

The Ba3 Corporate Family Rating reflects O-I's leading position in
the industry, commitment to debt reduction, and strategic focus on
pricing and cost cutting.  The rating also reflects the company's
wide geographic foot print and strong liquidity.

The ratings are constrained by the decline in volumes resulting
from the current economic climate, concentration of sales and the
uncertainty surrounding the asbestos liabilities.  The ratings are
also constrained by the near term limits to debt reduction
stemming from the cash charges for asbestos, restructuring and
pensions and the mature state of the industry.

The revision of the outlook to stable from positive reflects
financial results that have been below expectations contemplated
at the time the outlook was assigned.  Moody's believes that the
company may be challenged to improve credit metrics sufficiently
to warrant an upgrade within the rating horizon.  Volumes have
declined significantly due to the economic downturn.  While the
company has instituted cost cutting initiatives, the cost savings
may not outweigh the decline in demand.  Additionally, cash
charges for asbestos, restructuring and the pension contribution
will likely limit O-I's ability to pay down debt and improve its
free cash flow to debt ratio over the near term.

Moody's last rating action on O-I occurred on April 2, 2008 when
Moody's upgraded the company's corporate family rating to Ba3 and
the ratings outlook to positive from stable.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. is one of
the leading global manufacturers of glass containers, operating 80
plants in 22 countries.  The company services the beverage and
food industry and counts major global beer and soft drink
producers among its clients.  For the twelve months ended December
31, 2008, O-I had revenues of approximately $7.9 billion.


PACIFIC ENERGY: Court Sets June 23 General Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established June 23, 2009, at 4:00 p.m. prevailing Eastern time as
the general bar date for the filing of proofs of claim in Pacific
Energy Resources Ltd., et al.'s bankruptcy cases.

Governmental units have until September 8, 2009, at 4:00 p.m.
prevailing Eastern time to file proofs of claim.

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

     Omni Management Group, LLC
     16161 Ventura Blvd., Suite C
     PMB 428, Encino
     CA 91436

Proofs of claim sent by facsimile, telecopy, or e-mail will not be
accepted.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PACIFIC ENERGY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Pacific Energy Resources Ltd., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware, their schedules of
assets and liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Pacific Energy Resources      $202,870,798    $456,801,640
  Pacific Energy Alaska
    Operating, Inc.              $40,478,160    $642,025,512
  Petrocal Acquisition Corp.     $14,762,848    $392,446,864
  Carneros Acquisition Corp.     $14,728,066    $397,646,298
  Carneros Energy, Inc.          $14,728,066    $394,432,573
  San Pedro Bay Pipeline          $4,710,182    $393,918,235
  Gotland Oil, Inc.                     $400    $392,843,511
  Pacific Energy Alaska
    Holdings, Inc.                        $0    $521,663,471

Copies of Pacific Energy Resources Ltd., et al's SALs are
available at:

  http://bankrupt.com/misc/PacificEnergy.SAL.pdf
  http://bankrupt.com/misc/PEAOI.SAL.pdf
  http://bankrupt.com/misc/PetrocalAcquisition.SAL.pdf
  http://bankrupt.com/misc/CarnerosAcquisition.SAL.pdf
  http://bankrupt.com/misc/CarnerosEnergy.SAL.pdf
  http://bankrupt.com/misc/SPBPC.SAL.pdf
  http://bankrupt.com/misc/GotlandOil.SAL.pdf
  http://bankrupt.com/misc/PEAHI.SAL.pdf

The schedules have been prepared by Debtors' management and are
unaudited.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PAUL NORMAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paul Norman
        Tina Marie Lewis
        2090 First Ave.
        Napa, CA 94558

Bankruptcy Case No.: 09-11266

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  Email: DChandler1747@yahoo.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

  Entity                         Nature of Claim    Claim Amount
  ------                         ---------------    ------------
Home Depot                                             $36,842
P.O. Box 653002
Dallas, TX 75265-3002

Rich Sire                                               30,000
1700 Soscol Ave. Ste. 28
Napa, CA 94559

Chase                                                   10,929
P.O. Box 94014
Wilmington, DE 19850-5298

City of Vallejo Code                                     7,131
Pamela Jackson, Inc.                                     6,785

American Express                                         6,701

David Ramos                                              5,700

Home Depot                                               4,464

Sue Payne                                                3,500

Rental Solutions                                         3,391

Card Service Center                                      3,225

Capital One                                              1,815

Mervyn's                                                 1,579

Capital One                                              1,525

Vallejo Sanitation and Flood                             1,178

Care Credit GE Money Bank                                  600

Shell Card Center                                          530

Capital One                                                492

Erica S. Conway, DDS                                       370

Target                                                     280

The petition was signed by the Joint Debtors.


PEARLAND WESTSIDE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pearland Westside Associates Limited
        7373 East Doubletree Ranch Road
        Suite 225
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-09407

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Housten Promenade Associates I, Ltd.           09-32395
    NE 40 Partners, LP                             09-30478
    Old Hillcroft II Associates, Ltd.              09-32402

Chapter 11 Petition Date: May 5, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Shelton L. Freeman, Esq.
                  Deconcini Mcdonald Yetwin & Lacy PC
                  7310 North 16th Street #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  Email: tfreeman@dmylphx.com

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/azb09-09407.pdf

The petition was signed by Raymond G. Tiedje.


PHILLIP DOUGLAS YOUNG: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Phillip Douglas Young
        2728 Barrington Dr.
        Plano, TX 75093

Bankruptcy Case No.: 09-41390

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Castillo, Esq.
                  The Curtis Law Firm, PC
                  901 Main St. Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  Email: mcastillo@curtislaw.net

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. Young.


PIKE PLACE OFFICE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pike Place Office Park, LLC
        2832 South Arbor Drive
        Gainesville, GA 30507

Bankruptcy Case No.: 09-21905

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Douglas C. Tanner, managing member of
the Company.


PILGRIM'S PRIDE: Court Approves June 1 Claims Bar Date
------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern
District of Texas (Fort Worth) fixed June 1, 2009, as the deadline
for individuals and entities to file their claims against
Pilgrim's Pride Corporation arising with respect to prepetition
transactions.  Judge Lynn also approved the form of Proof of Claim
and the procedures for filing and reviewing proofs of claim.

Prior to the entry of the order, the Fair Labor Standards Act
MultiDistrict Litigation Plaintiffs objected to the Bar Date
Motion complaining that the motion would bar the Plaintiffs from
filing of single proof of claim.  The FLSA Plaintiffs asserted
that the filing of a single proof of claim with respect to all
FLSA Plaintiffs is warranted citing Section 216(b) of the U.S.
Labor Code, which authorizes employees to bring collective actions
"in behalf of . . . themselves and other employees similarly
situated."

                  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)


PILGRIM'S PRIDE: May Be Solvent, Court Says; Equity Panel Okayed
----------------------------------------------------------------
Pilgrim's Pride Corp. is solvent or nearly solvent.

Judge D. Michael Lynn of the U.S. Bankruptcy Court for Northern
District of Texas (Fort Worth) made that finding at the hearing on
an ad hoc group of shareholders' request for appointment of an
official equity security holders' committee in the Debtors' cases.
Judge Lynn accordingly authorized the appointment of an equity
committee in Pilgrim's Pride's case, saying the benefits of the
having the committee will outweigh the cost, Bloomberg's Bill
Rochelle reports.

Still, the Court held that the equity committee may spend no more
than $425,000 a month, including the cost of a financial adviser,
Mr. Rochelle says.  Judge Lynn also warned the equity committee's
professionals they could expect to see their fees reduced "or even
eliminated" if they duplicate the work of the official creditors'
committee, the report says.  Judge Lynn concluded that the
company's board of directors could not adequately represent
shareholders given "fiduciary duties to creditors," the report
adds.

The United States Securities and Exchange Commission supported the
Ad Hoc Group's request pointing out that the Debtors' case meets
the applicable statutory and case law criteria for the appointment
of an equity committee.

This is a large and complex Chapter 11 case; the common stock is
widely held by numerous non-insider public investors; and, no
other entity can be expected to protect the common interests of
the class of shareholders, Sonia Chae, Esq., Senior Bankruptcy
Attorney for the Commission, in Chicago, Illinois, argued.

In addition, Ms. Chae points out that it appears that the Debtors
are not hopelessly insolvent and shareholders may participate
under a plan of reorganization.  The most recent financial and
market information regarding Pilgrim's Pride Corporation reflects
book equity of approximately $123 million as of December 27, 2008,
and a market capitalization of approximately $199.2 million as of
April 21, 2009.

Moreover, Ms. Chae says the Debtors are in the process of
formulating their three to five year business plan.  That
restructuring, along with the eventual formulation of a plan of
reorganization, will likely materially affect shareholders'
interests.  This, she asserts, is the very type of Chapter 11 case
where public investors should receive the important protections
afforded by an official equity committee.

                   Debtors, et. al.'s Responses

The Debtors tried to block the request.  At the hearing, they
informed the Court they are currently working on their three- to
five-year business plan, which they expect to finalize in the
coming months.  The results of the plan would better inform all
stakeholders, but at this juncture there has not been a
determination as to whether, upon the Debtors' exit from
Chapter 11, value will remain for the benefit of the Debtors'
existing equity holders, Martin A. Sosland, Esq., at Weil, Gotshal
& Manges LLP, in Dallas, Texas, said.

Nevertheless, it is possible that having the views of equity
holders would facilitate this process, Mr. Sosland said.
Accordingly, the Debtors do not oppose the Ad Hoc Committee's
appointment request noting, however, that at this time it has not
been determined whether there will or will not be value for equity
holders under a plan.

The interests of equity security holders, as well as creditor
constituencies, are represented by the Debtors' officers and
directors, Mr. Sosland pointed out.

If the Court determines that appointment of an Equity Committee is
appropriate, the Debtors suggested that, to preserve estate
resources, it may be appropriate for the Court to limit the scope
of services to be performed by the Equity Committee's
professionals to those that are necessary to protect equity
holders' interests and to require those professionals to provide,
and adhere to, budgets outlining the proposed services and costs
to be incurred.

The Official Committee of Unsecured Creditors argued that the Ad
Hoc Group has not demonstrated, and cannot demonstrate, that the
Debtors' stockholders are not adequately represented in the
Debtors' bankruptcy cases.  Rather, the Ad Hoc Group relies on
conclusory and self-serving statements that equity holders are not
adequately represented and that "conflicts" exist so that the
Board and Management cannot adequately represent stockholders.

All of the Ad Hoc Group's allegations are contradicted by the
evidence -- members of the Board and Management indisputably
testified that they are eminently aware of their fiduciary duties
to stockholders and presently are, and believe that they will
continue to, adequately represent stockholders throughout the
Debtors' reorganization, the Creditors' Committee further said.

Further, the Committee asserted that there exist no conflicts
whatsoever which would in any way disable the Board and Management
from adequately representing the Debtors' stockholders.

The Bank of Montreal, as DIP Agent, in a separate filing, asked
the Court to deny the Ad Hoc Group's appointment request.  BMO
pointed out that:

   (1) the 13-week budget for the use of the cash collateral
       securing the Debtors' prepetition indebtedness does not
       contemplate the payment of the fees and expenses of an
       equity committee's professionals;

   (2) the Official Committee of Unsecured Creditors and the
       Debtors will more than adequately represent the position
       of the shareholders and the formation of an equity
       committee will add nothing to further that point;

   (3) the appointment of an equity committee could diminish
       recoveries for all stake holders by unnecessary expense
       and delay; and

   (4) as the Debtors' bankruptcy cases evolve, the official
       committee status can be revisited.

                  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)


PILGRIM'S PRIDE: Seeks Appointment of Fee Review Committee
----------------------------------------------------------
Pilgrim's Pride Corporation and its affiliates ask Judge D.
Michael Lynn of the U.S. Bankruptcy Court for Northern District of
Texas (Fort Worth) to appoint a fee review committee.

In light of the number of professionals hired in the Debtors'
bankruptcy cases that will be submitting fee statements and
applications in the Debtors' Chapter 11 cases, the Court suggested
that the Debtors consider appointing a Fee Review Committee to
review fee applications filed by the Covered Professionals.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, tells the Court the Debtors propose the Fee Review
Committee to be comprised of:

   (a) a representative of the Office of the United States
       Trustee for the Northern District of Texas or his
       designee, if the U.S. Trustee so desires;

   (b) a representative of the Debtors;

   (c) a representative of the Prepetition BMO Lending Group;

   (d) a representative of the Prepetition CoBank Lending Group;

   (e) a designated member of the Official Committee of Unsecured
       Creditors;

   (f) a designated member of any other committee that may be
       appointed in the Debtors' bankruptcy cases pursuant to
       Section 1102 of the Bankruptcy Code; and

   (g) Professor Nancy Rapoport of the William S. Boyd School of
       Law at the University of Nevada, Las Vegas.

Other than Professor Rapoport, no member of the Fee Review
Committee may be a professional retained in the Debtors' Chapter
11 cases or a professional whose fees are being paid by the
Debtors' estates.  The Debtors propose that Professor Rapoport be
appointed the chairperson of the Fee Review Committee.

The Debtors propose to pay the Fee Review Committee:

   * $15,000 per month, plus expenses, for Professor Rapoport
     with the first payment incurred as of the date of Professor
     Rapoport's appointment by the Court;

   * $800 per hour for any testimony given by Professor Rapoport
     in depositions or at the final fee hearing;

   * $20 per hour for UNLV law students or recent graduates to
     review fee statements;

   * $40 per hour for Professor Rapoport's assistant, Annette
     Mann to review fee statements; and

   * $1,000 per month, plus quantifiable expenses, for UNLV
     during the term of Professor Rapoport's service for
     unquantifiable use of UNLV staff and equipment with the
     first payment incurred as of the date of Professor
     Rapoport's appointment by the Court.

The task of the Fee Review Committee is to review all billing
statements served by Covered Professionals, CRG Restructuring
Group, and the DIP Professionals.

The Fee Review Committee may establish its own procedures
provided that the procedures may supplement but not conflict with
the terms of the Amended Compensation Procedures Order, the Final
Cash Collateral and DIP Order or the CRG Retention Order.  The
Fee Review Committee will review the fee statements and fee
applications submitted by each of the Covered Professionals
within the time periods set forth in the Amended Compensation
Procedures Order, the Final Cash Collateral and DIP Order or the
CRG Retention Order.

If the Fee Review Committee concludes that any billing statement
submitted or application filed by a Covered Professional, DIP
Professional or CRG fails to comply with any of the Compensation
Requirements, the Fee Review Committee will contact that party to
resolve any potential objection.  If the Fee Review Committee and
that party are not able to resolve any potential objection on a
consensual basis, the Fee Review Committee will file an objection
setting forth why the statement or application filed by the party
fails to comply with the Compensation Requirements.

The Debtors propose that Covered Professionals no longer file
interim fee applications with the Court but rather that they
serve quarterly fee statements on the Notice Parties.  Upon
completion of duties related to the Chapter 11 cases, the
professionals seeking compensation will file with the court and
provide to the members of the Fee Review Committee a final fee
application.

The Fee Review Committee will be dissolved upon an order of this
Court upon a motion or sua sponte after notice and a hearing.

                  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)


PILGRIM'S PRIDE: To Sell Douglas, El Dorado Units; Bids Due May 15
------------------------------------------------------------------
Pilgrim's Pride Corporation and its affiliates filed documents
asking Judge D. Michael Lynn of the U.S. Bankruptcy Court for
Northern District of Texas (Fort Worth) for permission to sell
their chicken processing plants in Douglas, Georgia; El Dorado,
Arkansas; and Farmerville, Louisiana.

The Debtors have implemented various restructuring initiatives to
streamline their operations and right-size production.  In light
of this, the Debtors decided to idle their chicken processing
plants in Douglas, Georgia; El Dorado, Arkansas; and Farmerville,
Louisiana by mid-May 2009.

The affected chicken growers objected arguing that idling will put
them out of business, causing bankruptcies and foreclosures to
Growers with millions of dollars of current debt obligations.  The
Growers, however, informed the Court that these effects would be
avoided if the Plants were sold rather than "idled" allowing the
Growers to transfer their growing operations to Pilgrim's Pride
Corporation's purchaser and repay their debts.

The Debtors seek to sell the El Dorado and Douglas complexes, free
and clear of all liens and encumbrances and subject to better and
higher bids.

The El Dorado complex, located at 1902 South West Ave., in El
Dorado, Arkansas, has an associated feed mill and a hatchery with
a capacity of approximately 1,512,000 eggs per week.  The complex
would employ 1,650 workers when operating at full capacity, is a
union facility, and is served by 172 growers with 598 houses.

The Douglas complex, located at 113 McNeal Drive, in Douglas,
Georgia, also has an associated feed mill and a hatchery with a
capacity of 2,042,000 eggs per week.  The complex would employ
1,300 workers when operating at full capacity, is a non-union
facility, and is served by 160 growers with 668 houses.

To facilitate the submission of bids and maximize the value of the
assets, the Debtors sought and obtained the Court's approval of
uniform bidding procedures pursuant to which:

   (a) any person or entity wanting to participate in the Auction
       must submit a Qualified Bid on or before May 15, 2009, at
       12:00 noon prevailing Central Time;

   (b) bidders will be required to submit good faith deposits,
       which is equal to 10% of the cash purchase price of the
       bid, with the Debtors on or before the Bid Deadline;

   (c) if more than one bid is timely received, the Debtors will
       conduct an auction on June 13, 2009, at 10:00 a.m.,
       Central Time, at the offices of Weil, Gotshal & Manges
       LLP, at Suite 300 at 200 Crescent Court, in Dallas, Texas;

   (d) a status conference with the Court will be held on May 26,
       2009, in the event either the senior lender groups or the
       Debtors determine that no acceptable Qualified Bids for
       either of the Facilities has been received by the Bid
       Deadline; and

   (e) a hearing for the approval of a sale with respect to any
       bid accepted by the Debtors will be held on June 16, 2009.

If a Qualified Bid to purchase the Facilities, in whole or in
part, is received, the Debtors, after consultation with the
Official Committee of Unsecured Creditors and Steven A.
Felsenthal, the Court-appointed mediator, may determine that the
Qualified Bid justifies entering into a "stalking horse"
agreement for a particular Facility, and pursue the sale either
in connection with the Auction or pursuant to another sale
process.

Good Faith Deposits of all bidders will be held in a separate
interest-bearing account for the Debtors' benefit until 11 days
following the Sale Approval Hearing after which the Deposits will
be released to the bidders.  If a Successful Bidder fails to
consummate an approved sale because of a breach or failure to
perform on its part, the Debtors will not have any obligation to
return the Good Faith Deposit deposited by the Successful Bidder,
and the Good Faith Deposit will irrevocably become property of
the Debtors.

A full-text copy of the Bidding Procedures is available for free
at http://bankrupt.com/misc/PPC_ElDo_Douglas_BidProcedures.pdf

                 Amended Bidding Procedures Order

Upon oral motion of the Debtors to correct a clerical error in the
Bidding Procedures Order, the Court modified the Order to provide
that on or before May 26, 2009, the Debtors will serve notice of
the Auction and the Sale Hearing by first class mail on (i) the
U.S. Trustee, (ii) the parties included in the Master Service
List, (iii) all parties identified by the Debtors as prospective
purchasers, and (iv) all affected federal and local regulatory and
taxing authorities, including the Internal Revenue Service.

                            Objections

Prior to the entry of the Bidding Procedures Order, these parties
responded to the Debtors' motion expressing their disagreement to
the Proposed Bidding Procedure:

   (i) the Douglas-Coffee County Industrial Authority,
  (ii) the City of El Dorado and Union County, Arkansas,
(iii) the El Dorado Investor Group, and
  (iv) the Fifth Third Leasing Company.

The Douglas-Coffee County Industrial Authority commented that, as
a party-in interest, it needs time to review the proposed bidding
procedures and prepare its needed input into what was a crucial
part of the consideration for its dropping their objection to the
Idling Motion.  The Industrial Authority is hopeful that the
filing of its comment will result in the Debtor being willing to
discuss and negotiate any issues of concern to the Douglas-Coffee
Parties after they have a chance to review the documents the
Debtors have submitted to the Court.

