TCR_Public/090508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 8, 2009, Vol. 13, No. 126

                            Headlines


318-322 WASHINGTON: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Canadian Units to Suspended Pension Payments
ABITIBIBOWATER INC: Monitor Files Report on Bankruptcy, Liquidity
ABITIBIBOWATER INC: Posts $2.2 Billion Net Loss for Year 2008
ABITIBIBOWATER INC: $100MM Bank of Montreal DIP Loan Approved

ABRAMS ENTERPRIZES: Voluntary Chapter 11 Case Summary
AGT CRUNCH: Judge Gerber Questions Terms of Insider Sale
AGT CRUNCH: Case Summary & 30 Largest Unsecured Creditors
ALERIS INT'L: Moelis Bills $3.9MM, Weil Seeks $1.6MM for Work
ALERIS INT'L: Proposes September 15 as Claims Bar Date

ALERIS INT'L: Sec. 341 Creditors Meeting Adjourned Sine Die
ALERIS INT'L: Seeks Plan Extension, Waits for Markets to Stabilize
ALFREDO RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
ALOHA AIRLINES: To Pay $5.5-Mil. in Damages for Pension Plans
AMERICAN COMMUNITY: Wants More Time to File Schedules & Statements

AMERICAN ENERGY: Moore & Associates Raises Going Concern Doubt
AMERICAN INT'L: Posts $4.35 Billion First Quarter Net Loss
AMERICAN INT'L: AIG-FP Concludes Commodity Index Business Sale
ASAP STORAGE: Case Summary & 20 Largest Unsecured Creditors
BACHRACH ACQUISITION: Sends 40 Clothing Stores to Chapter 11

BACHRACH ACQUISITION: Case Summary & 20 Largest Unsec. Creditors
BELLUS HEALTH: Has $55MM Shareholders Deficit, Going Concern Doubt
BERNARD L MADOFF: Irving Picard Subpoenas UBS AG on Accounts
BERNARD L MADOFF: Picard Wants to Recoup $558MM From Ezra Merkin
BORA BORA: Case Summary & 20 Largest Unsecured Creditors

BRUNO'S SUPERMARKETS: Wins Nod to Sell Stores to C&S for $45.8MM
CAPITAL CORP: Receives Default Notice on Bank Takeover
CARITAS HEALTHCARE: Saint Vincents Discloses Pursuit of Claims
CDX GAS: Files Disclosure Statement and Reorganizational Plan
CHARTER COMMUNICATIONS: Discloses Interest in SFC Transmissions

CHARTER COMMUNICATIONS: P. Allen, et al., Disclose Equity Stake
CHARTER COMMUNICATIONS: Plan Confirmation Hearing on July 20
CHARTER COMMUNICATIONS: Pacific Microwave Unit Files Schedules
CHARTER COMMUNICATIONS: Says JPMorgan Complaint Central to Plan
CHRISTOPHER R BIELSER: Case Summary & 13 Largest Unsec. Creditors

CHRYSLER LLC: Proposes to Use Prepetition Cash Collateral
CHRYSLER LLC: Has Court Nod for $1.4 Billion Interim Loan
CHRYSLER LLC: Michigan Says Fiat Sale Does Not Protect Workers
CHRYSLER LLC: NCRO Wants Official Retiree Committee
CHRYSLER LLC: Application to Hire Schulte As Corporate Counsel

CHRYSLER LLC: Proposes Greenhill as Investment Banker
CHRYSLER LLC: Expects to Lose $4.7 Billion This Year
CHRYSLER LLC: Financial Unit Proceeds With Winding Down Operations
CHRYSLER LLC: Togut Segal Reveals Delphi Conflict
CHRYSLER LLC: Bankruptcy Forces Cummins to Close Columbus Plant

CHRYSLER LLC: "No Active Plan" to Drop 3,200 Dealers in U.S.
CHRYSLER LLC: To Protect Suppliers Holding Production Tooling
CHRYSLER LLC: Court Grants Admin. Status on Postpetition Supplies
CHRYSLER LLC: May Maintain Existing Bank Accounts
CHRYSLER LLC: Court Waives Sec. 345 Deposit Rules on Interim Basis

CHRYSLER LLC: Court Enforces Automatic Stay on All Creditors
CHRYSLER LLC: 1-800 to Ramp Up Stock of Replacement Cooling Parts
CLARK'S LTD: Case Summary & 15 Largest Unsecured Creditors
COHR HOLDINGS: S&P Downgrades To 'CCC+' on Liquidity Profile
CONSTELLATION BRANDS: Fitch Affirms 'BB-' Issuer Default Rating