The Douglas-Coffee Parties, in a separate filing, told the Court
that it wanted the April 7, 2009, hearing continued until the bid
procedures could be worked out by the parties-in-interest and
then reduced to writing for presentation to the Court.

The City of El Dorado and Union County, Arkansas expressed their
frustration at the Debtors' handling of the Bidding Procedures.
El Dorado and Union County are concerned that a similar
unilateral process to the one applied by the Debtors in
proceeding with idling their plants prior to the filing of their
idling motions is going forward to facilitate the idling as
opposed to the sale of the El Dorado Plant.

The El Dorado Investor Group, composed of local El Dorado
investors who are interested in purchasing the Debtors' El Dorado
Facility, argued that the proposed bidding procedures ran counter
to the term sheet agreed by parties-in-interest during the
mediation with respect to the proposed plant idling and
controvert the purpose and spirit of the mediation and the
directions of the Court.  The El Dorado Investor Group related
that during the mediation, the Debtors agreed to put the El
Dorado Facility up for sale and implicitly agreed to proceed in
good faith to sell the plant if a fair offer is received.
However, the El Dorado Investor Group complained that the bid
procedures give unlimited discretion to the Debtors to,
essentially, back out of their deal for any reason.

The Fifth Third Leasing Company, an equipment lessor and party-in-
interest in the Debtors' Chapter 11 cases, complained that either
the Debtors have simply overlooked the problematic issues created
in the bidding procedures or the Debtors have proposed the Bidding
Procedures in a veiled attempt to make the sale of the Facilities
difficult, if not impossible.  Fifth Third asked the Court to
approve bidding procedures designed to ensure a sale process that
will realize the maximum value possible for the Facilities.

                    Amendment to DIP Facility

Meanwhile, Judge Lynn authorized the Debtors to amend the
$450 million DIP Financing Agreement to allow the Debtors to
facilitate the idling of the underperforming plants located in
Douglas, Georgia; El Dorado, Arkansas; and Farmerville, Louisiana.
Judge Lynn approved the terms of the parties' Mediation Term Sheet
together with its Addendum which was agreed to by the parties on
April 13, 2009.

The Mediation Term Sheet authorizes the Debtors to resume their
plant idling activities beginning April 8, 2009.  The Addendum
provides that the Debtors will fund on or before April 30, 2009, a
pool of $2,240,000 to compensate the approximately 140 Objecting
El Dorado Growers, and a separate pool of up to $60,000 to
compensate the non-objecting El Dorado growers.

A full-text copy of the Mediation Term Sheet is available for free
at http://bankrupt.com/misc/PPC_termsheet_addendum.pdf

                      Status Conference Held

At the Debtors' behest, the Court conducted a status conference on
April 14, 2009, to with respect to discovery disputes involving
the Debtors' request to amend their DIP Credit Agreement in
connection with their intent to idle the Douglas, El Dorado, and
Farmerville Plants.

As earlier reported, the Debtors' determination to idle the
underperforming plants has prompted them to ask the Court to amend
the DIP Credit Agreement to reflect that an amended definition of
"EBITDAR" and permit them to incur certain costs and charges not
to exceed $35,000,000.

This move by the Debtors drew the objection of Farmerville, El
Dorado and Douglas County growers, who sought the Court's
intervention to direct the Debtors to continue operation pending
the Adjudication of the DIP Amendment Motion.  The Growers have
conducted discovery relating to the plant idling.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, told the Court that the discovery sought for by the Growers
is unduly burdensome, duplicative, and cumulative.  Thus, the
Debtors asked the Court to schedule a status conference to provide
guidance on the breadth and scope of discovery at issue.

                    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)


PILGRIM'S PRIDE: To Set Off Debts with Tyson Foods, Twin River
--------------------------------------------------------------
Pilgrim's Pride Corporation and its affiliates filed motions to
offset obligations with Tyson Foods, Inc., and Twin River Foods,
Inc., and Anderson and Fryar Exports, Inc.

In the ordinary course of business, Tyson Foods, a supplier of
various goods to the Debtors and a customer of various goods
produced by the Debtors, entered into a prepetition agreement with
the Debtors to purchase offal from the Debtors that the Debtors
normally process at their Mount Pleasant, Texas rendering plant.
Prior to the Petition Date, the Mount Pleasant rendering plant was
destroyed by fire.  As a result, there is a significant shortfall
of rendering capacity in the industry.

The Debtors' records show that they owe $303,272 to Tyson in
connection with prepetition transportation expenses.  The Debtors'
records also show that Tyson owes them $648,103 arising from
purchases of corn and offal from the Debtors.

At the Debtors' behest, Judge D. Michael Lynn of the U.S.
Bankruptcy Court for Northern District of Texas (Fort Worth)
lifted the automatic stay to effectuate a setoff of the Tyson
Trucking Cost Payable against the Debtors' Receivable.  Further,
the Court directed Tyson to remit to the Debtors $344,831 for the
balance of the PPC Farm products Receivable within 10 business
days from the entry of the Court's Order.

The Debtors believe that effectuating a setoff of the PPC Farm
Products Receivable against the Tyson Trucking Cost Payable will
facilitate their efforts to maintain their relationship with Tyson
as a supplier and a customer, to retain the benefits of the
Rendering Agreement, and to facilitate payment to PPC of the
remaining net amount of the PPC Farm Products Receivable.

Meanwhile, the Debtors ask the Court to lift the stay to allow
them to effectuate setoff of payables against receivables between
Pilgrim's Pride Corp. and each of Twin River Foods; and Anderson
and Fryar Exports, doing business as A&F Exports, Inc.

PPC and Twin Rivers entered into an agreement, in June 2007,
pursuant to which Twin Rivers purchased chicken meat from PPC, to
process, package, and label, and resell the products back to PPC.
The Debtors' records show an obligation to Twin Rivers in the
amount of $838,995 for processed meat purchased prepetition by PPC
under the Co-Pack Agreement.  The Debtors' records also show that
Twin Rivers owes PPC an amount equal to $665,504 for unprocessed
meat purchased prepetition by Twin Rivers under the Co-Pack
Agreement.

A&F, prepetition, supplied meat to the Debtors and purchased
excess meat from the Debtors.  The Debtors' records show an
obligation to A&F in the amount of $118,264 for meat purchased
prepetition by PPC from A&F.  The Debtors' records also show that
A&F owes PPC $120,225 for excess meat purchased prepetition.

The Debtors believe that effectuating a set off with Twin Rivers
and A&F will facilitate their efforts to maintain their
relationship with their suppliers and customers.

                  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)


PIZZA JUNCTION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pizza Junction, Inc.
        1263-1269 Erie Avenue
        North Tonawanda, NY 14120

Bankruptcy Case No.: 09-12017

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Robert J. Feldman, Esq.
                  600 Lafayette Court
                  465 Main Street
                  Buffalo, NY 14203
                  Tel: (716) 854-4300
                  Email: rfeldman@gross-shuman.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/nywb09-12017.pdf

The petition was signed by Thomas J. Fleckendstein, president of
the Company.


PRIME GROUP REALTY: Amends Citicorp Loan, Inks Forbearance Pact
---------------------------------------------------------------
Prime Group Realty Trust said, effective as of April 30, 2009, its
wholly owned qualified REIT subsidiary PGRT ESH, Inc., entered
into a Fifth Amendment to Loan Agreement and a separate
forbearance letter agreement which, among other things, modifies
certain terms of a loan from Citicorp USA, Inc., in the original
principal amount of $120.0 million and modifies and adds various
other covenants to the loan documents.  The loan currently has an
outstanding principal amount of $80.0 million.

The loan is completely non-recourse to the Borrower, the Company
and its subsidiaries, none of whom have any personal liability for
the loan.  The loan is secured by, among other things, a pledge of
Borrower's membership interest in BHAC Capital IV, L.L.C., an
entity that owns 100% of Extended Stay Hotels, Inc.  The book
value of the Company's interest in Borrower is currently carried
at zero dollars on its balance sheet.

Pursuant to the Amendment, the date for making any further
required principal repayments on the loan was extended from
April 30, 2009, until the maturity date of the loan on June 15,
2009.  In addition, the Lender further agreed not to exercise any
of its rights and remedies under the loan documents relating to
the repayment of the loan and certain specified covenant defaults
through July 15, 2009.  The loan is guaranteed by affiliates of
Prime Group's parent companies, who have also pledged certain
additional collateral as security for the loan.  It is currently
anticipated that all or a portion of the required repayments of
the loan will be funded by affiliates of the Guarantors, although
there can be no assurances that this will be the case.

As reported by the Troubled Company Reporter on May 5, 2009, the
Citicorp loan has been amended four times to adjust the principal
repayment schedule.  The First Amendment entered into in October
2008 raised the interest rate to LIBOR plus 10%.  The Second
Amendment in December 2008 adjusted the principal repayment
schedule: (i) $41.0 million was due by January 30, 2009, (ii)
$20.0 million was due on March 31, 2009, (iii) the balance of the
loan was due on June 15, 2009 or earlier in the event of the
occurrence of certain asset sales of PGRT ESH or the Guarantors or
its affiliates; and (iv) a $1.0 million fee is due upon the loan
repayment or maturity.  In addition, certain minimum payments were
required which will be applied to the repayment schedule if
certain asset sales of Guarantor's and PGRT ESH's affiliates are
consummated or certain other events occur.

The Third Amendment entered into on January 30 moved the date for
making the $41.0 million payment until March 2.  The Fourth
Amendment entered into on March 4 moved the $41.0 million payment
deadline until April 30.  In addition, the remaining $1.0 million
restructuring fee due at September 30, 2008, was included with the
$1.0 million fee originally due upon maturity.

                  About Prime Group Realty Trust

Owned by one of the largest private real estate owners in the
country, The Lightstone Group, Prime Group Realty Trust --
http://www.pgrt.com/-- is a fully-integrated, self-administered,
and self-managed real estate investment trust which owns, manages,
leases, develops, and redevelops office and industrial real
estate, primarily in metropolitan Chicago.  The Company currently
owns 9 office properties containing an aggregate of 3.5 million
net rentable square feet, a joint venture interest in one office
property comprised of approximately 101,000 net rentable square
feet and a membership interest in an unconsolidated entity which
owns mid-priced extended-stay hotels with approximately 76,000
rooms located in 44 states and Canada.  The Company leases and
manages approximately 3.5 million square feet comprising all of
its wholly-owned properties.  In addition, the Company is also the
managing agent for the approximately 1.5 million square foot
Citadel Center office building located at 131 South Dearborn
Street in Chicago, Illinois.

                     About the Lightstone Group

The Lightstone Group -- http://www.lightstonegroup.com/-- is one
of the country's largest privately held real estate companies with
interests in residential, office, retail, hospitality, and
industrial real estate assets.  The company, principally through
its related operating entities, Beacon Management, Prime Retail,
Extended Stay Hotels, and Prime Group Realty Trust, owns a
diversified portfolio of over 680 hotels, 22,000 multifamily units
and approximately 20 million square feet of office, industrial and
retail properties in 46 states, the District of Columbia, Canada
and Puerto Rico.  Employing approximately 14,000 staff and
professionals, The Lightstone Group maintains its corporate
headquarters in New York with regional offices in New Jersey,
Maryland, Illinois and South Carolina.

                Going Concern Doubt on BHAC Capital

Prime Group held a membership interest in BHAC Capital IV LLC
joint venture.  During the second quarter of 2008, Prime Group
recorded an asset impairment of $5.6 million related to the write-
down of the remaining balance of its investment in the joint
venture.

Ernst & Young LLP, in Greenville, South Carolina, in March 2009
expressed substantial doubt about BHAC Capital IV LLC's ability to
continue as a going concern.  The auditor cited the joint
venture's recurring losses from operations, net working capital
deficiency, members' deficit, and inability to generate sufficient
cash flow to meet its obligations and sustain its operations.  The
auditor said the joint venture may not be in compliance with
certain covenants of loan agreements with banks.


QUEBECOR WORLD: Files Amended Plan and Disclosure Statement
-----------------------------------------------------------
Quebecor World Inc., has filed an Amended Plan of Reorganization
and Disclosure Statement for its U.S. subsidiaries currently
subject to Chapter 11 proceedings in the United States providing
further details on the Company's Plan of Reorganization.  The U.S.
Court hearing on the approval of the Disclosure Statement, which
will form the basis on which creditors will vote on the U.S. Plan
of Reorganization, is currently scheduled to be held before the
U.S. Bankruptcy Court on May 15, 2009.

In furtherance of its reorganization efforts, Quebecor World
intends to file shortly with the Quebec Superior Court a motion to
authorize the convening of a creditors' meeting relating to the
proceedings currently pending in Canada under the Companies'
Creditors Arrangement Act (Canada) as well as to establish certain
procedures and rules that will apply to the Canadian creditors'
meeting.  The motion relating to the Canadian creditors' meeting
is currently scheduled to be heard by the Quebec Superior Court on
May 14, 2009.

In the event the U.S. Court and the Quebec Superior Court grant
the requested orders, Quebecor World expects to distribute to:

   (1) affected creditors under the U.S. Chapter 11 Proceedings
       the Amended Disclosure Statement, to which will be attached
       a Plan of Reorganization and Compromise, to provide such
       creditors certain information relating to the creditors'
       anticipated distributions under the Chapter 11 Proceedings
       and

   (2) affected creditors under the CCAA Proceedings an
       information circular, to which will be attached a Plan of
       Reorganization and Compromise, in order to provide such
       creditors certain information relating to the creditors'
       meeting and their anticipated distributions under the CCAA
       Proceedings.

If approved by the required majorities of votes and subsequently
confirmed or sanctioned by the U.S. Court and the Quebec Superior
Court, the U.S. and Canadian Plans of Reorganization would
implement the recapitalization and deleveraging of the Company
contemplated in the previously announced agreement in principle
reached with the Company's major creditor constituencies.
Although there can be no assurance as to the ultimate confirmation
of the Plans of Reorganization, this plan formulation and
confirmation process is anticipated to allow the Company to emerge
from creditor protection with a strong balance sheet by mid-July.

The plans do not anticipate any recovery for the holders of the
Company's existing Multiple Voting Shares, Subordinate Voting
Shares and Redeemable First Preferred Shares.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


RATHGIBSON INC: Delay in Filing Report Cues S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
RathGibson Inc., including the long-term corporate credit rating
to 'CCC+' from 'B'.  At the same time, S&P placed the ratings on
CreditWatch with negative implications.

"The downgrade is based on the company's announcement on May 4,
2009, that it was unable to file its annual report on time," said
Standard & Poor's credit analyst Sarah Wyeth.  Additionally, the
company announced that it has entered an amendment to waive
solvency requirements as defined by its credit agreement prior to
May 4, 2009.  "Despite the amendment, S&P is concerned that the
company's auditors may raise a going-concern issue which would
constitute an event of default under its credit agreement and
could pressure the company's liquidity."  RathGibson's debt
(adjusted for operating leases) to EBITDA was about 9x at Oct. 31,
2009.

Janesville, Wisconsin-based RathGibson manufactures a diverse line
of straight and coiled welded tubing products serving a variety of
end markets.

In resolving the CreditWatch S&P will monitor how future
developments affect the company's liquidity going forward.


REAL COMET: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Real Comet Inc.
        PO Box 868
        Mercer Island, WA 98040

Bankruptcy Case No.: 09-14331

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Christien L. Drakeley. Esq.
                  Drakeley PLLC
                  6 W Howe St Ste 1
                  Seattle, WA 98119
                  Tel: (206) 262-1040
                  Email: drakeley@affinity-tax.com

Estimated Assets: $50,001 to $100,000

Estimated Debts: $50,001 to $100,000

A full-text copy of the Debtor's petition, including its list of 4
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/wawb09-14331.pdf

The petition was signed by Harold Burton, president of the
Company.


RECOVAR GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The RecovAR Group, LLC
        PO Box 2267
        Rockville, MD 20847

Bankruptcy Case No.: 09-18022

Chapter 11 Petition Date: May 5, 2009

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

Judge: Thomas J. Catliota

Debtor's Counsel: Merrill Cohen, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Avenue
                  Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Email: merrillc@cohenbaldinger.com

Total Assets: $8,900,659

Total Debts: $3,437,044

According to its schedules of assets and liabilities, $13,300 of
the debt is owing to governmental units and the remaining debt to
creditors holding unsecured nonpriority claims.

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/mdb09-18022.pdf

The petition was signed by William L. Toten, managing member of
the Company.


RICHARD A. DEMONBREUN: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Richard A. Demonbreun
           dba The Timothy Demonbreun House
        746 Benton Avenue
        Nashville, TN 37204

Bankruptcy Case No.: 09-05058

Chapter 11 Petition Date: May 4, 2009

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

Judge: George C. Paine II

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street
                  Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

     http://bankrupt.com/misc/tnmb09-05058.pdf

The petition was signed by Mr. Demonbreun.


RIVER VALLEY RANCH: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: River Valley Ranch, LP
        111 West Grizzly Dr.
        DeKalb, TX 75559

Bankruptcy Case No.: 09-50102

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Debtor's Counsel: George B. Flint, Esq
                  Flint - Lambert, P.C.
                  101 East Park Blvd., Suite 900
                  Plano, TX 75074
                  Tel: (972) 424-4004
                  Fax: (972) 509-4805
                  Email: george@flint-lambert.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
First National Bank            Bank Loan             $750,000
c/o Bruce K. Packard, Esq.
5949 Sherry Lane, Suite 1616
Dallas, TX 75225

USDA FSA                       2006 LCP               $21,401
Western Regional Office        Application
755 Parfet St.
Lakewood, CO 80215

USDA FSA                       2006 LCP               $21,401
Red River County Svc.          Application
900 E. Main St.
Clarksville, TX 75426

Larry Paul                     Farm anagement        $10,769
                               Consulting

Citi                           Credit Card            $10,000

American Reliable Insurance    Insurance Premium       $7,527

J.V. Bastible                  Labor                   $3,769

Winstead                       Attorney's Fees             $1

James R. Rodgers               Attorney's Fees             $1

The petition was signed by James Wade, manager of the company.


ROBBINS BROS: Court Okays Sale of All Assets to RB Jewelry
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved at
a hearing on May 5, 2009, the sale of substantially all of the
assets of Robbins Bros. Corporation other than certain assets
related to the Debtor's Chicago and Houston area stores, to
Robbins Bros. Jewelry, Inc., the stalking horse bidder, free and
clear of all encumbrances and interests.

Other than Robbins Bros. Jewelry's, there were no qualified bids
received for the Debtor's assets pursuant to the approved bid
procedures.

As reported in the Troubled Company Reporter on April 13, 2009,
buyer agreed to pay a purchase price that is the sum of (a) (i)
all outstanding obligations under the Wells Fargo Facility as of
the closing date minus (ii) all Net Cash as of the closing
date and (b) $100,000, and (c) the assumption by buyer of the
assumed liabilities, for the assets.

A full-text copy of the Asset Purchase Agreement, dated as of
March 3, 2009, and as amended on May 4, 2009, is available for
free at http://bankrupt.com/misc/Robbins.amendedAPA.pdf

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C. serves as Investment Banker.

Carl N. Kunz, III, Esq., and Ericka Fredricks Johnson, Esq., at
Morris James LLP, represent the Official Committee of Unsecured
Creditors as counsel.

In its schedules, the Company listed total assets of $56,916,534
and total debts of $59,221,129.


SAN MATEO COUNTY: Will Ask for Federal Aid to Cover Losses
----------------------------------------------------------
The Associated Press reports that San Mateo County Supervisor Rich
Gordon and other county officials will appear before the House
Financial Services Committee to ask for a portion of the
$700-billion bailout package from the government, to help cover
financial losses that Lehman Brothers' collapse brought.

According to The AP, the government set aside the bailout package
after Lehman filed for bankruptcy.  The report says that most of
the government bailout money has gone to financial institutions.

The AP relates that dozens of government agencies in San Mateo
County, California, invest in the county's $2.6 billion investment
pool.  The AP states that when Lehman filed for bankruptcy in
September 2008, the pool lost about $155 million.