COYOTES HOCKEY: NHL May Ask Court to Dismiss Chapter 11 Filing
CRUCIBLE MATERIALS: Files Chapter 11 Due to Auto Downturn
CUMMINS INC: Chrysler Bankruptcy Forces Closure of Columbus Plant
DELPHI CORP: Conflicts Counsel Togut Segal Represents Chrysler
DELPHI CORP: Court Okays Bidding Protocol for Brakes Business

DELPHI CORP: EU Commission Clears Sale of Steering Biz to GM
DELPHI CORP: Former Execs Seek $6-Mil. More in D&O Defense Costs
DELPHI CORP: Modifies Accommodation Pact, to File Plan May 21
DELPHI CORP: Schumer Calls for GM's Quick Reclamation of Plants
DELPHI CORP: Tries to Keep Exclusivity, Control of Bankruptcy Case

DR HORTON: Fitch Assigns 'BB' Rating on $400 Mil. Senior Notes
EUROFRESH INC: U.S. Trustee Appoints 5-Member Creditors Committee
EUROFRESH INC: Amends List of Creditors Holding Unsecured Claims
EVA-TONE INC: Expects to File Plan "Within Several Business Days"
GARY RICHARDS: Case Summary & 20 Largest Unsecured Creditors

GENERAL GROWTH: Replaces Pershing Square as DIP Lender
GENERAL GROWTH: Amicus Brief re Asset Isolation Concept Filed
GENERAL GROWTH: Lenders Balk at Bid to Use Cash Collateral
GENERAL GROWTH: Parties Dispute Bid to Use Cash Management System
GENERAL GROWTH: U.S. Trustee Appoints 2 More Members to Committee

GENERAL MOTORS: Called for Quick Reclamation of Delphi Plants
GENERAL MOTORS: EU Commission Clears Sale of Delphi Steering Biz
GENERAL MOTORS: Posts $6.0 Billion First Quarter Net Loss
HAYES LEMMERZ: Rating Cut By S&P To 'CC'; Outlook Negative
HCA INC: Fitch Affirms Issuer Default Rating at 'B'

HUMBOLDT CREAMERY: Taps Burr Pilger as Restructuring Consultants
HUMBOLDT CREAMERY: Wants Schedules Filing Extended until May 27
INTEGRA TELECOM: Moody's Cuts Default Probability Rating to 'Ca'
INTERMET CORP: Sets Up Auction in Conjunction With Plan
ISOLAGEN INC: Gets Bridge Financing to Let It Seek DIP Financing

JAMIE VERGARA: May Sell Cookesville Tenn. Property for $292,500
JONATHAN R. COOPER: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Moves to Solicit Votes for Amended Joint Plan
KA & KM DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Former Owner to Help Keep Pimlico Afloat

MEDICO LABS INC: Voluntary Chapter 11 Case Summary
MICHELE M. CONTRERAS: Voluntary Chapter 11 Case Summary
MIDWAY GAMES: Panel Objects to AHS Appeal on Cash Collateral Order
MUELLER WATER: S&P Lowers Ratings to 'B' on Weak Results
NALCO COMPANY: Fitch Rates $500 Mil. Unsecured Notes at 'BB/RR1'

NEW YORK TIMES: Reaches Tentative Pact With Union at Boston Globe
NORWOOD PROMOTIONAL: Files Ch. 11 to Sell Assets to Aurora Capital
OBERLIN PLAZA ONE: Files for Chapter 11 Bankruptcy Protection
OPUS SOUTH: Proposes to Hire Landis Rath as Conflicts Counsel
OPUS SOUTH: Wants to Hire Greenberg Traurig as Bankruptcy Counsel

PAMELA L FEIT: Case Summary & 20 Largest Unsecured Creditors
PCG INC: Case Summary & 11 Largest Unsecured Creditors
PILGRIM'S PRIDE: Inks Pact to Sell Farmerville Chicken Complex
PLIANT CORP: Reports Operating Loss in First Quarter 2009
POLAROID CORP: Seeks Immediate Sale of Obsolete Equipment to CRG

POLAROID CORP: Hilco and Gordon Brothers Close Asset Sale
QIMONDA NA: Wins Court Approval of $60-Million DIP Loan
RATHGIBSON INC: Annual Report Late, May Get Going Concern Doubt
RHM INDUSTRIAL: Involuntary Chapter 11 Case Summary
SAINT VINCENTS: Pursuing Claims Against Caritas Health Care