SCOTTISH RE: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------
Ernst & Young LLP in Charlotte, North Carolina, in its audit
report dated April 28, 2009, raised substantial doubt about the
ability of Scottish Re Group Limited to continue as a going
concern.

The auditor explained that Scottish Re Group Limited's primary
operating subsidiary -- Scottish Re (U.S.), Inc. -- is operating
its business in run-off under an Order of Supervision with the
Delaware Department of Insurance and Scottish Re has reported a
net loss for the year ended December 31, 2008, and has a
shareholders' deficit at December 31, 2008.

For the year ended December 31, 2008, Scottish Re reported a net
loss attributable to ordinary shareholders of $2.7 billion as
compared to a net loss attributable to ordinary shareholders of
$1.02 billion for the prior year period.  The net loss
attributable to ordinary shareholders was driven by $1.89 billion
in net realized and unrealized losses on investments and a
$216.0 million net change in the value of embedded derivatives.
The majority of these investment losses were contained in the
Company's non-recourse securitization structures.

For the year ended 2008, the Company posted $1.65 billion in
revenues, lower compared to the $1.73 billion in 2007.

As of December 31, 2008, the Company's balance sheet showed total
assets of $8.02 billion, total liabilities of $9.84 billion,to
resulting to a shareholder's deficit of $2.41 billion.

In February 2008, Scottish Re announced the pursuit of these key
strategies:

   * Dispose of non-core assets or lines of business, including
     the Life Reinsurance International Segment and the Wealth
     Management business;

   * Develop, through strategic alliances or other means,
     opportunities to maximize the value of core competitive
     capabilities within the Life Reinsurance North America
     Segment, including mortality assessment and treaty
     administration; and

   * Rationalize cost structure to preserve capital and liquidity.

The strategies materially impacted the conduct of Scottish Re's
business going forward.  In particular, Scottish Re ceased writing
new business, notified existing clients that it would not be
accepting any new reinsurance risks under existing treaties and
placed remaining treaties into run-off.

SRUS consented to the issuance by the Delaware Department of
Insurance on January 5, 2009, of an Order of Supervision against
SRUS.  The Order of Supervision requires, among other things, the
Department's consent to any transaction by SRUS outside the
ordinary course of business or with its affiliates, and in large
part formalizes certain reporting and processes already informally
implemented between SRUS and the Department during 2008.  The
Order of Supervision, which was set to lapse on April 5, 2009 --
and every 90 days thereafter pursuant to Delaware regulation --
subsequently was amended and replaced with a Continued and Amended
Order of Supervision, dated April 3, 2009, which amends and
clarifies certain matters contained within the original Order of
Supervision.

to further preserve liquidity, Scottish Re began deferring
interest payments as of March 4, 2009, on floating rate capital
securities and trust preferred securities issued and sold through
certain statutory trusts that Scottish Re previously established.
Under the terms of the securities, Scottish Re is entitled to
defer interest payments for up to 20 consecutive quarterly
periods.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the United
Kingdom, United States, and Singapore.  Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re Capital
Markets, Inc., a member of Scottish Re Group Ltd., is a registered
broker dealer that specializes in securitization of life insurance
assets and liabilities.

As reported in the Troubled Company Reporter-Latin America on
February 13, 2009, A.M. Best Co. downgraded the financial strength
rating to D from C- and issuer credit ratings to "c" from "cc" of
the primary operating insurance subsidiaries of Scottish Re Group
Limited (Scottish Re) (Cayman Islands).

Concurrently, A.M. Best downgraded the FSR to E (Under Regulatory
Supervision) from C- and ICR to "rs" from "cc" of Scottish Re,
Inc.  A.M. Best also affirmed the ICR of "c" and all debt ratings
of Scottish Re.  The outlook for all ratings is negative, with
exception of the FSR and ICR of Scottish Re (U.S.), Inc and the
US$125 million non-cumulative preferred shares of Scottish Re.

According to a TCRLA report on June 17, Moody's Investors Service
placed on review with direction uncertain Scottish Re Group Ltd.'s
senior unsecured shelf of (P)Caa1, subordinate shelf of (P)Caa2,
junior subordinate shelf of (P)Caa2, preferred stock of Caa3, and
preferred stock shelf of (P)Caa3.  Moody's had previously placed
the ratings on review for possible downgrade.


SHAWSHANK LTD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Shawshank, LTD.
        750 Towergate Place
        Atlanta, GA 30350-2989

Bankruptcy Case No.: 09-71201

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Old FourthWard Redevopment, Inc.               09-71202

Chapter 11 Petition Date: May 1, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Marilyn S. Bright, Esq.
                  Suite 702
                  41 Marietta Street
                  Atlanta, GA 30303
                  Tel: (404) 523-3776

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 Carl E. Jones, president of the
Company.


SILGAN HOLDINGS: S&P Assigns 'BB+' Rating on $200 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned an issue-
level rating of 'BB+' and a '4' recovery rating to Silgan Holdings
Inc.'s proposed $200 million senior unsecured notes due 2016.  The
'4' recovery rating indicates the expectation for average (30% to
50%) recovery in the event of a payment default.  Expected
proceeds are to be used to pay down the company's outstanding term
loans.

"The ratings on Silgan reflect its satisfactory business position
as a major North American producer of rigid consumer goods
packaging, its fairly steady earnings and free cash flow
generation, and its demonstrated ability to maintain (or quickly
return to) a capital structure consisting with the rating," said
Standard & Poor's credit analyst Liley Mehta.

                           Ratings List

                       Silgan Holdings Inc.

  Corporate Credit Rating                   BB+/Positive/--

                            New Rating

                       Silgan Holdings Inc.

          US$200 mil senior unsecd notes due 2016   BB+
           Recovery Rating                          4


SITHE/INDEPENDENCE FUNDING: Moody's Confirms 'Ba2' Senior Rating
----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba2 rating on
Sithe/Independence Funding Corporation's senior secured debt and
revised the outlook to stable.  This concludes the review for
possible downgrade that was initiated on February 27, 2009 in
conjunction with the review of Dynegy Holdings Inc., Sithe
Funding's parent.

Dynegy's corporate family rating was downgraded to B2 from B1 on
April 8.  Sithe's ownership by Dynegy (as well as other aspects of
the companies' close relationship) coupled with the absence of
certain ring-fencing measures characteristic of many other project
financings are important factors in Sithe's rating.  However,
Sithe is not simply secured debt of Dynegy and as such Sithe's
rating is not directly linked to Dynegy's.  The confirmation
reflects the fact that Sithe is ultimately structured as a stand-
alone project financing with various fundamental credit strengths.

A default by Dynegy would not necessarily entail a default by the
project as well.  The absence of an independent director at the
project could make it easier for Dynegy to file Sithe for
voluntary bankruptcy and seek its substantive consolidation should
Dynegy have to file itself.  However, the costs and risks
associated with such a move could exceed any benefits it provides.
Furthermore, Moody's notes that Dynegy's ratings incorporate the
possibility of defaults other than bankruptcy, such as a
distressed exchange, which would not affect the project directly.

The project has demonstrated a strong historical operating track
record and has an average heat rate of just 7,300.  While its
capacity factor declined to just 12% in 2008 due to transmission
congestion, it rebounded to approximately 47% in the first quarter
of 2009.  Senior debt is manageable at $325/kw in Moody's opinion
given the competitive heat rate and the project's long-term
capacity contract with Consolidated Edison Company of New York,
Inc. (A1 sr unsec. under review for possible downgrade), which
generates the majority of Sithe's cash flows.  The ConEd contract,
which extends through 2014 and covers 740 MW of Unforced Capacity,
has historically provided for a majority of Sithe's fixed
obligations.  The balance of the project's cash flows are
primarily derived from a tolling arrangement and financial hedge
with Dynegy Power Marketing (another affiliate of Dynegy), also
through 2014.  Together, the DPM contracts cover approximately 90%
of the project's energy output.  While the contracts are both
somewhat above market, on a net basis Moody's believes the project
has very strong economics from Dynegy's perspective.

The project retains the rights to the remaining 10% of its energy
output and 30% of its reliable capacity that is not under
contract.  This energy and capacity is sold into the NY ISO's
wholesale energy and capacity markets.  The revenues from these
sales help to offset a discount to ConEd based upon the market
price of energy and a guarantee to Novelis reflecting its
purchased power costs, covering a total of approximately 100 MWs.
The project remains exposed to a degree of basis and gas price
risk under these arrangements.  In 2008, this resulted in a drop
in its debt service coverage to approximately 1.5x from 1.8x the
previous year.  In the second half of the year, coverage was just
1.4x, which is below the project's restricted payments test of
1.5x.  As a result, it did not make any distributions in this
March.  However, Moody's understands that this was largely due to
a one-time market distortion involving artificial transmission
congestion, which greatly exacerbated the basis differential,
coupled with last year's very high gas and power prices.  This is
not expected to be a recurring event and the company projects that
coverage will rebound to 1.85x in 2009, notwithstanding a
significant increase in scheduled debt service.  Financial
performance will benefit from pricing escalation clauses in the
ConEd PPA and the DPM contracts.

The stable outlook reflects Moody's expectation that financial
performance will return to historical levels in 2009 following the
one-time dip in 2008.  The rating could face downward pressure if
financial performance does not improve as expected, or if Dynegy's
rating comes under further pressure.  The project is unlikely to
be upgraded unless Dynegy is upgraded, which is unlikely in the
near to medium term given its recent downgrade.

The last rating action on Sithe Funding occurred on February 27,
2009 when the Project's senior secured rating was placed under
review for possible downgrade.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P., which is a
1,040 MW natural gas fired cogeneration facility located in Oswego
County, New York.  Sithe Funding's debt is guaranteed by
Sithe/Independence Power Partners (the Project) and secured by all
the assets of Sithe/Independence.  The Project is owned by Dynegy
Holdings Inc. and is capitalized with approximately $344 million
of outstanding senior secured notes and approximately $419 million
of subordinated debt held by Dynegy.


SKY INN HOTELS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sky Inn Hotels & Suites, Inc.
        1611 Airport Commerce Drive
        Austin, TX 78741

Bankruptcy Case No.: 09-11184

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: C. Daniel Roberts, Esq.
                  C. Daniel Roberts & Associates, P.C.
                  1602 East Cesar Chavez
                  Austin, TX 78702
                  Tel: (512) 494-8448
                  Fax: (512) 494-8712
                  Email: droberts@cdrlaw.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
United States Treasury                                $90,000
PO Box 9941, Stop 5300
Ogden, UT 84409-0941

Kiester Lockwood & Babb LLP                           $50,319
611 West 14th Street, Ste 100
Austin, TX 78701

Leonardo Corona                                       $47,514
4410 Dovehill Drive
Austin, TX 78744

Commercializadora DUME                                $40,990

Seton                                                 $24,290

Onity, Inc.                                           $22,939

Otis Elevadores                                       $18,203

Card Services             $16,801

Edgar Martinez                                        $15,571

Hugh Lozano                                           $12,580

Palmer Steel Supplies, Inc.                            $9,739

Builders Plus of C. Texas                              $9,100

Pinncacle Communications Corp.                         $8,290

Sentry Security & Investigations LP                    $7,697

Mitchel and Colmanero                                  $7,160

First Equity Card                                      $5,772

Wasted                                                 $5,385

Pacific Coast                                          $3,975

Springfield Corporations                               $3,373


SMITTY'S BUILDING: Files 2nd Amended Plan and Disclosure Statement
------------------------------------------------------------------
Smitty's Building Supply, Inc., et al., has filed with the
U.S. Bankruptcy Court for the Eastern District of Virginia a
Second Amended Chapter 11 Plan of Reorganization and a disclosure
statement explaining the Plan.

The Plan contemplates the sale of the Alexandria Property, valued
at $9.53 million, and the distribution of net proceeds of the sale
and funds generated through the sale of new common stock and
bankruptcy causes of action to creditors in accordance with the
priorities of the Bankruptcy Code.  The Debtor anticipates that
distribution will be completed within 60 months following the
Plan's Effective Date.

The Debtors propose that the Plan be funded through (i) Exit
Financing provided by the Exit Financing Lender; (ii) proceeds of
the sale of the Alexandria Property; (iii) the proceeds of a
contribution to include $125,000 cash and a $250,000 promissory
note made by the Smith Family for the benefit of the Reorganized
Debtor in exchange for New Common Stock; (iv) the Equipment Sale
Proceeds; (v) the proceeds of any Sale of De Minimis Assets; and
(vi) the proceeds of Bankruptcy Causes of Action and Contingent
Assets.

                     Proposed Exit Facility

Under the proposed terms, BofA will provide:

  a) Revolving Credit Facility in the maximum available
     committed amount of $5.0 million.

  b) Term Loan of:

     -- $9.5 million, until such time as the Alexandria Property
        is sold or refinanced; and

     -- $2.0 million or delta between the net proceeds of the
        Alexandria Property and Refinanceable Revolver
        thereafter (assuming $7.5 million net proceeds from sale
        of Alexandria Property).

The Closing Date of the Exit Facility will be the Plan's Effective
Date, provided Effective Date occurs before September 30, 2009.
The Final Maturity of both the Revolver and the Term Loan is
December 31, 2010.

              Classification of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtors into 7 classes:

  Class 1   Other Priority Claims.
  Class 2   Pre-Effective Date Lender Secured Claim.
  Class 3   Other Pre-Petition Secured Claims.
  Class 4   Other Pre-Petition Secured Deficiency Claims.
  Class 5   Landlord Unsecured Claims.
  Class 6   General Unsecured Claims.
  Class 7   Equity Interests

The Debtor has one primary secured creditor, Bank of America,
with a claim in the approximate amount of $12.44 million dollars,
secured by the Alexandria Property, as well as a first priority
lien on and security interest in all of Smitty's assets.

BofA's secured claim will be amended and restated pursuant to the
terms and conditions of the Exit Financing and shall be paid
according to the terms set forth in the Exit Financing Lender's
Term Sheet for Exit Financing.

On the Plan's Effective Date, each holder of an Allowed Class 6
General Unsecured Claim shall receive a Class 6 interest
representing the right to receive the distributions contemplated
in Section 8.4 of the Plan.  The Debtors estimate the amount of
unsecured claims at $15 million.

Equity Interests in Smitty's Building Supply, Inc., and its
affiliated debtors will be cancelled as of the Plan's Effective
Date.  Holders of Class 7 Equity Interests will receive no
distributions under the Plan in respect of its Equity Interest.
Class 7 is impaired by the Plan and deemed to reject the Plan and,
consequently, is not entitled to vote to accept or reject the
Plan.

With the exception of Other Priority Claims under Class 1, which
will be paid in full, all claims are impaired under the Plan.

In the event that Net Realized Proceeds do not exceed
$7.5 million, all Net Realized Proceeds from the sale of the
Alexandria Property shall be distributed to the Exit Financing
Lender, which, in its sole discretion and authority, may elect not
to share the proceeds with any other party.

If Net Realized Proceeds exceed $7.5 million, all Net Realized
Proceeds from the sale of the Alexandria Property shall be
distributed by Reorganized Smitty's as follows:

-- First, to the Exit Financing Lender in an amount up to and
    including $7,500,000 in partial satisfaction of Reorganized
    Smitty's Exit Financing obligations;

-- Second, in an amount not to exceed $300,000 to the
    Distribution Trust; and third, to the Exit Financing Lender
    any Net Realized Proceeds in excess of $7,800,000 for
    application as a permanent reduction to the Reorganized
    Debtors' revolving line of credit as provided in the Final
    DIP Order.

A full-text copy of the Debtors' 2nd Amended Plan of
Reorganization is available at:

       http://bankrupt.com/misc/SMITTY'S.2ndAmendedPlan.pdf

A full-text copy of the disclosure statement explaining the
Debtors' Second Amended Plan of Reorganization is available at:

      http://bankrupt.com/misc/SMITTY'S.DS2ndAmendedPlan.pdf

                     About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Andrew J.
Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and
Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in
their restructuring efforts.  Epiq Bankruptcy Solutions LLC serves
as the Debtors' claims agent.  The U.S. Trustee has appointed an
official committee of unsecured creditors in the case.
LeClairRyan represents the Creditors Committee as counsel.  When
the company filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million each.


SOLUTIA INC: Posts $4 Million Consolidated 1st Quarter Loss
-----------------------------------------------------------
Solutia Inc. reported a consolidated loss from continuing
operations of $4 million for the first quarter of 2009, compared
to income of $1,234 million for the same period in 2008.  These
results were impacted by certain events affecting comparability
totaling a net gain of $1 million in 2009 and a net gain of
$1,210 million in 2008.  After adjusting for these items in both
periods, continuing operations loss of $5 million in the first
quarter of 2009 decreased from income of $24 million in the first
quarter of last year.  This decline was primarily due to the
weakened demand profile, higher depreciation and amortization due
to fresh-start accounting, and higher stock compensation expense
partially offset by income tax benefits.  For the quarter, Solutia
posted a diluted loss per share from continuing operations of $.04
and as adjusted a loss per share of $.05.

Consolidated EBITDA from continuing operations for the first
quarter decreased to $51 million from $73 million in the first
quarter of 2008 on net sales of $339 million and $517 million,
respectively.  After taking into consideration adjustments (as
detailed below in the consolidated and segment sales, EBITDA and
Adjusted EBITDA table), Adjusted EBITDA decreased to $56 million
from $95 million.

"Demand in the first quarter was negatively impacted by the
difficult macro-economic conditions affecting the global markets.
However, we were able to greatly offset the impact of these
conditions through the decisive actions we began to implement in
the fourth quarter of last year to reduce our operating costs,
working capital levels and capital expenditures.  In total, our
efforts resulted in an improvement in our liquidity over the
course of the first quarter," said Jeffry N. Quinn, chairman,
president and chief executive officer of Solutia Inc.  "While we
expect continued softness in demand throughout 2009, we do expect
modest volume improvement in comparison to our first quarter
levels.  Further, we have taken actions to further reduce costs
over the remainder of the year."

Mr. Quinn added, "We also are pleased to have closed the
$74 million term loan facility at one of our German subsidiaries
and we continue to work toward the closure of the sale of our
nylon business within the second quarter.  These actions will
improve our strategic positioning and bolster liquidity."

Jefferies Finance LLC acted as sole lead arranger and sole
bookrunner for the German term loan.

Segment Data

In order to aid understanding of Solutia's business performance,
the results of Solutia's business segments are presented on an
adjusted basis and reconciled to the comparable GAAP measures in
the below tables.

Saflex Segment

Saflex's first quarter 2009 net sales were $133 million, down
$60 million or 31% from the same period in 2008.  Adjusted EBITDA
decreased to $24 million for the first quarter of 2009 compared to
$31 million in the prior year period primarily due to sales volume
declines in all world markets, partially offset by lower raw
material and SG&A costs, and higher selling prices.  Adjusted
EBITDA margins expanded to 18% in the first quarter in comparison
to 16% in the same period in 2008.

CPFilms Segment

CPFilms' first quarter 2009 net sales were $34 million, down
$28 million or 45% from the same period in 2008.  Adjusted EBITDA
decreased to $2 million for the first quarter of 2009 compared to
$16 million in the same period in 2008, primarily due to lower
window films revenue, partially offset by reduced SG&A costs.

Technical Specialties Segment

Technical Specialties' first quarter 2009 net sales were
$167 million, down $85 million or 34% compared to the same period
in 2008.  Adjusted EBITDA decreased to $46 million for the first
quarter of 2009 compared to $59 million in the prior year period,
primarily due to lower volumes partially offset by improved
selling prices and lower SG&A costs.  Adjusted EBITDA margins
expanded to 28% in the first quarter in comparison to 23% in the
prior year period.

Unallocated and Other

Unallocated and other losses increased $5 million to $16 million
compared to the first quarter 2008, primarily attributable to year
over year changes with currency transaction gains and losses and
lower interest income.

Discontinued Operations -- Integrated Nylon Segment

As announced previously, Solutia has entered into a definitive
agreement to sell its nylon business and results for this business
are reported as Discontinued Operations.  In the first quarter,
income from discontinued operations decreased $345 million to a
net loss of $155 million, in comparison to the same period in
2008.  The first quarter results for 2009 were negatively impacted
by non-cash charges of $101 million, net of tax to adjust the book
value of the Nylon business to its estimated fair value as of the
March 31, 2009.  The first quarter results for 2008 were impacted
by reorganization items and certain gains and losses totaling a
net gain of $210 million.  Despite continued demand pressure in
this business, discontinued operations provided cash of
$35 million in the first quarter, as a reduction in working
capital more than offset the operating losses of the business.

"The nylon sale will complete Solutia's transformation into a
pure-play performance materials and specialty chemicals company.
Our going-forward portfolio of high-margin businesses with world-
leading positions sets the stage for long-term growth and success
once economic conditions improve," added Mr. Quinn.

Leverage and Liquidity

For the first quarter of 2009, the Company reduced net debt by
$50 million to $1,314 million and had liquidity of $163 million.
Cash provided by continuing operations before reorganization
activities for the quarter was $30 million compared to a use of
$36 million for the same period for 2008.  The improvement in cash
from continuing operations was primarily attributed to
improvements in working capital, lower incentive payments and
lower funding of pension and other postretirement benefit plans.

"As we stated during our fourth quarter conference call, we are
focused on preserving and enhancing our liquidity position in
light of the current economic environment," said James M.
Sullivan, executive vice president and chief financial officer.
"To this end, we have obtained a $74 million unsecured term loan
with one of our German subsidiaries.  We have used the net
proceeds to reduce the outstanding balance on our revolving credit
facility, which has increased Solutia's liquidity."

Outlook

As the Company expected, the sharp decline in demand that
commenced during the fourth quarter of 2008 continued through much
of the first quarter of this year.  During this period year over
year volume declines were magnified by inventory destocking
actions.  Inventory levels for the most part now appear to be
better aligned with the weaker downstream demand environment.  The
Company expects a relatively soft demand environment with some
seasonal growth in the coming quarters and has taken additional
actions to right-size the business to reflect these expectations.

Based on these actions, and the results of the first quarter which
were consistent with management expectations, the Company is
reiterating its Adjusted EBITDA target for 2009 in the range of
$325 million to $350 million.  On account of the strong cash
generation in the first quarter, the Company is increasing its
2009 target range for cash from continuing operations less capital
spending to $50 million to $100 million, from $25 million to
$75 million.

The Company's financial statements are available for free at:

               http://ResearchArchives.com/t/s?3c8a

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOTHEBY'S INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Sotheby's to 'BB-' from 'BBB-'.  The three-notch
downgrade follows what in S&P's view has been a severe decline in
company performance due to the greatly reduced art auction market,
S&P's expectation that business will remain depressed throughout
2009, a substantial increase in debt leverage, and S&P's
projection that, absent an amendment or other relief, Sotheby's is
likely to breach a financial covenant in the near term.  At the
same time, S&P removed the ratings from CreditWatch with negative
implications, where they were placed on Feb. 9, 2009.  The outlook
is negative.

At the same time, S&P lowered the rating on the company's senior
unsecured notes to 'B' from 'BBB-' and assigned a recovery rating
of '6' to the notes, indicating S&P's expectation of negligible
(0%-10%) recovery in the event of default.  S&P also lowered the
rating on the company's convertible notes to 'B' from 'BBB-' and
assigned a recovery rating of '6' to the notes, indicating S&P's
expectation of negligible (0%-10%) recovery in the event of
default.

"The speculative-grade ratings on Sotheby's reflect S&P's view of
the volatile worldwide demand for art, seasonal operations due to
timing of auctions, and historical use of guarantees which has led
to wide margin movement," said Standard & Poor's credit analyst
David Kuntz.  Other factors include a highly leveraged capital
structure and weak credit protection metrics.


SOURCE INTERLINK: Plan Confirmation Hearing Slated for May 28
-------------------------------------------------------------
Source Interlink Companies, Inc., provided an update concerning
its structured reorganization and said its common stock will cease
trading on the The Nasdaq Stock Market at opening of business on
May 14, 2009.

On April 28, 2009, the Company reached a restructuring agreement
to take the Company private and eliminate nearly $1 billion of its
existing debt.  To facilitate the restructuring, the Company filed
a lender-approved pre-packaged Plan of Reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

During first day motions, held Wednesday, the Court entered
various orders to enable the Company to continue operations in the
ordinary course, including authorization to pay all vendors in
full and on time if they agree to maintain current credit and
payment terms and approval of a $385 million debtor-in-possession
financing arrangement.  The financing arrangement was consummated
on Thursday and vendors began receiving payment of pre-filing
charges immediately.  Recognizing the unique nature of the case
and the parties' desire for a prompt conclusion of the
proceedings, the Court set a hearing for May 28, 2009 to confirm
the Company's Plan of Reorganization.

The Plan proposes to pay holders of term loan claims 66.4% of
their allowed claims.  General unsecured claimants will get 100%
of the amount they're owed.  Holders of Senior Notes and equity
securities won't get a dime.

A full-text copy of Source Interlink's plan summary is available
at no charge at:

     http://bankrupt.com/misc/SourceInterlinkPlanSummary.PDF

In accordance with the Company's plan to go private, The Nasdaq
Stock Market informed the Company by letter dated May 5, 2009 that
the Company's common shares would be delisted and all trading
suspended at the opening of business on May 14, 2009 pursuant to
NASDAQ Marketplace Rules 5100, 5110(b), IM-5100-1 and 5250(c)(1).

The action followed the filing of the Company's Plan of
Reorganization and decision to devote its resources to the
restructuring process rather than the filing of its Annual Report
on Form 10-K for the fiscal year ended January 31, 2009.  Because
the delisting is a necessary step in the Company's plan to go
private, the Company does not intend to request a hearing before
the Nasdaq Listing Qualifications Panel to appeal the decision.

In a filing with the Securities and Exchange Commission, Source
Interlink said it is not able to file its Form 10-K within the
prescribed time period without unreasonable effort or expense
because the Company has been devoting substantial resources in
addressing its plan of reorganization.  Prior to the filing, the
Company was negotiating with and soliciting the consents of
certain of its lenders for the plan of reorganization.  This
diversion of resources and the event of filing the Chapter 11 Case
has caused a delay in the Company's closing process such that it
is unable to finalize its books and records and prepare its Form
10-K by the required filing date of May 1, 2009.  The Company will
not be in a position to file by the 15th calendar day following
the required filing date of May 1, 2009.

Based on information currently available, the Company anticipates
that its results of operations for the year ended January 31, 2009
will be significantly different from the results of operations for
the year ended January 31, 2008, due to significant developments
in the business over the past year.

Source Interlink Chairman and Chief Executive Officer Greg Mays
said, "We continue to be very pleased with the progress made this
week in our plan to go private and eliminate a substantial portion
of our existing debt.  We are also pleased with the response of
our trading partners, all of which have enthusiastically supported
our plan. Our restructuring is progressing better than expected.
We are on schedule to emerge shortly with significantly less debt,
materially reduced interest expense and substantially improved
free cash flow allowing us to capitalize on several operational
opportunities to further improve and grow our business. Our
restructuring also will permit our employees to continue to do
what they do best -- provide exceptional service to our
customers."

                      About Source Interlink

Bonita Springs, Florida-based Source Interlink Companies, Inc., --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC publishes more than 75
magazines and 90 related Web sites.  Source Interlink Distribution
services tens of thousands of retail store locations throughout
North America distributing DVDs, music CDs, magazines, video
games, books, and related items.  In addition to distributing more
than 6,000 distinct magazine titles annually, the Company
maintains the largest in-stock catalog of CDs and DVDs in the US
-- a combined total of more than 260,000 titles.  Supply chain
relationships include consumer goods advertisers, subscribers,
movie studios, record labels, magazine, book, and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.

Source Interlink Companies, Inc. and 17 affiliates filed for
bankruptcy on April 27, 2009 (Bankr. D. Del. Case No. 09-11424).
Judge Kevin Gross presides over the case.  David Eaton, Esq., and
David Agay, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones,
Esq., Mark M. Billion, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl Young Jones in Wilmington, Delaware, serve
as bankruptcy counsel.  Meolis & Company LLC serves as the
Debtors' financial advisors, while Kurtzman Carson Consultants LLC
is the Debtors' claims and notice agent.

As of April 24, 2009, the Debtors had $2,436,005,000 in total
assets and $1,995,504,000 in total debts.


SPECTRUM BRANDS: 8 Remaining Debtors File Schedules & Statements
----------------------------------------------------------------
The remaining eight debtor affiliates of Spectrum Jungle Labs
Corporation disclose these assets and liabilities:

   Company                               Assets       Liabilities
   -------                              -------       -----------
   Rovcal, Inc.                     $142,434,166   $2,618,976,394
   Rov Holding, Inc.                 143,661,229    2,882,322,188
   Tetra Holding (US), Inc.           86,740,467    2,637,345,597
   Spectrum Neptune US HoldCo.        58,566,387    2,618,976,394
   Perfecto Manufacturing, Inc.       20,670,151    2,635,073,987
   DB Online, LLC                        108,758    2,618,976,394
   Southern California Foam, Inc.          8,212    2,618,976,394
   Schultz Company                         1,650    2,618,976,394

Debtor Rovcal Inc. discloses that during two years immediately
preceding the Petition Date, the company received income from the
operation of its business:

   Amount          Source                          Year
   ------          ------                          ----
   $125,910,000    Total gross revenue          2006-2007
    240,061,000    Total gross revenue          2007-2008
     72,725,000    Total gross revenue          2008-2009

Debtor Tetra Holding (US), Inc., discloses that during two years
immediately preceding the Petition Date, it received income from
the operation of its business:

   Amount          Source                          Year
   ------          ------                          ----
   $95,237,000     Total gross revenue          2006-2007
    99,924,000     Total gross revenue          2007-2008
    30,227,000     Total gross revenue          2008-2009

Tetra Holding also discloses that it received $2,705,115 of
income from the OPEB Plan Curtailment Gain during the years 2006
to 2007.

Debtor Perfecto Manufacturing, Inc., discloses that during two
years immediately preceding the Petition Date, the company has
received income from the operation of its business:

   Amount          Source                          Year
   ------          ------                          ----
   $43,122,000     Total gross revenue           2006-2007
    39,439,000     Total gross revenue           2007-2008
    13,745,000     Total gross revenue           2008-2009

Debtors Spectrum Neptune US HoldCo, Schultz Company, and Southern
California Foam, Inc., disclose that they did not earn any income
from the operation of their business within two years before the
Petition Date.

Debtor ROV Holding, Inc., reports that it transferred, during the
90 days immediately preceding the Petition Date, to creditors for
which the value of the property affected is not less than $5,475.

Tetra Holding made payments totaling $7,161,415 to more than 100
creditors during the 90 days before the Petition Date.  A list of
the 90-Day Payments is available for free at:

      http://bankrupt.com/misc/TetraUS_90day_creditors.pdf

Within 90 days immediately preceding the Petition Date, Perfecto
has made payments to more than 80 creditors totaling $9,766,094
on loans, installment purchases of goods or services, and other
debt.  A list of the 90-Day Payments is available for free
at http://bankrupt.com/misc/Perfecto_90day_creditors.pdf

Due to privacy concerns, the list of the 90-Day Transfers made to
employees will be provided on a confidential basis to the Office
of the United States Trustee and key interested parties who have
executed a confidentiality agreement.

Within one year immediately preceding the Petition Date, ROV
Holdings paid $35,213,350 to Cayman Islands Finance Co.

Within one year immediately preceding the Petition Date, Tetra
Holdings paid $1,425,759 to five creditors who are insiders:

   Name                                   Amount
   ----                                   ------
   Kevin B. Brenner                     $544,719
   Aquaria, Inc.                           2,385
   Aquarium Systems                      568,132
   Jungle Laboratories Corp              119,755
   Perfecto Manufacturing                190,766

Within one year immediately preceding the Petition Date, Perfecto
paid a total of $2,801,190 to these creditors who are insiders:

   Creditor                         Amount
   --------                         ------
   Aquaria, Inc.                   $40,469
   Aquarium Systems                 27,899
   Tetra Holding (US), Inc.      2,732,822

Within one year immediately preceding the Petition Date, Tetra
Holding was or is party to four lawsuits and administrative
proceedings:

   Caption of Suit            Location                   Status
   ---------------            --------                   ------
   Aquarium Alimantos
   Para Peizes Ltda. v        Brazil                    Settled
   Tetra Holding(US), Inc.

   Elissa F. Tucker v         EEOC and Virginia            Open
   Tetra-United Pet Group,    Council of Human
   Inc.                       Rights

   Mercury Insurance          Superior Court               Open
   Company of Georgia         of Fulton Fulton
   v United Pet Group         County
   et al

   Theresa Urekew v           Superior Court of
   Tetra Holding(US),         California County          Closed
   Inc., et al                El Dorado

One year immediately preceding the Petition Date, Perfecto was or
is party to these lawsuits and administrative proceedings:

   Caption of Suit            Location                   Status
   ---------------            --------                   ------
   Amica LLoyds of Texas      Judicial Dist Court
   v Petsmart Inc. et al      of Harris County             Open
                              Texas

   Daniel Walters v United    Court of Common
   Industries, et al          Pleas of                   Closed
                              Philadelphia County

   Farmers' Insurance Co.     Superior Court of
   of Arizona v Perfecto      State of Arizona             Open
   Mfg., et al                Maricopa County

   Horace Mann Insurance v    24th Judicial Dist.
   Chubb Indemnity Insurance  Court for the Parish         Open
   Company                    of Jefferson, Louisiana

   Julie Ruda v Perfecto      Hamilton County
   Mfg., Inc.                 Superior Court          Dismissed
                              Hamilton, Indiana

   Katherine Graves v         Indiana Workers'             Open
   Perfecto Mfg., Inc.        Compensation Board

   Melania McDaniel v         Magistrate Court of       Settled
   Spectrum Brands, Inc.      Logan County
   dba Perfecto Mfg., Inc.    West Virginia

   Ramira Cabangal and        Circuit Court of the
   Charley Cabangal v         16th Judicial Dist.     Dismissed
   Sea Escapes II, Ltd.       Kane County, IL.
   dba Perfecto Mfg., Inc.

   Safeco Insurance Co.       Judicial Dist. Court      Settled
   of America v Perfecto      of Harris County, Texas
   Mfg., Inc.

Tetra Holding gave gifts or charitable contributions to four
persons or organizations within one year immediately preceding
the Petition Date:

   Name                                  Date       Value
   ----                                  ----      ------
   United Way of Montgomery            01/07/09    $5,707
   Military Family Support Center      05/28/08       385
   New River Land Trust                03/17/08       100
   Blacksburg Church Youth Baseball    03/10/08       150

Perfecto further discloses that it has given gifts or charitable
contributions within one year immediately preceding the Petition
Date:

   Name                                    Date     Value
   ----                                    ----     -----
   First USA Bank, NA-Visa              12/20/08     $240
   White River Christian Church         11/20/08      250
   First USA Bank, NA-Visa              10/20/08      201
   Madison County Humane Society        10/20/08      200
   National Child Safety Council        10/14/08      100
   St. Tarcisius School Memorial Fund   10/07/08      100
   Noblesville Police Department        09/26/08      200
   First USA Bank, NA-Visa              06/19/08      625
   Flames                               06/17/08      100
   Matt Cridge                          06/12/08      125
   First USA Bank, NA-Visa              05/21/08      100
   Boys and Girls Club of Noblesville   04/28/08      400
   Michael Treinen Medical Trust Fund   04/01/08      100
   First USA Bank, NA-Visa              03/11/08      500
   Noblesville High School Prom         02/07/08      100

As of February 1, 2009, Tetra Holding's inventories are valued at
$21,819,072.  As of February 1, 2009, the amount of Perfecto's
inventory was $8,947,691.

Within one year immediately preceding the Petition Date, Tetra
Holdings has credited the withdrawals of these insiders:

   Name                                   Amount
   ----                                   ------
   Kevin B. Brenner                     $544,719
   Aquaria, Inc.                           2,385
   Aquarium Systems                      568,132
   Jungle Laboratories Corp              119,755
   Perfecto Manufacturing                190,766

Within one year immediately preceding the Petition Date, Perfecto
has credited the withdrawals of these insiders:

   Name                             Amount
   --------                         ------
   Aquaria, Inc.                   $40,469
   Aquarium Systems                 27,899
   Tetra Holding (US), Inc.      2,732,822

The Remaining Debtors also disclose that they 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 for, pursuant to a
       $225,000,000 Asset-Based Lending Credit Facility, having
       first priority liens on the Debtors' accounts receivable
       and inventory.

                      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 Approves Ernst & Young Engagement
--------------------------------------------------------
Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their
debtor affiliates sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to employ Ernst & Young LLP to provide accounting,
auditing and tax services effective as of March 7, 2009.

The Debtors tapped Ernst & Young to ensure that they are able to
address the accounting, auditing and tax-related issues that will
arise either during their Chapter 11 cases or in connection with
their Chapter 11 filings, their proposed plan of reorganization
and their anticipated emergence from Chapter 11.

Anthony L. Genito, the Debtors' Chief Financial Officer, asserted
that the employment of E&Y LLP is critical in the sense that the
Debtors lack the internal expertise to address the many
accounting, auditing and tax-related issues they will face.  E&Y
LLP has substantial experience in providing accounting and
auditing services and other tax advice to Chapter 11 debtors and
is well suited to provide the Services required by the Debtors, he
told the Court.

Furthermore, none of the Debtors' other professionals has provided
or will provide the Services, Mr. Genito said.  Perella Weinberg
Partners LP is being retained to provide financial advisory and
investment banking services, KPMG LLP is being retained to provide
certain auditing, accounting services, and tax consulting
services, and Deloitte Tax LLP is being retained to provide
certain tax consulting and compliance services.  E&Y LLP will
provide only the Services and neither of Perella Weinberg Partners
LP, KPMG LLP nor Deloitte Tax LLP will provide any services
outside their described areas, Mr. Genito clarified.

The Services for which the Debtors propose to engage E&Y LLP
include:

   (a) Fresh Start Accounting and Valuation Services.  E&Y LLP
       will provide Spectrum Brands, Inc. with "Fresh Start
       Accounting" advisory services related to the Debtors'
       emergence from bankruptcy, including assistance related to
       the fair value allocation, and to provide a valuation of
       the Debtors' assets and business enterprise;

   (b) Section 404 Sox Services.  E&Y LLP will (i) provide
       Debtors' management with ongoing advice and assistance
       related to Debtors' internal control activities to comply
       with Section 404 of the Sarbanes-Oxley Act of 2002,
       including assisting Debtors' management prepare its
       documentation, test and evaluate internal controls over
       financial reporting for the Debtors' significant accounts,
       financial risks, processes and locations, as identified by
       the Debtors' management, and to report any findings and
       recommendations for improvements in the controls that E&Y
       LLP may identify as a result of this assistance  and (ii)
       provide services to assist and work in conjunction with
       the Debtors' internal audit function;

   (c) Master Tax Services.  E&Y LLP will perform tax services as
       set forth in specific Statements of Work issued under the
       Master Tax Services Agreement;

   (d) Income Tax Provision Assistance Services.  E&Y LLP will
       review the annual and quarterly income tax provision
       computation prepared by Spectrum Brands, Inc. for
       the year ended September 30, 2009.

Details of the services to be provided by E&Y LLC are fully
discussed in the Engagement Letter, a full-text copy of which is
available for free at:

        http://bankrupt.com/Spectrum_engagement_ltr.dbf

For their professional services, the Debtors will pay E&Y LLP on
an hourly basis depending on the category of work provided:

   (a) For their Fresh Start Accounting and Valuation Services,
       E&Y's rates are:

         Professional                        Hourly Rate
         ------------                        -----------
         Partners / Principals                  $550
         Senior Managers                        $450
         Managers                               $390
         Seniors                                $290
         Staff                                  $215
         CSA                                     $60

   (b) For their general Section 404 Sox Services, the Debtors
       pay E&Y $175 per hour; and $190 per hour for their IT
       Section 404 SOX services;

   (c) For their Internal Audit Services performed by business
       process professionals, the Debtors pay E&Y LLP $175 per
       hour and $190 per hour for services performed by IT or
       data analysis professionals;

   (d) For their Income Tax Provision Services, the Debtors pay
       E&Y LLC:

         Professional                        Hourly Rate
         ------------                        -----------
         National Executive Directors /
         Principals / Partners                  $575
         Executive Directors
         Principals / Partners                  $550
         Senior Managers                        $450
         Managers                               $390
         Seniors                                $290
         Staff                                  $215

In the 90 days prior to the Petition Date, the Debtors paid E&Y
approximately $183,607 for fees and reimbursement of expenses.
E&Y has received no other compensation from the Debtors pursuant
to the Engagement Letters, Mr. Genito noted.

Les Bethune, a partner of E&Y LLP, assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) as modified by Section 1107(b) and Section 327(a) of the
Bankruptcy Code, and does not hold or represent any interest
adverse to the Debtors estates.

In the order, Judge King ruled that with respect to the
indemnification claims based on acts occurring after the Petition
Date but prior to the effective date of a confirmed plan of
reorganization in the Debtors' Chapter 11 cases, all requests for
indemnity under the Engagement Letters will be made by means of
an application and will be subject to review by the Court to
ensure that payment of the indemnity conforms to the terms of the
applicable Engagement Letter and is reasonable based on the
circumstances of the litigation or settlement in respect of which
indemnity is sought.  In no event will E&Y be indemnified for
losses that are determined by a court or other tribunal of
competent jurisdiction to have arisen from its own or its
subcontractors' bad faith or intentional misconduct.

The Debtors will coordinate with their retained professionals to
try to ensure that the work performed by E&Y will not be
duplicative of work performed by any other professional retained
by the Debtors in the bankruptcy cases.

                      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: Equity Panel's Bid to Hire Allen & Co. Dismissed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, dismissed as moot a request by the Official
Committee of Equity Security Holders in the bankruptcy cases of
Spectrum Jungle Labs Corporation, Spectrum Brands, Inc., and their
debtor affiliates, to retain Allen & Company LLC as its financial
advisors.

As financial advisor, Allen & Company was to:

   (a) analyze business plans and forecasts of the Debtors;

   (b) evaluate the assets and liabilities of the Debtors;

   (c) evaluate the stand-alone business plan of the Debtors;

   (d) assess the financial issues and options concerning the
       Debtors' Chapter 11 Plan(s) of reorganization or any other
       Chapter 11 plan(s);

   (e) analyze and review the financial and operating statements
       of the Debtors;

   (f) assist in the determination of an appropriate capital
       structure for the Debtors;

   (g) analyze strategic alternatives available to the Debtors;

   (h) evaluate the Debtors' debt capacity in light of its
       projected cash flows; and

   (i) provide other financial advisory and investment banking
       services as may be agreed upon by Allen & Company and the
       Committee.

AS financial advisor, Allen & Company will be paid:

   (i) a Monthly Fee of $200,000, plus

  (ii) a Restructuring Fee of $2,000,000 earned and payable upon
       the confirmation of any restructuring or similar
       transaction which results in consideration or distribution
       in any form being paid to any or the equity security
       holders.  Commencing on the fourth month 50% of the
       subsequent Monthly Fee will be creditable against the
       Restructuring Fee;

(iii) reimbursement for reasonable and necessary expenses
       incurred in connection with the services performed for the
       Equity Committee; and

  (iv) an indemnification of Allen & Company relating to Allen's
       engagement by the Equity Committee.

Enrique Senior, managing director of Allen & Company, said his
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code and that Allen & Company
does not have an interest materially adverse to the interest of
the Debtors, the estate or any class of its creditors or security
holders.

The Debtors, in response, did not agree with the retention
application and asked the Court to deny the application by reason
of their insolvency.  The Debtors are joined in by Harbinger
Capital Partners, which contended that the Debtors' estates should
not be prospectively compelled to pay for Allen & Company's
services to the Committee where the Debtors are insolvent and
there is not a significant likelihood that equity holders are
entitled to any distribution under a plan of reorganization.

Prior to the Debtors' and Harbingers' objections, the Committee's
Application to retain Allen & Company was already dismissed by the
Court as moot.

                      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: Equity Panel Can Hire Jackson Walker as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, authorized the Official Committee of Equity
Security Holders in the bankruptcy cases of Spectrum Jungle Labs
Corporation, Spectrum Brands, Inc., and their debtor affiliates,
to retain Jackson Walker L.L.P. as its local counsel during the
pendency of the Debtors' bankruptcy cases.

Mittleman Brothers' Managing Partner Christopher P. Mittleman said
the Committee selected the Jackson Walker because of the firm's
knowledge of the local rules and procedures of the Western
District of Texas, and its expertise in the field of debtors and
creditors' rights and business reorganizations under the
Bankruptcy Code.  Moreover, the Committee believes that the firm
is well qualified and uniquely able to act on the Committee's
behalf.

For its services, Jackson Walker will be paid on an hourly basis
and reimbursed of its actual, necessary and reasonable expenses.

Jackson Walkers' rates are:

   Professional                              Hourly Rate
   ------------                              -----------
   Claiborne B. Gregory, Jr., Esq.                  $425
   Paralegals and employees                 $105 to $175

Claiborne B. Gregory, Jr., Esq., at Jackson Walker L.L.P., in San
Antonio, Texas, assures the Court his firm does not hold or
represent interests adverse to the Debtors' bankruptcy cases.
Further, Jackson Walker is a disinterested person and is eligible
to serve as counsel for the Committee pursuant to Section 328 and
1103 of the Bankruptcy Code, Mr. Gregory asserts.

After the Court issued the order approving the Jackson Walker
retention application, the Debtors, D.E. Shaw Laminar Portfolios,
L.L.C., and Harbinger Capital Partners objected and asked the
Court to deny the relief requested by the Committee.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP in
New York, stated that although the Court has entered the Jackson
Order, the objection deadline with respect to the Application has
not yet expired.

The Application should be denied because the Debtors' estates
should not be prospectively compelled to pay for Jackson's
services to the Equity Committee, Mr. Baker asserted.  The
Debtors' contentions are supported by Laminar and joined in by
Harbinger Capital Partners.

                      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: Hearing Today on Equity Panel Bid to Hire Alston
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, will convene a hearing May 7, 2009, at 9:30 a.m.
to consider the request of the Official Committee of Equity
Security Holders appointed in the bankruptcy cases of Spectrum
Jungle Labs Corporation, Spectrum Brands, Inc., and their debtor
affiliates, to retain Alston & Bird LLP as its counsel nunc pro
tunc March 9, 2009, pursuant to Sections 328 and 1103(a) of
the Bankruptcy Code.

Christopher P. Mittleman, Managing Partner of Mittleman Brothers
LLC and Committee Chair, said the Committee has selected Alston &
Bird because of the expertise and experience of the firm's
attorneys in complex business reorganizations filed under Chapter
11 of the Bankruptcy Code.  Alston & Bird, he said, has expertise
and experience practicing before bankruptcy courts throughout the
country representing committees, trustees, examiners, debtors,
investors and shareholders.  Furthermore, Alston & Bird's broad-
based practice, which includes expertise in the areas of
litigation and tax, as well as bankruptcy, will permit it to
represent fully the interests of the Committee in an efficient and
effective manner, Mr. Mittleman said.

Alston & Bird's services will include, without limitation,
assisting, advising and representing the Committee with respect
to:

   (a) the administration of the bankruptcy cases and the
       exercise of oversight with respect to the Debtors' affairs
       including all issues arising from or impacting the Debtors
       or the Committee in these Chapter 11 cases;

   (b) the preparation on behalf of the Committee of all
       necessary applications, motions, orders, reports and other
       legal papers;

   (c) appearances in the Court to represent the interests of
       the Committee;

   (d) the objection by the Committee to the pre-negotiated plan
       of reorganization filed in the Chapter 11 cases;

   (e) investigations, if any, as the Committee may desire
       concerning, among other things, the acts, conduct, assets,
       liabilities and financial condition of the Debtors, and
       the operation of the Debtors' businesses that may be
       relevant to the bankruptcy cases;

   (f) communications with the Committee's constituents and
       others as the Committee may consider desirable in
       furtherance of its responsibilities; and

   (g) the performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of other services as are in the
       interests of those represented by the Committee or as may
       be ordered by the Court.

For its services, Alston Bird expects to be paid on an hourly
basis:

   Professional                   Hourly Rates
   ------------                   ------------
   Partner                        $540 to $860
   Counsel                        $480 to $770
   Associate                      $330 to $575
   Paralegal                      $170 to $315

Martin G. Bunin, Esq., at Alston & Bird LLP, in New York, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                            Objections

The Debtors asked the Court to deny the Committee's Application
arguing that they should not be compelled to pay for Alston's
representation of the Equity Committee.  There is no way to
quantify the total proposed cost of Alston's retention to the
Debtors' estates, the Debtors further argue.

Creditors D. E. Shaw Laminar Portfolios, L.L.C., and Harbinger
Capital Partners and certain of its affiliates, in a separate
filing, also disagree with the retention application.  Laminar
supports the Debtors' objection and request for denial of the
application.  Harbinger joins in the Debtors' assertion, believing
that the Debtors' objection is meritorious in its entirety and
should be sustained, as the Debtors should not be compelled to pay
for Alston's representations of the Equity Committee.

                      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: United Industry Files Schedules and Statement
--------------------------------------------------------------
United Industry Corporation, an affiliate of Spectrum Jungle Labs
Corporation and Spectrum Brands, Inc., filed with the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, its schedules of assets and liabilities, disclosing:

A.   Real Property
     Wonder Mulch Facility - Livingston, TX            $574,822
     Closed Facility - Gloversville, NY                 316,225
     Wonder Mulch Facility - Cave City, KY               98,597

B.   Personal Property

B.1  Cash on Hand                                           500
B.2  Bank Accounts                                      471,279
B.3  Security Deposits                                  791,931
B.13 Stock and interests                                771,496
B.15 Governmental & corporate bonds                      45,997
B.16 Accounts receivable                             29,765,711
B.18 Other liquidated debts                             285,204
B.23 Licenses                                        46,377,168
B.24 Customer lists                                  55,146,832
B.25 Automobiles                                        108,391
B.28 Office equipment                                 7,338,171
B.29 Machinery                                       13,869,413
B.30 Inventory                                       83,066,413
B.35 Other personal property                        241,613,233

     TOTAL ASSETS                                  $480,641,388
     ==========================================================

C. Property Claimed as Exempt                                $0

D. Creditors Holding Secured Claims               1,528,594,370

E. Creditors Holding Unsecured Priority Claims                0

F. Creditors Holding Unsecured
   Non-priority Claims                            1,829,946,332

     TOTAL LIABILITIES                           $3,358,540,702
     ==========================================================

The liability amount noted for Schedule F includes contingent
liabilities arising from the Debtor's guarantee of issued notes:

   Indenture                                         Liability
   ---------                                         ---------
   8-1/2% Senior Subordinated Notes due 2013        $2,955,080

   7-3/8% Senior Subordinated Notes due 2015       725,955,902

   Variable Rate Toggle Senior Subordinated
   Notes due 2013                                  361,471,041

United Industry also filed its statement of financial affairs.
United Industry discloses that during two years immediately
preceding the Petition Date, the company has received income from
the operation of its business:

    Amount             Source                          Year
    ------             ------                          ----
    $0                 Total gross revenue      2006 - 2007
    647,337,000        Total gross revenue      2007 - 2008
    73,911,000         Total gross revenue      2008 - 2009

Within 90 days immediately preceding the Petition Date, United
Industries paid to more than 100 creditors totaling $90,145,987
on loans, installment purchases of goods or services, and other
debt.  A list of the Payments is available for free at:

   http://bankrupt.com/misc/UnitedIndustry_90day_creditors.pdf

Due to privacy concerns, the employee payroll amounts are not
included in the list.  Upon request, the list of the employee
payroll amounts will be provided on a confidential basis to the
Office of the US Trustee and key interested parties who have
executed a confidential agreement.

Within one year immediately preceding the Petition Date, United
Industry paid $1,385,941 to two creditors who are insiders:

   Name                                   Amount
   ----                                   ------
   Robert A. Prather                    $414,465
   Amy Yoder                             971,476

Within one year immediately preceding the company's Petition
Date, United Industry was or is party to approximately 77 suits
and administrative proceedings, a list of which is available for
free at http://bankrupt.com/misc/UnitedIndustry_cases.pdf

United Industry gave gifts or charitable contributions to four
persons or organizations within one year immediately preceding
the Petition Date:

   Name                                    Date     Value
   ----                                    ----     -----
   Arkansas Comets Soccer              08/11/08    $2,500
   Kaboom!                             03/06/08     5,000
   MV 7 Foundation                     05/09/08     1,000
   Wills Park Titans                   01/06/08       500

United Industry says it incurred a total of $295,000 of losses
due to employee theft within one year immediately preceding its
Petition Date:

   Goods                         Value
   -----                         -----
   Checks/Deposits            $289,843
   Laptop Computers              5,000

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.

United Industry holds these properties on behalf of other
companies:

   Name of Owner               Property               Value
   -------------               --------               -----
   AFA Polytek                 OPUS SOS Trigger          $0
                               Spray Consigned
                               Inventory

   ALDC Corporation            Cash Deposit         $10,000
                               (Disputed)

   Coastal Supply              Security              10,000
                               Deposit

   Hope Agri Products          Security
                               Deposit               15,000

As of February 1, 2009, the amount of United Industry's inventory
was $83,066,413.

Within one year immediately preceding the Petition Date, the
company has credited the withdrawals of these insiders:

   Name                                   Amount
   ----                                   ------
   Robert A. Prather                    $414,465
   Amy Yoder                             971,476

                      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: United Pet's Unit Files Schedules and Statement
----------------------------------------------------------------
United Pet Group, an affiliate of Spectrum Jungle Labs Corporation
and Spectrum Brands, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division, its
schedules of assets and liabilities, disclosing:

A.   Real Property                                           $0

B.   Personal Property

B.1  Cash on hand                                        17,500

B.2  Bank Accounts                                      846,648

B.3  Security Deposits                                  301,466

B.16 Accounts Receivable
     Non-Trade EIO                                      792,000
     Reserve Firstrax and Eight-in-One                 (122,695)
     Trade Firstrax and Eight-in-One                 13,906,673
     Intercompany Receivable
        Aquaria, Inc.                                10,980,588
        Perfecto Manufacturing, Inc.                 13,366,295
        Spectrum Brands, Inc.                       144,513,409
        Spectrum Jungle Labs                         11,275,939
        Tetra GmbH                                        9,194
        Tetra Holdings (US), Inc.                        88,404
        Tetra Japan, KK                                 161,362
        US Home and Garden                            3,591,503

B.18 Other Liquidated Debts                             602,031
B.24 Customer Lists                                  41,036,349
B.25 Automobiles                                          4,200
B.28 Office Equipment                                 1,579,740
B.29 Machinery                                        7,550,100
B.30 Inventory                                       45,473,923
B.35 Other Personal Property                         60,746,393

     TOTAL ASSETS                                  $500,438,922
     ==========================================================

C. Property Claimed as Exempt                                $0

D. Creditors Holding Secured Claims               1,528,594,370

E. Creditors Holding Unsecured Priority Claims                0

F. Creditors Holding Unsecured
   Non-Priority Claims                            1,247,631,690

     TOTAL LIABILITIES                           $2,776,226,060
     ==========================================================

The liability amount noted for Schedule D includes a
$1,364,433,802 contingent liability arising from the Debtor's
guarantee of the $1.6 billion Credit Agreement dated March 30,
2007, and a $161,160,571 contingent liability arising from the
Debtor's guarantee of the $225 million Credit Agreement dated
September 28, 2007.

The liability amount noted for Schedule F includes these
contingent liabilities arising from the Debtor's guarantee of
issued notes:

   Indenture                                      Liability
   ---------                                      ---------
   8-1/2% Senior Subordinated Notes due 2013     $2,955,080

   7-3/8% Senior Subordinated Notes due 2015    725,955,902

   Variable Rate Toggle Senior Subordinated
   Notes due 2013                               361,471,041

Liability listed in the Schedules do not include amounts
associated with (i) claims owing to government units, (ii)
employee claims, (iii) certain customer claims, or (iv)
contingent, unliquidated, or disputed claims.

United Pet Group filed its statements of financial affairs.
United Pet Group reports that during two years immediately
preceding the Petition Date, it received income from the operation
of its business:

   Amount             Source                          Year
   ------             ------                          ----
   $188,108,000       Total Gross Revenue      2006 - 2007
    202,040,000       Total Gross Revenue      2007 - 2008
     64,626,000       Total Gross Revenue      2008 - 2009

Within 90 days immediately preceding the Petition Date, United
Pet Group paid to more than 100 creditors $81,886,927 on loans,
installment purchases of goods or services, and other debt.  A
list of the Payments is available for free at:

   http://bankrupt.com/misc/UnitedPet_90day_creditors.pdf

Due to privacy concerns, the employee payroll amounts are not
included in the statement.  Upon request, the list of the
employee payroll amounts will be provided on a confidential basis
to the Office of the US Trustee and key interested parties who
have executed a confidential agreement.  The list also does not
include any bank account sweeps made by Wachovia Bank, National
Association, as agent pursuant to the $225,000,000 credit
agreement dated September 28, 2007.

Within one year immediately preceding the Petition Date, United
Pet was or is party to more than 10 suits and administrative
proceedings, a list of which is available for free at:

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

United Industry gave gifts or charitable contributions to 18
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/UnitedPet_donations.pdf

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.

As of February 1, 2009, the amount of United Pet's inventory was
$45,473,923.

                      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)


STALLION OILFIELD: S&P Junks Ratings; Kirkland Hired
----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Stallion Oilfield Services Ltd. to
'CCC' from 'B-'.  The outlook is developing.

Standard & Poor's also lowered its senior secured debt rating on
Stallion to 'B-' from 'B+' and kept the recovery rating at '1',
indicating S&P's expectation for very high (90% to 100%) recovery
in the event of a payment default.  Standard & Poor's also lowered
the senior unsecured debt rating to 'CCC' from 'B-' and kept the
recovery rating at '4', indicating the expectation for average
(30% to 50%) recovery in the event of a payment default.

"The downgrade primarily reflects the announcement that Stallion
is currently seeking strategic alternatives that would alleviate
the concern of a potential total leverage covenant violation,"
said Standard & Poor's credit analyst Kenneth Cox.  Stallion's
debt to EBITDA was sufficient to meet the 4.25x leverage covenant
as of Dec. 31, 2008, but the severity of the reduction in capital
spending by exploration and production companies could put the
company in jeopardy of violating this covenant in subsequent
quarters.  Stallion has hired Miller Buckfire & Co. LLC and Alix
Partners LLP as financial advisors and Kirkland & Ellis LLP and
Vinson & Elkins LLP as legal counsel to aid in this effort.

The outlook is developing.  S&P could take further negative rating
actions if Stallion resolves this issue in a manner that impairs
lenders or results in a disruption of debt service timeliness.
Alternatively, S&P could take positive rating actions if the
company reaches a solution that does not alter debt service
timeliness or cause an impairment to lenders.

                            *    *    *

According to Bloomberg's Bill Rochelle, the law firm, Kirkland &
Ellis LLP, is known for representing companies in Chapter 11.


STAAR SURGICAL: Posts $1.7 Million Net Loss for April 3 Quarter
---------------------------------------------------------------
STAAR Surgical Company reported financial results for the first
quarter ended April 3, 2009:

    * Net loss for the first quarter ended April 3, 2009 totaled
      $1.7 million, or $0.06 per common share.  For the same
      period in 2008, the Company reported a net loss of
      $8.9 million, or $0.30 per common share.  Approximately
      $5.4 million of the first quarter 2008 net loss was due to
      purchase accounting charges in the acquisition of STAAR
      Japan.

    * At April 3, 2009, the Company had $49.8 million in total
      assets, $28.6 million in total liabilities and $14.3 million
      in shareholders' equity.  At April 3, the Company had total
      cash of $3.7 million versus $5.0 million at January 2, 2009.
      During the quarter, cash used in operations totaled $448,000
      compared with $3.4 million in the first quarter of 2008,
      $2.8 million in the second quarter of 2008, $1.1 million in
      the third quarter of 2008 and approximately $1.0 million in
      the fourth quarter of 2008.

    * Global sales for the first quarter were $18.3 million, a 5%
      increase over the first quarter of 2008 on a constant
      currency basis, and a 2% increase on a GAAP reporting basis.

    * International sales achieved 9% growth year-over-year on a
      constant currency basis and 5% growth on a GAAP reporting
      basis. International sales totaled $14.0 million versus
      $13.4 million reported in the same period for 2008.

    * U.S. sales declined by 6% to $4.2 million compared with the
      same period in 2008 due to a 33% decline in other product
      sales and an 8% decline in IOL sales.  These declines were
      partially offset by a 24% increase in U.S. Visian ICL sales.

    * Gross profit margin rose to 57%, a 13 percentage point
      improvement over the 43% gross margin reported for the first
      quarter of 2008.  Excluding the impact of charges for the
      acquisition of STAAR Japan in 2008, gross margin in the
      first quarter improved 500 basis points. The U.S. reported a
      10% percentage point gross profit improvement, while
      international operations reported a 200 basis point
      improvement, led by STAAR Japan with a 700 basis point
      improvement.

    * Operating expenses declined by $5.0 million, or 30%, when
      compared to the $16.5 million reported for the first quarter
      of 2008.  Excluding the impact of the STAAR Japan
      acquisition in 2008, expenses during the first quarter
      declined by $1.2 million, or 9% compared to the prior year
      period.  Operating expense as a percentage of total revenue
      dropped to 63% compared to 92% reported for the prior year
      quarter, or 70% in the prior year quarter when acquisition
      charges are excluded.

    * Operating loss improved by $7.6 million, which is an 87%
      decrease over the $8.7 million loss reported in 2008.
      Operating loss improved $2.2 million, or 66%, when
      acquisition charges in 2008 are excluded.

"Results for the first quarter compared to the period one year ago
clearly demonstrate our continued execution of announced
strategies," said Barry G. Caldwell, President and CEO of STAAR
Surgical.  "Though I would have liked to have seen higher revenue,
we have focused our sales and marketing resources on our highest
margin product lines, which negatively impacted revenue growth,
but led to the continued improvement in our gross margin.  Due to
a manufacturing issue, now behind us, our gross margin was
temporarily reduced by approximately 130 basis points during the
first quarter.  At the same time, we have continued to focus on
significantly lowering our operating expenses globally.  Those
efforts have resulted in the reduction of cash used in operations
during the quarter to $448,000 from $3.4 million in the prior
period.  Despite significant legal expenses, we generated adjusted
EBITDA of $384,000 during the first quarter.  Our net operating
loss was $1.1 million for the quarter including non-cash expenses
of $1.5 million and legal expenses of $0.7 million.

"During the quarter, we believe we made progress on the key
regulatory approvals we are seeking in Japan and the U.S. for the
Visian ICL and Visian Toric ICL.  While we didn't generate cash
during the quarter as was our goal, we did significantly reduce
cash used in operations by 87% from the first quarter of 2008, and
55% from the fourth quarter of 2008.  Given that the first quarter
is typically our most challenging quarter from a cash from
operations perspective, we continue to believe we will generate
cash from operations for the full year, continue to improve
overall gross margin, decrease operating expense and move to
profitability," added Mr. Caldwell.

In the Parallax Medical System, Inc., litigation in the Orange
County Superior Court of the State of California, the Company has
filed a Motion for Judgment Notwithstanding the Verdict and a
Motion for a New Trial.  The court has tentatively set a date of
May 8 to hear arguments on these motions.  After the court has
ruled and entered final judgment, the Company will have 30 days to
file an appeal, then an additional 10 days to post an appeal bond
covering the judgment.  In the Scott Moody, Inc. litigation, which
is before a different judge in the Orange County Superior Court,
STAAR's lead attorney, Mark A. Borenstein, has been appointed to a
judgeship in the Los Angeles County Superior Court by Governor
Schwarzenegger.  The Company has engaged Callahan & Blaine, a
prominent Orange County law firm, to assume representation in the
Moody case.  STAAR will request a continuance so the new firm has
adequate time to prepare for trial.

                        About STAAR Surgical

Monrovia, California-based STAAR Surgical Company (NASDAQ: STAA)
-- http://www.staar.com/-- develops, manufactures and markets
minimally invasive ophthalmic products employing proprietary
technologies.  STAAR's products are used by ophthalmic surgeons
and include the Visian ICL, a tiny, flexible lens implanted to
correct refractive errors, as well as innovative products designed
to improve patient outcomes for cataracts and glaucoma.
Manufactured in Switzerland by STAAR, the ICL is approved by the
FDA for use in treating myopia, has received CE Marking and is
sold in more than 50 countries.  Collamer(R) is the brand name for
STAAR's proprietary collagen copolymer lens material.

STAAR has said it currently lacks the cash to satisfy the final
judgment expected to result from the $4.9 million verdict in the
Parallax case or to fund the bond necessary to pursue appeal.
Execution of judgment is currently stayed until 40 days after
entry of final judgment; if STAAR cannot satisfy the Judgment or
post an appeal bond before the stay expires, STAAR could be
required to petition for protection under federal bankruptcy laws,
which could further impair its financial position and liquidity,
and would likely result in a default under STAAR's $5 million
senior secured promissory note held by Broadwood Partners, L.P.
If it becomes likely that STAAR will not be able to satisfy the
Judgment or post an appeal bond before the stay expires, STAAR
will likely be required to reclassify its indebtedness under the
promissory note as current indebtedness, which could adversely
affect third-party assessments of STAAR's creditworthiness.  STAAR
assumes no obligation to update its forward-looking statements to
reflect future events or actual outcomes and does not intend to do
so.

As reported in the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 2009, the Parallax verdict, along
with STAAR's history of recurring losses, negative cash flows and
limited access to capital has raised substantial doubt regarding
STAAR's ability to continue as a going concern.


STOCK BUILDING: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stock Building Supply Holdings, LLC
        8020 Arco Corporate Drive
        Raleigh, NC 27617

Bankruptcy Case No.: 09-11554

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Stock Building Supply Midwest, LLC                 09-11553
Stock Building Supply Holdings, LLC                09-11554
Coleman Floor, LLC                                 09-11555
Commerical Door Services of Nevada, LLC            09-11556
D.S.I. LLC                                         09-11557
Efficient Enterprises, LLC                         09-11558
General Building Systems, LLC                      09-11559
Johnson-Manley-Black Limited Liability Company     09-11560
KB Framers, LLC                                    09-11561
K&K Door & Trim, LLC                               09-11562
K&K Framers, LLC                                   09-11563
Michael Nicholas Carpentry, LLC                    09-11564
Precision Doors & Hardware, LLC                    09-11565
SBS Construction Holdings, LLC                     09-11566
SBS Construction Services of Arizona, Inc.         09-11567
SBS Construction Services of Colorado, LLC         09-11568
SBS Construction Services of Nevada, LLC           09-11569
SBS Construction Services of New Mexico, LLC       09-11570
SBS Remodeling Services, LLC                       09-11571
Stock Building Supply, LLC                         09-11572
Stock Building Supply of Florida, LLC              09-11573
Stock Building Supply of Texas, LLC                09-11574
Stock Building Supply West, LLC                    09-11575
United Electric, LLC                               09-11576
United Plumbing, LLC                               09-11577
Universal Supply Company, L.L.C.                   09-11578

Type of Business: Stock Building supplies building products to
                  builders, contractors and other customers in
                  the United States.

                  See http://www.stockbuildingsupply.com/

Chapter 11 Petition Date: May 6, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Edward J. Kosmowski, Esq.
                  bankfilings@ycst.com
                  Pauline K. Morgan, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

General Counsel: Shearman & Sterling LLP

Restructuring Consultant: FTI Consulting

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Certainteed Corp               Trade Debt        $2,191,781
Roofing Products Group
PO Box 536771
Atlanta, GA 30353-6771
TEL: 800-581-1141 X 2230
FAX: 800-345-2641

Jeldwen Windows                Trade Debt        $2,083,097
21 Atridge Dr
Marietta, GA 30068
TEL: 800-228-1260
FAX: 813-221-4188

Moulding & Millwork Rich       Trade Debt        $1,577,841
9325a Snowdon River Parkway
Columbia, MD 21046
TEL: 410-423-2440
FAX: 410-423-2450

Firestone Bldg Products Co.    Trade Debt        $1,174,730
PO Box 13664
Newark, NJ 07188-0664
(317) 575-7194
FAX: 317-428-5670

Curries                        Trade Debt        $1,124,717
Box 640744
Pittsburgh, PA 15264-0744
(203) 499-6804
FAX: 515-424-8305

Gerdau Ameristeel              Trade Debt        $1,086,532
PO Box 116660
Atlanta, GA 30368-6660
TEL: 800-237-0230
FAX: 813-207-2319

James Hardie Building          Trade Debt        $953,673
Products
26300 La Alameda, Suite 400
Mission Viejo, CA 90088-7151
TEL: 949-367-4601
FAX: 949-348-4509

West Fraser Inti Ltd.          Trade Debt        $921,848
P.O. Box 951646
8. Dallas, TX 75395-1646
TEL: 250-992-0862
FAX: 318-340-6053

Weyerhaeuser Co.               Trade Debt        $906,063
P.O. Box 75146
Charlotte, NC 28275-5146
TEL: 800-283-9663
FAX: 612-645-9512

City of Hammond                 Trade Debt       $895,483
310 E Charles St.
Hammond, LA 70401
TEL: 985-542-3400
FAX: 985-277 5637

Hampton Lumber Sales Co.        Trade Debt       $846,865
P.O. Box 535035
Atlanta, GA 30353-5035
(503) 203-6512
FAX: 503-203-6611

Parksite Inc.                   Trade Debt       $756,710
6982 Paysphere Circle
Chicago, IL 60674
(919) 335-0000
FAX: 443-376-0982

Primesource Building Products   Trade Debt       $751,849
Primesource Receivables Co. LLC
2517 Paysphere Circle
Chicago, IL 60674
TEL: 800-488-2296
FAX: 407-888-9724

Mitek Industries Inc            Trade Debt       $736,339
4399 Collection Center Dr
Chicago,IL 60693
TEL: 800-325-8075
FAX: 314-434-1394

Louisiana Pacific Corp          Trade Debt       $708,534
P.O. Box 920022
Atlanta, GA 30392
TEL: 208-772-6011
FAX: 208-772-9636

Cox Wood Preserving Co          Trade Debt       $603,285
P.O. Box 1124
Orangeburg, SC 29116-1124
TEL: 803-534-7467
FAX: 803-534-6328

Juan Reynoso                    Litigation       $600,000

Masterbrand Cabinets            Trade Debt       $533,168

AIR Warehouse Orders            Trade Debt       $516,251

New South Companies             Trade Debt       $505,102

US Lumber Group Inc             Trade Debt       $488,098

Boise Building Solutions        Trade Debt       $470,778

Andersen Logistics              Trade Debt       $470,197

Norcraft Co LLC                 Trade Debt       $466,575

Forest City Trading Group LLC   Trade Debt       $460,128

Bluelinx Corporation            Trade Debt       $455,233

Onetree Distribution            Trade Debt       $454,415

Sargent Mfg.                    Trade Debt       $453,420

Temple Inland Gypsum Products   Trade Debt       $424,475

Silver Line Bldg Pro Corp       Trade Debt       $412,968

The petition was signed by James F. Major, Jr., vice president,
finance & strategic planning, and treasurer.


TEKOIL & GAS: Wants to Borrow $23 Million from AIN Abu Dhabi
------------------------------------------------------------
Tekoil & Gas Corporation asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to secure post-petition
financing in the amount of approximately $23 million from AIN Abu
Dhabi Real Estate and Industrial Investments.

Tekoil will use the proceeds of the New DIP Loan:

  -- up to $15 million to purchase the Goldman/J. Aron Assets;

  -- fund approximately $8 million to pay allowed claims under
     the amended plan, if confirmed; and

  -- to pay ongoing operating expenses of the Debtors between the
     closing on the New DIP Loan and the effective date of the
     confirmed amended plan.

Concurrently with the filing of this motion, Tekoil has requested
the Bankruptcy Court for authority to purchase the Goldman/J. Aron
Assets") for up to $15 million in cash.

                  Terms of Proposed Amended Plan

On February 12, 2009, the Debtors filed a Joint Plan of
Reorganization with the Bankruptcy Court.  The Plan contemplates a
pre-confirmation Court-approved auction and sale of all or
substantially all of the Debtors' assets, the transfer of the cash
proceeds from the sale and all other assets of the Debtors'
estates to a creditors' trust, and the payment of allowed claims
by the trust in accordance with the priority scheme prescribed by
the Bankruptcy Code.

The Debtors relate that since filing the Plan, the Debtors have
negotiated with the official committee of unsecured creditors the
terms of a consensual plan as an alternative to the Plan.

If this New DIP Loan is granted and the Court allows the purchase
of the Goldman/J. Aron Assets to proceed, the Debtors will file an
amended plan that will incorporate the terms negotiated with the
Committee.  If confirmed, the amended plan will provide, in lieu
of the auction and sale contemplated by the Plan, that AIN will
receive 75% of the equity in reorganized Tekoil in exchange for
the release of all claims and liens against any assets of the
Debtors' estates arising from the New DIP Loan and the Aron
Notes/Liens.

The New DIP Loan will be the primary source of funds for paying
all allowed claims under the amended plan.  The Debtors and the
Committee believe that the amended plan, and the funding thereof
from proceeds of the New DIP Loan, will provide a substantially
greater recovery to unsecured creditors than they would receive
under the Plan.

                        New DIP Loan Terms

The principal terms of the New DIP Loan are:

  Borrower        : Tekoil and Gas Corporation

  Loan Amount     : $23,000,000

  Term            : The period from the closing date on the New
                    DIP Loan to the earliest to occur of:

                    a) the entry of an order confirming the
                       amended plan and the subsequent occurrence
                       of the effective date of the amended
                       plan;

                    b) the entry of a final, non-appealable order
                       denying confirmation of the amended plan;

                    c) the entry of a final, non-appealable order
                       confirming any plan of reorganization of
                       the Debtors other than the amended plan;

                    d) the entry of a final, non-appealable order
                       approving the sale of all or substantially
                       all of the assets of either of the
                       Debtors;

                    e) the dismissal or conversion of either of
                       the Debtors Chapter 11 cases; and

                    f) the date of the occurrence of an Event of
                       Default under the New DIP Loan.

  Interest Rate   : LIBOR + 1000 bps, with a default rate of
                    LIBOR + 1500 bps.

  Collateral      : Security interests in all of the property,
                    assets, or interests in property or assets of
                    Tekoil, now existing or hereafter acquired or
                    created, with superpriority administrative
                    expense status.

The loan will also be subject to events of Default and remedies
usual and customary for similar facilities, including dismissal of
either of the Debtors' Chapter 11 cases or conversion of either of
the Debtors' Chapter 11 cases to a Chapter 7 case.

                       About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- owns interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to
$50 million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).

Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11
relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405).
Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan
Foley LLP, represent Tekoil and Gas Gulf Coast as counsel.

On October 1, 2008, the Court ordered the joint administration of
the Debtors' bankruptcy cases.


THORNBURG MORTGAGE: Taps Epiq Bankruptcy as Notice & Claims Agent
-----------------------------------------------------------------
Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Epiq Bankruptcy Solutions, LLC, as notice, claims, and
solicitation agent.

Epiq will, among other things:

   i) perform certain noticing functions;

  ii) assist the Debtors in analyzing and reconciling proofs of
      claim filed against the Debtors' estates; and

iii) assist the Debtors in balloting in connection with any
      proposed Chapter 11 plan.

Daniel C. McElhinney, a senior vice president, director of
operations of Epiq, tells the Court that pre-bankruptcy, Epiq was
paid a $152,357 retainer.  Mr. McElhinney adds that there are no
amounts owed to Epiq as of the petition date.

The hourly rates of Epiq personnel are:

   Title                        Rate Range       Average Rate
   ----                         ----------       ------------
   Senior Consultant               TBD               TBD*
   Senior Case Manager          $225 - $275          $247
   Case Manager(Level 2)        $185 - $220          $202
   IT Programming Consultant    $140 - $190          $165
   Case Manager(Level 1)        $125 - $175          $142
   Clerk                         $40 -  $60          $50

   * The level of senior consultant activity will vary by
   engagement.  If the services are required, the usual average
   rate is $295 per hour.

Mr. McElhinney assures the Court that Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.

                     About Thornburg Mortgage

Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  The Company originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Md. Lead Case No. 09-17787).  The Debtors propose to
employ David E. Rice, Esq., at Venable LLP as counsel; Houlihan
Lokey Howard & Zukin Capital, Inc., as investment banker and
financial adviser; Protiviti Inc. as financial advisor; Orrick,
Herrington & Sutcliffe LLP as special counsel; and KPMG LLP as
accountants and tax consultants.  The Debtors' financial
condition, consolidated with their affiliates and non-debtor-
affiliates, as of January 31, 2009, showed total assets of
$24.4 billion and total debts of $24.7 billion.


THORNBURG MORTGAGE: Proposes Protiviti as Financial Advisor
-----------------------------------------------------------
Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Protiviti Inc. as financial advisor.

Protiviti will:

   -- provide bankruptcy financial advisory services as needed;

   -- consult on and support wind-down activity;

   -- review and revise 13-week cash flow projections and
      portfolio valuations;

   -- extend to collateral and adequate protection analysis if
      required;

   -- assist with and review items related to the preparation for
      filing;

   -- assist with and review items required for the preparation of
      bankruptcy schedules for each of five debtors;

   -- assist with and review items required for the preparation of
      the statement of financial affairs;

   -- provide accounting department with assistance and guidance
      re: Chapter 11 protocols and policies;

   -- assist with creditor communications and negotiations and
      utility deposits;

   -- review and assist with management company relationship and
      agreement;

   -- interface with creditor groups and prepare any required or
      agreed upon flash-reporting;

   -- review staffing and wind-down operational needs;

   -- assist with and prepare monthly operating reports;

   -- assist Thornburg Treasury with post-petition cash
      management;

   -- assist Thornburg IT in preserving data and accessing data as
      necessary;

   -- assist counsel in preparing evidence and rendering testimony
      as needed;

   -- assist with Chapter 11 plan formulation and preparation of
      Disclosure Statement;

   -- accumulate, reconcile, and adjudicate claims filed;


   -- assist with disbursement of funds to allowed claim holders;


   -- provide analytical support and testimony, as required, for
      recovery actions;

   -- prepare tax filings, as required; and

   -- prepare projections with respect to the wind-down activity.

Charles Goldstein, managing director of Protiviti, tells the Court
that the hourly rates of Protiviti personnel are:

     Managing Director                     $530
     Director/Associate Director        $330 - $440
     Senior Manager/Manager             $280 - $330
     Other Professionals                $150 - $280
     Administrative                         $90

Mr. Goldstein adds that pre-bankruptcy, the Debtors paid Protiviti
a $250,000 retainer.

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

                      About Thornburg Mortgage

Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  The Company originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Md. Lead Case No. 09-17787).  The Debtors propose to
employ David E. Rice, Esq., at Venable LLP as counsel; Houlihan
Lokey Howard & Zukin Capital, Inc., as investment banker and
financial adviser; Orrick, Herrington & Sutcliffe LLP as special
counsel; KPMG LLP as accountants and tax consultants; and Epiq
Systems, Inc., as notice and claims agent.  The Debtors' financial
condition, consolidated with their affiliates and non-debtor-
affiliates, as of January 31, 2009, showed total assets of
$24.4 billion and total debts of $24.7 billion.


THORNBURG MORTGAGE: Wants Orrick Herrington as Special Counsel
--------------------------------------------------------------
Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Orrick, Herrington & Sutcliffe LLP as special counsel.

Orrick will:

   a. advise the Debtors on corporate governance issues and
      related board matters;

   b. advise the Debtors on their disclosure obligations and other
      Securities and Exchange Commission reporting and compliance
      issues;

   c. advise on matters related to Thornburg Mortgage Inc.'s
      obligations as a publicly traded company;

   d. advise the Debtors on finance matters related to their
      reverse repurchase agreements and related security
      agreements and existing indentures;

   e. advise the Debtors on the sale of assets;

   f. advise the Debtors on insurance coverage matters and
      disputes; and

   g. other services as may be specifically directed by the
Debtors
      from time to time.

Orrick's hourly rates for the principal attorneys and paralegals
designated to represent the Debtors are:

     Karen Dempsey, partner          $760
     Peter Manbeck, partner          $880
     Brett Cooper, partner           $715
     Roger Frankel, partner          $945
     Edward Joyce, partner           $840
     Scott Stengel, partner          $755
     Lisa M. Cirando, of counsel     $565
     Alyssa Englund, associate       $620
     Julie Hwang, associate          $505
     Sirena Roberts, associate       $400
     Debra Fullem, paralegal         $255

Ms. Dempsey tells the Court that Orrick received $2,732,305 in
connection with its prepetition representation of the Debtors.

Ms. Dempsey assures the Court that Orrick is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Dempsey can be reached at:

     Orrick, Herrington & Sutcliffe LLP
     666 Fifth Avenue
     New York, NY 10103-0001
     Tel: (212) 506-5000
     Fax: (212) 506-5151

                  About Thornburg Mortgage, Inc.

Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  The Company originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Md. Lead Case No. 09-17787).  The Debtors propose to
employ David E. Rice, Esq. at Venable LLP as counsel; Houlihan
Lokey Howard & Zukin Capital, Inc., as investment banker and
financial adviser; Protiviti Inc. as financial advisor; KPMG LLP
as accountants and tax consultants; and Epiq Systems, Inc., as
notice and claims agent.  The Debtors' financial condition,
consolidated with their affiliates and non-debtor-affiliates, as
of January 31, 2009, showed total assets of $24.4 billion and
total debts of $24.7 billion.


THORNBURG MORTGAGE: Wants Venable LLP as Bankruptcy Counsel
-----------------------------------------------------------
Thornburg Mortgage, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Venable LLP as counsel.

Venable will:

   a. render assistance and advice and represent the Debtors with
      respect to the administration of these cases and oversight
      of the Debtors' affairs, including all issues arising from
      or impacting the Debtors or these Chapter 11 cases;

   b. take all necessary action to protect and preserve the
      Debtors' estates during the administration of the Chapter 11
      cases, including prosecuting actions by the Debtors,
      defending actions commenced against the Debtors, negotiating
      and objecting, where necessary, to claims filed against the
      estates;

   c. assist the Debtors in maximizing the value of their assets
      for the benefit of all creditors, including, without
      limitation, in connection with assumption or rejection of
      executory contracts and unexpired leases;

   d. prepare, on behalf of the Debtors, necessary applications,
      motions, answers, orders, reports and other legal papers;

   e. appear in Court and representing the interests of the
      Debtors;

   f. prepare and pursue confirmation of a Chapter 11 Plan and
      approval of an associated disclosure statement; and

   g. perform all other legal services for the Debtors which are
      appropriate, necessary and proper in these Chapter 11
      proceedings.

The hourly rates of Venable personnel are:

     Partners                    $400 to $680
     Associates                  $275 to $360
     Paralegals                      $190

Venable professionals with primary responsibilities in the
Chapter 11 cases are:

     Gregory A. Cross                $530
     Richard L. Wasserman            $680
     David E. Rice                   $525
     Andrew J. Currie                $530
     Frederick W. H. Carter          $400
     Abby W. Clifton                 $290
     Kendall A. Camuti               $275
     Dorothy M. Dierdorff            $190

Mr. Cross tells the Court that Venable invoiced $955,292 for
prepetition services rendered and expenses incurred since March 1,
2008.  In addition, the Debtors paid Venable an advance retainer
of $1,124,000 to be applied against postpetition fees and expenses
in these cases.  Venable has not received any other payment from
the Debtors or any other source in connection with these cases.

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

Mr. Cross can be reached at:

     Venable LLP
     750 East Pratt Street, Suite 900
     Baltimore, MD 21202
     Tel: (410) 244-7400
     Fax: (410) 244-7742

                  About Thornburg Mortgage, Inc.

Headquartered in Baltimore, Maryland, Thornburg Mortgage, Inc. --
http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  The Company originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

The Company and its affiliates filed for Chapter 11 on May 1, 2009
(Bankr. D. Md. Lead Case No. 09-17787).  The Debtors propose to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as investment
banker and financial adviser; Protiviti Inc. as financial advisor;
Orrick, Herrington & Sutcliffe LLP as special counsel; KPMG LLP as
accountants and tax consultants; and Epiq Systems, Inc., as notice
and claims agent.  The Debtors' financial condition, consolidated
with their affiliates and non-debtor-affiliates, as of January 31,
2009, showed total assets of $24.4 billion and total debts of
$24.7 billion.


TH PROPERTIES: Seeks 30-Day Delay of SALs and SOFAs Deadline
------------------------------------------------------------
Alan J. Heavens at The Philadelphia Inquirer reports that TH
Properties, L.P., has asked the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to extend by 30 days the deadline
for the filing of schedules -- lists of assets and liabilities,
statements of financial affairs, a schedule of current income, and
a list of equity-security holders.

According to The Inquirer, the bankruptcy court requires that a
debtor produce the documents within 15 days of a company's Chapter
11 bankruptcy filing.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.

T.H. Properties and its affiliates filed for Chapter 11 bankruptcy
protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).
Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis,
LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker
and Rhoads LLP represent the Debtors in their restructuring
efforts.  T.H. Properties listed $100,000,001 to $500,000,000 in
assets and $10,000,001 to $50,000,000 in debts.


TROPICANA ENTERTAINMENT: Icahn Lends $150MM for Ch. 11 Exit
-----------------------------------------------------------
David Seligman, the attorney for Tropicana Entertainment LLC, said
that Icahn Capital LP has agreed to lend the Company some
$150 million so it can exit bankruptcy, Steven Church at Bloomberg
News reports.

According to Bloomberg, the loan has a 15% interest rate.  It
would increase Icahn's investment in Tropicana Entertainment's
bankrupt hotels and casinos.  Bloomberg relates that Icahn is
among a group of investors will trade their right to collect as
much as $2.2 billion owed by Tropicana Entertainment for ownership
of most of the Company's properties.

Bloomberg quoted Tropicana Entertainment attorney David Seligman
as saying, "Although this financing is expensive, it is
committed."  According to the report, Tropicana Entertainment will
continue looking for a cheaper loan as it prepares to emerge from
bankruptcy.

Both of the new companies that will emerge from Tropicana's
bankruptcy will need approval from various state gambling
regulators before they can leave court protection, Bloomberg said.

The Icahn lenders, court documents say, will need at least three
months before Tropicana Entertainment can leave court protection.
James O. Johnston, the attorney for the lenders, said that his
clients -- who will get Tropicana Entertainment -- should be able
to leave by the end of June.

If Icahn group succeeds in trading the debt they are owed for the
Atlantic City casino as well, it would control all of Tropicana
Entertainment's properties, except for the Las Vegas Tropicana,
Bloomberg states.

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)


TRUMP ENTERTAINMENT: U.S. Trustee Says Weil May Have Conflict
-------------------------------------------------------------
Brian Baxter posted at The AM Law Daily that acting U.S. Trustee
Roberta DeAngelis has objected to Trump Entertainment Resorts
Inc.'s hiring of Weil, Gotshal & Manges as bankruptcy co-counsel.

According to The AM Law, Ms. DeAngelis cited conflict of interest
stemming from one of Trump Entertainment's previous Chapter 11
cases.

Jeffrey Sponder, the counsel to Ms. DeAngelis, said in court
documents that Weil should be precluded from representing Trump
Entertainment because the firm counseled an ad hoc committee of
note holders when the Company last filed for bankruptcy in
November 2004.  According to court documents, Trump
Entertainment's reorganization plan called for certain secured
note holders in the Trump Taj Mahal and Trump Plaza casinos to
"receive new second-lien notes and a controlling equity interest
in the [d]ebtors."  Ms. DeAngelis said that some of those note
holders are still Weil clients and could thus present a potential
conflict of interest, The AM Law states.

Weil said in court documents that it became Trump Entertainment's
general corporate counsel in 2005, after the company had emerged
from bankruptcy.

The AM Law says that Weil started advising Trump Entertainment on
its restructuring efforts in October 2008.

The court will hear the trustee's objection on May 14, according
to The AM Law.  Weil, says The AM Law, would argue that the ad hoc
committee was disbanded when Trump Entertainment emerged from
bankruptcy in 2005 and that although some former creditors may
remain clients of the firm, Weil represents them in unrelated
matters.  According to the report, Weil is also likely to present
waivers showing that it has permission from those clients to take
on the new Trump Entertainment case.

The AM Law relates that talks with Ms. DeAngelis on the matter are
ongoing.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.


US SHIPPING: Moody's Withdraws 'Ca' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn its ratings of U.S.
Shipping Partners, L.P., including the corporate family rating of
Ca, the probability of default rating of D, the first lien senior
secured rating of Caa3 and the second lien senior secured notes
rating of C.  The withdrawal follows the company's April 29, 2009
voluntary filing for reorganization under Chapter 11. of the
United States Bankruptcy Code.

The filing was made pursuant to a pre-arranged restructuring plan
which contemplates that holders of the $100 million of second lien
notes will receive 50% of the equity of the reorganized entity.
The first lien bank debt of $332 million will remain an obligation
of the reorganized entity.  First lien lenders will receive the
other 50% of the equity of the reorganized entity.

The previous rating action for USS was on January 6, 2009, when
Moody's downgraded the company's ratings; corporate family rating
to Ca from Caa3, probability of default to D from Caa3, first lien
senior secured to Caa3 from Caa2 and second lien senior secured to
C from Ca.

Outlook Actions:

  -- Issuer: U.S. Shipping Partners LP

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

  -- Issuer: U.S. Shipping Partners LP

  -- Probability of Default Rating, Withdrawn, previously rated D

  -- Corporate Family Rating, Withdrawn, previously rated Ca

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Caa3,38 - LGD3

  -- Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated C, 89 - LGD5

U.S. Shipping Partners L.P., based in Edison, New Jersey, is a
leading, U.S. Jones Act qualified, provider of marine
transportation of petroleum and petroleum based products.


VERMEER OF TENNESSEE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Vermeer of Tennessee Inc.
        900 Cpt Joe Fulghum Dr
        Murfreesboro, TN 37129

Bankruptcy Case No.: 09-05106

Chapter 11 Petition Date: May 5, 2009

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

Judge: Marian F. Harrison

Debtor's Counsel: Samuel K. Crocker, Esq.
                  Crocker & Niarhos
                  611 Commerce St Ste 2720
                  Nashville, TN 37203
                  Tel: (615) 726-3322
                  Fax: (615) 726-6330
                  Email: SKCTRUSTEE@aol.com

Estimated Assets: $0 to $50,000

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/tnmb09-05106.pdf

The petition was signed by Wendell DeVries, president of the
Company.


VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings,
including its 'B' long-term corporate credit rating, on Vancouver-
based Versacold International Corp. (formerly Eimskip Holdings
Inc.) on CreditWatch with developing implications, where they were
placed November 6, 2008.  A CreditWatch placement of developing
means that S&P could raise, lower, or affirm the ratings.  The
continued CreditWatch placement reflects the delay in the effort
by Hf. Eimskipafelag Islands (not rated), the ultimate parent, to
sell its shares in Versacold.

Standard & Poor's placed the ratings on CreditWatch to reflect
both the financial uncertainty that EI faces and the announcement
that EI has started a formal sale process to dispose of at least
51% of its stake in Versacold.  S&P understands that EI is a
prominent Iceland-based corporation with operations in freight
transportation, storage, and logistics.

"We are keeping the ratings on CreditWatch as the parent's
financial difficulties continue and the Versacold sale process has
taken longer than expected," said Standard & Poor's credit analyst
Greg Pau.  On March 31, 2009, EI announced in its first-quarter
results disclosure that the sale process was still ongoing and was
expected to conclude before the end of June 2009.  "Upon
conclusion of the sale, S&P expects more clarity on the identity
of the buyer, as well as its preliminary plan on synergy, business
directions, and the financing structure of the purchase and will
then be in a better position to assess the effect of the
transaction on Versacold," Mr. Pau added.

Although in S&P's opinion EI remains financially weak and burdened
by a high debt level, as of January 15, 2009, the company had
reached a standstill agreement with 85% of its bondholders to
postpone all due dates of the bonds until June 30, or the sale of
Versacold, whichever comes first, and is working with the
remaining bondholders toward a similar agreement.  S&P views these
agreements as an indication that EI's lenders would prefer an
orderly sale of Versacold and a restructuring of EI's debts to
enhance recovery, rather than an EI bankruptcy.

The ratings on Versacold reflect what S&P considers the company's
very high debt level relative to its operating cash flow, which
S&P believes has resulted in very weak cash flow coverage and
leverage measures.  The company's existing debt was used to
finance its August 2007 acquisition by EI.  Under the current
financial structure, S&P believes Versacold's credit standing is
unlikely to materially improve because its operating cash flow
will only allow moderate deleveraging in the medium term.
Excluding the one-time fees and charges related to the arrangement
of the financing package, S&P estimates adjusted EBITDA interest
coverage (adjusted mainly for Versacold's sizable operating
leases) to be about 1.6x.

EI faces financial uncertainty and heightened default risk caused
by the combination of the crisis in Iceland's financial system,
sharp economic downturn, and the company's high debt level.  The
intended Versacold sale is part of the parent's efforts to reduce
debt.  Standard & Poor's current rating on Versacold reflects the
company's stand-alone credit standing with no expectation of any
financial support from the parent.  However, S&P understands
that EI is a guarantor of a substantial number of Versacold's real
estate lease contracts, while Versacold's credit facilities are
guaranteed by Eimskip Tango ehf (its immediate holding company)
and also secured by Versacold's shares.  Therefore, S&P views that
a default of EI could potentially result in an event of default
under the terms of the facilities.  In such an event, the lenders
could possibly waive their claim to this guarantee, that is,
choose not to enforce it, but this could be subject to the
agreement of the trustee in bankruptcy at EI.  Regardless, S&P
believes an overall restructuring consideration comes into play.

EI indicated its expectation that the Versacold sale process could
be concluded before the end of June 2009, although its success is
by no means certain and further delay is possible.  Standard &
Poor's rating decision at that time will depend on a number of
factors.  First, there is a change-of-control provision within the
credit facilities and a sale could possibly result in Versacold
having what S&P sees as a less aggressive capital structure.
S&P's rating assessment in this scenario would consider the
acquirer's credit standing, as well as Versacold's business
operational and financial strategy after the acquisition, and
could lead to an upgrade.  Second, EI could default and then
overall restructuring discussions would begin.  S&P believes that
the current security and guarantee structure protects Versacold's
lenders from consolidation, and it is likely that the sales
process would continue.  It is also possible that the parties will
agree to a sale of EI's ownership interest without affecting
Versacold's current capital structure; under this scenario S&P
would likely affirm the ratings on the company.  Third, EI could
default and the lenders could accelerate.  Under this scenario,
the rating outcome would depend on whether or not all interest
payments were maintained.  Regardless of the ultimate outcome,
under any scenario where EI defaults, S&P would likely lower the
corporate credit rating on Versacold to 'CCC' and keep all the
ratings on CreditWatch until Standard & Poor's has more certainty
about the overall restructuring process.


VICTORIA LEIGH SPROUSE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Victoria Leigh Sprouse
          aka Victoria L. Sprouse
          aka Vicki Sprouse
        13130 Whisper Creek Drive
        Charlotte, NC 28277

Bankruptcy Case No.: 09-31054

Chapter 11 Petition Date: April 28, 2009

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

Judge: J. Craig Whitley

Debtor's Counsel: Rayford K. Adams, III, Esq.
                  Hunter Higgins Miles Elam & Benjamin
                  Post Office Box 20570
                  Greensboro, NC 27420-0570
                  Tel: (336) 273-1600
                  Fax: (336) 274-4650
                  Email: rkadams@greensborolaw.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 Ms. Sprouse's petition, including her list
of 20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ncwb09-31054.pdf

The petition was signed by Ms. Sprouse.


VICTORY PARK BAPTIST: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Victory Park Baptist Church of Plano
        702 Business Way
        Wylie, TX 75098

Bankruptcy Case No.: 09-41391

Chapter 11 Petition Date: May 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Reedy Macque Spigner, Esq.
                  Spigner & Gallerson
                  555 Republic Drive, Suite 101
                  Plano, TX 75074
                  Tel: (972) 881-0581
                  Fax: (972) 424-1309
                  Email: spigner@glocktech.net

Estimated Assets: $0 to $50,000

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.


VILLAGES OF GREEN: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Villages of Green Heath, L.P.
        P.O. Box 12657
        Dallas, TX 75225

Bankruptcy Case No.: 09-32844

Chapter 11 Petition Date: May 4, 2009

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

Judge: Barbara J. Houser

Debtor's Counsel: Gregory Alan Whittmore, Esq.
                  5910 N. Central Expwy., Suite 1010
                  Dallas, TX 75206
                  Tel: (214) 891-6277
                  Email: kearsage@msn.com

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

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

A full-text copy of the Debtor's petition, including its list of 5
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/txnb09-32844.pdf

The petition was signed by John L. Jones.


WARD CORP: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Marty Schladen at The Journal Gazette reports that Ward Corp. has
filed for Chapter 11 bankruptcy protection.

According to The Journal Gazette, Ward and its subsidiaries made
separate bankruptcy filings, each listing $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.

Ward's major creditor, Cole Taylor Bank of Chicago, is tightening
lending terms, The Journal Gazette states, citing Daniel J.
Skekloff, an attorney for Ward Corp.  According to the report,
Ward is negotiating with Cole Taylor about the terms of its debt.
Citing Mr. Skekloff, the report says that the Company should
emerge quickly from bankruptcy after negotiations are completed.

Mr. Skekloff said that Ward won't lay off any of its 111
employees, The Journal Gazette relates.

Ward Corp. is a Fort Wayne company that designs and makes aluminum
parts.  It owns Ward Aluminum Casting and Ward Pattern &
Engineering.


WESTCARE MASSACHUSETTS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Jim Kinney at The Republican Newsroom reports that Western
Massachusetts Lifecare Corporation, aka Reeds Landing, has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the District of Massachusetts.

Reeds Landing hopes to be taken over by The Loomis Communities,
says The Republican.

According to The Republican, Reeds Landing and Loomis Communities
officials said that the Company filed for bankruptcy because its
ability to attract new residents has been crippled by poor home
sale prices and a bad economy.

The Republican relates that Loomis Communities CEO Carol C. Katz
said that the company will honor the life-care contracts bought by
Reeds Landing residents.  Loomis Communities signed a letter of
intent with Reeds Landing and hopes to close in August 2009, after
the Company has discharged or restructured the $28 million it owes
its bondholders, the report states, citing Ms. Katz.  Ms. Katz,
according to The Republican, said that the Court will decide the
sale price and exactly how much debt Loomis Communities will have
to assume.

Springfield, Massachusetts-based Western Massachusetts Lifecare
Corporation, aka Reeds Landing, is a lifecare corporation that
provides residential care services.  The Company filed for
Chapter 11 bankruptcy protection on May 4, 2009 (Bankr. D. Mass.
Case No. 09-30737).  Sean Monahan, Esq., at Choate Hall & Stewart
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


YOUNG BROADCASTING: Court Sets June 5 General Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established June 5, 2009, at 5:00 p.m. (prevailing Eastern
Time) as the bar date for filing of proofs of claim in Young
Broadcasting Inc., et al.'s bankruptcy cases.

Governmental units have until August 12, 2009, at 5:00 p.m.
(prevailing Eastern Time) to file proofs of claim.

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

     i) if by mail:

        Young Boradcasting, Inc, et al.
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions, LLC
        FDR Station, P.O. Box 5112
        New York, NY 10150-5112

    ii) if by messenger or overnight carrier:

        Young Broadcasting, Inc. et al.
        Claims Processing Center
        c/o Epiq Bankruptcy Solutions, LLC
        757 Third Avenue, 3rd Floor
        New York, NY 10017

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.


ZION EVANGELICAL: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Zion Evangelical Lutheran Church
        356 E. 109th Street
        Chicago, IL 60628

Bankruptcy Case No.: 09-16215

Chapter 11 Petition Date: May 4, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Robert A. Habib, Esq.
                  Law Office of Robert Habib
                  77 W. Washington Street
                  Suite 411
                  Chicago, IL 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110
                  Email: robert_habib@hotmail.com

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/ilnb09-16215.pdf

The petition was signed by Raymond D. Bolton, chairman of the
Company.


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

In Re Theresa Marie Gerstle
   Bankr. W.D. Ky. Case No. 09-32083
      Chapter 11 Petition filed April 27, 2009
         See http://bankrupt.com/misc/kywb09-32083.pdf

In Re Plaza Pueblo Bonito, LLC
   Bankr. D. Ariz. Case No. 09-08765
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/azb09-08765.pdf

In Re Rachel Enterprises, Inc.
   Bankr. D. Nev. Case No. 09-51279
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/nvb09-51279.pdf

In Re Western Sealing & Striping Company, Inc.
   Bankr. D. Nev. Case No. 09-51281
      Chapter 11 Petition filed April 28, 2009
         See http://bankrupt.com/misc/nvb09-51281.pdf

In Re Suniti Shah
   Bankr. C.D. Calif. Case No. 09-13896
      Chapter 11 Petition filed April 29, 2009
         Filed as Pro Se

In Re California Image Associates
       aka Cal Image
   Bankr. E.D. Calif. Case No. 09-28378
      Chapter 11 Petition filed April 29, 2009
         Filed as Pro Se

In Re Beata I. Kurek
      Christian C. Kurek
   Bankr. N.D. Calif. Case No. 09-31111
      Chapter 11 Petition filed April 29, 2009
         Filed as Pro Se

In Re Debra L. Lee
      Tyrone K. Chan
   Bankr. N.D. Calif. Case No. 09-31096
      Chapter 11 Petition filed April 29, 2009
         Filed as Pro Se

In Re Howard Shane Shafer
   Bankr. M.D. Fla. Case No. 09-03381
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/flmb09-03381.pdf

In Re Artistic Digital Services, Inc.
       aka Brian Whyers
       aka Cheryl Whyers
   Bankr. N.D. Ill. Case No. 09-15409
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/ilnb09-15409.pdf

In Re M.T. & Sons Electric, Heating & Cooling
   Bankr. N.D. Ill. Case No. 09-71725
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/ilnb09-71725.pdf

In Re Michael S. Branham
      Susan Branham
   Bankr. E.D. Ky. Case No. 09-51339
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/kyeb09-51339.pdf

In Re Waterworks Pools & Spas, Inc.
       dba Waterworks Pools and Spas
       dba Frederick Pools and Spas
   Bankr. D. Md. Case No. 09-17577
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/mdb09-17577.pdf

In Re Alex Schark
       aka Alexander Schark
   Bankr. D. Mass. Case No. 09-13798
      Chapter 11 Petition filed April 29, 2009
         Filed as Pro Se

In Re Jovian, Inc.
       d/b/a Village Liquor and Deli Market
   Bankr. E.D. Mich. Case No. 09-53455
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/mieb09-53455.pdf

In Re Patrick Dennis Johnson
       aw BestWay Grocery
      Linda Kay Johnson
   Bankr. W.D. Tenn. Case No. 09-24633
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/tnwb09-24633.pdf

In Re D'Marc Investments, Inc.
   Bankr. N.D. Tex. Case No. 09-32580
      Chapter 11 Petition filed April 29, 2009
         See http://bankrupt.com/misc/txnb09-32580.pdf

In Re Devin Enterprises, LLC
   Bankr. N.D. Ala. Case No. 09-02594
      Chapter 11 Petition filed April 30, 2009
         Filed as Pro Se

In Re Johnson Systems, Inc.
   Bankr. N.D. Ala. Case No. 09-81758
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/alnb09-81758p.pdf
         See http://bankrupt.com/misc/alnb09-81758c.pdf

In Re Nathan L. Braly, Jr.
   Bankr. N.D. Ala. Case No. 09-81770
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/alnb09-81770.pdf

In Re Avalon Lodge LLC
   Bankr. C.D. Calif. Case No. 09-13942
      Chapter 11 Petition filed April 30, 2009
         Filed as Pro Se

In Re William R. Barahona
   Bankr. C.D. Calif. Case No. 09-18909
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/cacb09-18909.pdf

In Re John C. Pastor, Sr.
      Laurie J. Pastor
   Bankr. D. Conn. Case No. 09-50849
      Chapter 11 Petition filed April 30, 2009
         Filed as Pro Se

In Re Instituto Biblico Pablo VI, Fundacion De Amigos, Inc.
       dba Instituto Biblico Pablo VI
   Bankr. M.D. Fla. Case No. 09-06010
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/flmb09-06010.pdf

In Re Charles Clifford McGee
       dba Charles C. McGee, DDS
      Carrie Marie McGee
   Bankr. N.D. Ind. Case No. 09-11860
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/innb09-11860.pdf

In Re 556 First Street LLC
   Bankr. D. N.J. Case No. 09-20926
      Chapter 11 Petition filed April 30, 2009
         Filed as Pro Se

In Re Superior Garage Doors, Inc.
   Bankr. E.D. Mich. Case No. 09-53654
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/mieb09-53654.pdf

In Re OfficeMates 5 of Dallas, Inc.
       aka OM5 Dallas
   Bankr. N.D. Tex. Case No. 09-32612
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/txnb09-32612.pdf

In Re Dyersburg Piano Company
       dba Vintage Piano Shop
   Bankr. W.D. Tenn. Case No. 09-24687
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/tnwb09-24687.pdf

In Re Charles Choate
       dba CNCFabrications & Maintenance, Co.
   Bankr. N.D. Tex. Case No. 09-32590
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/txnb09-32590.pdf

In Re Garrett Gerard Hollman
   Bankr. E.D. Va. Case No. 09-13376
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/vaeb09-13376.pdf

In Re James P. Marshall
       dba Quality Agri-Services, Inc.
       dba LEM Meats
      Darlene M. Marshall
   Bankr. W.D. Wisc. Case No. 09-12856
      Chapter 11 Petition filed April 30, 2009
         See http://bankrupt.com/misc/wiwb09-12856.pdf

In Re Charles Anthony Reeves
      Bonita G. Reeves
       aka Bonita Sivley Reeves
       aka Bonita S. Reeves
       fka Bonita Gayle Sivley
       aka Bonita Gayle Reeves
       fka Bonita G. Sivley
   Bankr. N.D. Ala. Case No. 09-81803
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/alnb09-81803.pdf

In Re Joan Kathleen Green
       aka Cripple Creek Mountain Ranch LLC
   Bankr. C.D. Calif. Case No. 09-11614
      Chapter 11 Petition filed May 1, 2009
         Filed as Pro Se

In Re Steven B. Cummins
       dba Dilana Carpets, Inc.
   Bankr. N.D. Calif. Case No. 09-43708
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/canb09-43708.pdf

In Re Vap Onyx International, Inc.
   Bankr. N.D. Calif. Case No. 09-43704
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/canb09-43704.pdf

In Re Grace L. Garza
       aka Gigi Garza
   Bankr. S.D. Calif. Case No. 09-06114
      Chapter 11 Petition filed May 1, 2009
         Filed as Pro Se

In Re Robert C. Miller
   Bankr. M.D. Fla. Case No. 09-09050
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/flmb09-09050.pdf

In Re DH2, Inc.
       dba The Draft House
   Bankr. S.D. Fla. Case No. 09-18455
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/flsb09-18455.pdf

In Re Phil-Coop, Inc.
       dba Danny's Septic Service
   Bankr. S.D. Fla. Case No. 09-18468
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/flsb09-18468.pdf

In Re Progressive Child Care and Learning Center, LLC
   Bankr. S.D. Ga. Case No. 09-60384
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/gasb09-60384.pdf

In Re T.D. Bistro, Inc.
   Bankr. D. Md. Case No. 09-17879
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/mdb09-17879c.pdf

In Re Louis R. Terlizzi
   Bankr. D. Mass. Case No. 09-41704
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/mab09-41704.pdf

In Re GLD Inc.
   Bankr. E.D. Mich. Case No. 09-53881
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/mieb09-53881p.pdf
         See http://bankrupt.com/misc/mieb09-53881c.pdf

In Re Holway Rent-A-Tux, Inc.
   Bankr. D. Neb. Case No. 09-41239
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/neb09-41239p.pdf
         See http://bankrupt.com/misc/neb09-41239c.pdf

In Re Adam Persky
      Silva Battaglin
   Bankr. D. Nev. Case No. 09-17000
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/nvb09-17000.pdf

In Re Gregory K. Cahoon
   Bankr. D. Nev. Case No. 09-17004
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/nvb09-17004.pdf

In Re Jesus Martinez
   Bankr. D. Nev. Case No. 09-17008
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/nvb09-17008.pdf

In Re Marco Ciro Flores
   Bankr. D. Nev. Case No. 09-17010
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/nvb09-17010.pdf

In Re MIV Leaseholds, Inc.
       fka Air Castle International, Inc.
   Bankr. D. N.J. Case No. 09-21212
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/njb09-21212p.pdf
         See http://bankrupt.com/misc/njb09-21212c.pdf

In Re Solarsmart, Inc.
   Bankr. S.D. N.Y. Case No. 09-12823
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/nysb09-12823.pdf

In Re Colin Saunders
      Tracy L. Saunders
   Bankr. S.D. Ohio Case No. 09-54951
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/ohsb09-54951.pdf

In Re Andrew D. Jubelt
   Bankr. E.D. Pa. Case No. 09-13291
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/paeb09-13291.pdf

In Re Advanced Communications Agency, Inc.
   Bankr. M.D. Pa. Case No. 09-03432
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/pamb09-03432p.pdf
         See http://bankrupt.com/misc/pamb09-03432c.pdf

In Re Pheonix, LLC
   Bankr. N.D. Pa. Case No. 09-53344
      Chapter 11 Petition filed May 1, 2009
         Filed as Pro se

In Re G. Valenzuela & Sons, Inc.
   Bankr. D. P.R. Case No. 09-03578
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/prb09-03578.pdf

In Re Coastal Properties of Hilton Head, LLC
   Bankr. D. S.C. Case No. 09-03372
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/scb09-03372.pdf

In Re Dobbs Enterprises, LLC
       dba Tippy's Bar & Grill
   Bankr. E.D. Wisc. Case No. 09-26193
      Chapter 11 Petition filed May 1, 2009
         See http://bankrupt.com/misc/wieb09-26193.pdf

In Re 3 Yorkies Corporation
       aka Shut Up & Eat
   Bankr. D. N.J. Case No. 09-21330
      Chapter 11 Petition filed May 3, 2009
         See http://bankrupt.com/misc/njb09-21330.pdf

In Re Siermar Enterprises, Inc.
   Bankr. D. Ariz. Case No. 09-09312
      Chapter 11 Petition filed May 4, 2009
         Filed as Pro Se

In Re Thomas F. White Insurance Inc.
   Bankr. D. Ariz. Case No. 09-09303
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/azb09-09303.pdf

In Re Mullins Laundry & Linen Service LLC
       aka Sierra Linen
   Bankr. C.D. Calif. Case No. 09-20613
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/canb09-20613.pdf

In Re Boston Development, Inc.
   Bankr. N.D. Ga. Case No. 09-71641
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ganb09-71641.pdf

In Re HBCU Properties, LLC.
   Bankr. N.D. Ga. Case No. 09-71640
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ganb09-71640p.pdf
         See http://bankrupt.com/misc/ganb09-71640c.pdf

In Re Legere Villages, Inc.
   Bankr. N.D. Ga. Case No. 09-71659
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ganb09-71659.pdf

In Re Little Learners Academy, LLC
   Bankr. N.D. Ga. Case No. 09-71527
      Chapter 11 Petition filed May 4, 2009
         Filed as Pro Se

   In Re Little Learners Academy of Lake City ,LLC
      Bankr. N.D. Ga. Case No. 09-71532
         Chapter 11 Petition filed May 4, 2009
            Filed as Pro Se

   In Re Little Learners Academy of Mableton, LLC
      Bankr. N.D. Ga. Case No. 09-71536
         Chapter 11 Petition filed May 4, 2009
            Filed as Pro Se

In Re Open Door Outreach Center, Inc.
   Bankr. N.D. Ga. Case No. 09-71514
      Chapter 11 Petition filed May 4 27, 2009
         See http://bankrupt.com/misc/ganb09-71514.pdf

In Re Surinder B. Aggarwal
   Bankr. N.D. Ga. Case No. 09-71508
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ganb09-71508.pdf

In Re TOSA, Inc.
   Bankr. N.D. Ga. Case No. 09-71635
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ganb09-71635.pdf

In Re Trinity Metropolitan Baptist Church, Inc.
   Bankr. M.D. Ga. Case No. 09-10822
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/gamb09-10822.pdf

In Re Varitalk, Inc.
   Bankr. N.D. Ill. Case No. 09-16148
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/ilnb09-16148p.pdf
         See http://bankrupt.com/misc/ilnb09-16148c.pdf

In Re Albert Ujueta
   Bankr. S.D. N.Y. Case No. 09-22726
      Chapter 11 Petition filed May 4, 2009
         Filed as Pro Se

In Re Club Boogie 2, Inc.
    Bankr. E.D. Pa. Case No. 09-13336
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/paeb09-13336.pdf

In Re Billings Construction Inc.
       dba Billings Construction Inc.
   Bankr. D. S.C. Case No. 09-03411
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/scb09-03411.pdf

In Re Mamone Capria, LLC
   Bankr. D. S.C. Case No. 09-03432
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/scb09-03432.pdf

In Re William Kirkpatrick Reid
       fdba William K. Reid, M.D.
   Bankr. M.D. Tenn. Case No. 09-05044
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/tnmb09-05044.pdf

In Re Four Bucks, LLC
   Bankr. N.D. Tex. Case No. 09-42629
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txnb09-42629.pdf

In Re Jeffrey Burkhart
       dba Lauren Eyewear
       dba Floateyes Acquisitio
      Theresa Burkhart
   Bankr. N.D. Tex. Case No. 09-32820
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txnb09-32820.pdf

In Re Lauren Eyewear, Inc.
   Bankr. N.D. Tex. Case No. 09-32807
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txnb09-32807p.pdf
         See http://bankrupt.com/misc/txnb09-32807c.pdf

In Re Mahmood Veerani
   Bankr. N.D. Tex. Case No. 09-32780
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txnb09-32780.pdf

In Re Howard Kerry Garner
       dba GARCO Asphalt, LLC
       dba Garner Contracting
      Kathleen Marie Garner
   Bankr. S.D. Tex. Case No. 09-20269
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txsb09-20269.pdf

In Re The New Millennium Traders, LLC
   Bankr. S.D. Tex. Case No. 09-33124
      Chapter 11 Petition filed May 4, 2009
         Filed as Pro Se

In Re Keith M. Richter
      Jacqueline W. Richter
   Bankr. W.D. Tex. Case No. 09-51620
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/txwb09-51620.pdf

In Re Grigg Brothers Tree Service Incorporated
   Bankr. E.D. Va. Case No. 09-71822
      Chapter 11 Petition filed May 4, 2009
         See http://bankrupt.com/misc/vaeb09-71822.pdf

In Re Dewey Ranch Hockey, LLC
   Bankr. D. Ariz. Case No. 09-09488
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/azb09-09488.pdf

In Re Impact Plumbing & Mechanical, Inc.
   Bankr. D. Ariz. Case No. 09-09505
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/azb09-09505.pdf

In Re Steven B. Drotman
   Bankr. D. Ariz. Case No. 09-09452
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Zorik Pirijanian
       aka Rick Telemi
      Lernik Moradian
   Bankr. C.D. Calif. Case No. 09-20689
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Terrance Sanger
       ods The Reata Petroleum Corp.
      Kathy J. Sanger
   Bankr. D. Colo. Case No. 09-18405
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/cob09-18405p.pdf
         See http://bankrupt.com/misc/cob09-18405c.pdf

In Re Columbia Hills Mgmt, Co. Inc.
   Bankr. N.D. Ga. Case No. 09-71808
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Hethur RiShea McNeal Charlotte
       aka RiShea Hethur McNeal Charlotte
   Bankr. N.D. Ga. Case No. 09-71809
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Cima Plastics II Corporation
   Bankr. N.D. Ill. Case No. 09-16319
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/ilnb09-16319.pdf

In Re Express Convenience Stores, Inc.
   Bankr. N.D. Ill. Case No. 09-71862
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/ilnb09-71862.pdf

In Re Stanley Steemer of Detroit, Inc.
   Bankr. E.D. Mich. Case No. 09-54237
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/mieb09-54237p.pdf
         See http://bankrupt.com/misc/mieb09-54237c.pdf

In Re Charles K. McLaughlin
       fdba Mclaughlin Real Estate, LLC
      Charletta L. McLaughlin
   Bankr. D. N.H. Case No. 09-11671
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/nhb09-11671.pdf

   In Re Shamrock Builders, LLC
      Bankr. D. N.H. Case No. 09-11672
         Chapter 11 Petition filed May 5, 2009
            See http://bankrupt.com/misc/nhb09-11672.pdf

   In Re The Charles McLaughlin Family, LLC
      Bankr. D. N.H. Case No. 09-11673
         Chapter 11 Petition filed May 5, 2009
            See http://bankrupt.com/misc/nhb09-11673.pdf

In Re Rodolfo Quintero
   Bankr. D. N.M. Case No. 09-11947
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/nmb09-11947p.pdf
         See http://bankrupt.com/misc/nmb09-11947c.pdf

In Re Rose Marie Cooper
   Bankr. W.D. N.C. Case No. 09-10517
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/ncwb09-10517p.pdf
         See http://bankrupt.com/misc/ncwb09-10517c.pdf

In Re Joseph Karamikian
   Bankr. S.D. N.Y. Case No. 09-12879
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Jantje Bosma Van Gosliga
       dba Vango Dairy
   Bankr. E.D. Tex. Case No. 09-41405
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/txeb09-41405.pdf

In Re Klaas Van Gosliga
       dba Vango Dairy
   Bankr. E.D. Tex. Case No. 09-41398
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/txeb09-41398.pdf

In Re Properties R Us, Inc.
   Bankr. E.D. Tex. Case No. 09-50103
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/txeb09-50103.pdf

In Re Bayou Bend Court Apartments LLC
   Bankr. S.D. Tex. Case No. 09-33192
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Terry J. Charlton
   Bankr. S.D. Tex. Case No. 09-33221
      Chapter 11 Petition filed May 5, 2009
         Filed as Pro Se

In Re Banson S. Fan and Sabrina N. Fan Revocable Living Trust
   Bankr. W.D. Tex. Case No. 09-60552
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/txwb09-60552.pdf

   In Re Banson S. Fan
         Sabrina N. Fan
        Bankr. W.D. Tex. Case No. 09-60554
           Chapter 11 Petition filed May 5, 2009
              See http://bankrupt.com/misc/txwb09-60554.pdf

In Re Future Co., Realtors, Inc.
   Bankr. W.D. Tex. Case No. 09-30961
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/txwb09-30961.pdf

In Re DiscoverNet, Inc.
       dba DiscoverNet of Wisconsin, LLC
   Bankr. W.D. Wisc. Case No. 09-12994
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/wiwb09-12994.pdf

In Re Randy Paul
       dba Randy Paul Apartments
   Bankr. W.D. Wisc. Case No. 09-12984
      Chapter 11 Petition filed May 5, 2009
         See http://bankrupt.com/misc/wiwb09-12984.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

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 ***