SALEM GLEN: Case Summary & 24 Largest Unsecured Creditors
SEED FAITH: Case Summary & 15 Largest Unsecured Creditors
SHINGLE SPRINGS: Moody's Lowers Corporate Rating to Caa1
SILICON GRAPHICS: Can Hire AlixPartners as Restructuring Advisors
SILICON GRAPHICS: Can Hire Davis Polk as Special Corporate Counsel

SILICON GRAPHICS: Court Okays Ropes & Gray LLP as Bankr. Counsel
SILICON GRAPHICS: Court OKs Houlihan Lokey as Financial Advisor
SIX FLAGS: Offers Debt for Equity Exchange; Ch. 11 An Alternative
SKY INN HOTEL: Files Chapter 11 Petition in Austin
SMURFIT-STONE: Seeks August 24 Extension of Lease Decision Period

SMURFIT-STONE: Seeks OK to Hire Studley as Real Estate Broker
SMURFIT-STONE: Settles U.S. Trustee Objection on Incentive Payment
SMURFIT-STONE: Sidley Austin Bills $1.6MM for Two Months' Work
SMURFIT-STONE: To Receive $200,000 in Southeast Fuels Settlement
SMURFIT-STONE: U.S. Bank Seeks Allowance of $17.5MM Admin. Claim

SOURCE INTERLINK: Chapter 11 Case Could Take Only 1 Month
SPARTAN PLUMBING: Case Summary & 20 Largest Unsecured Creditors
STEBAR LLC: Case Summary & 20 Largest Unsecured Creditors
STOCK BUILDING: Files Ch. 11 to Sell Majority Stake to Gores
SYNTAX-BRILLIAN: Court Approves Sale of Olevia Brand to Emerson

SYNTAX-BRILLIAN: Parties Still Negotiating Confirmation Order
T. DARDAR PROPERTIES: Case Summary & 19 Largest Unsec. Creditors
THEMETECH CORPORATION: Voluntary Chapter 11 Case Summary
THORNBURG INDUSTRIES: Taps Houlihan Lokey as Investment Banker
TITLEMAX HOLDINGS: Court OKs Temporary Access of Cash Collateral

TITLEMAX HOLDINGS: U.S. Trustee Picks 7-Member Creditors Committee
TODAY'S WAY: Case Summary & 3 Largest Unsecured Creditors
VP PHASE IV: Case Summary & 12 Largest Unsecured Creditors
WENDY B. BALDENSPERGER: Voluntary Chapter 11 Case Summary
WEYERHAEUSER CO: Loses Investment Grade on Industry Conditions

WHITE ENERGY: Case Summary & 20 Largest Unsecured Creditors
WILLIAM J. BIELSER: Case Summary & 4 Largest Unsecured Creditors
WINDY CITY GRILL: Case Summary & 8 Largest Unsecured Creditors
WOLVERINE TUBE: Edward Howard Advised on Bond Debt Refinancing
WOLVERINE TUBE: Successfully Exchanged Notes Due April 2009

WR GRACE: Asks Court to Approve Settlement of ERISA Litigation
WR GRACE: Discloses Six Environmental Claims Settlement
WR GRACE: Judge Molloy Dismisses Criminal Case vs. Two Ex-Officers
WR GRACE: Proposes New Plan-Related Deposition Timeline
WR GRACE: Seeks Permission to Continue Deloitte Engagement

WR GRACE: Seeks to Settle Income Tax Dispute With IRS
WR GRACE: Anderson Brings Claims Dispute to District Court
ZARNOCH HYSON: Case Summary & 20 Largest Unsecured Creditors

* 6th Circuit Permits Cramming Down Mobile Home Debt
* Claim Buyer May Challenge Discharge of Debt
* Trustees Not Automatic for Ponzi Scheme Bankruptcies

* Airlines Must Rebound in Revenues & Credit Market Access
* Big US Banks Face More In Losses Despite Q1 Gains, S&P Says
* Federal Reserve Tells 7 Banks to Boost Capital Levels by $65BB
* Stress Test Results Say 10 Banks Must Raise $75BB in Capital

* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers


                            *********



318-322 WASHINGTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 318-322 Washington Mall, L.P.
        318-322 Washington Street Mall
        Cape May, NJ 080204

Bankruptcy Case No.: 09-21674

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  Suite 1930
                  2005 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: dkarapelou@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 Marybeth Stumpo.


ABITIBIBOWATER INC: Canadian Units to Suspended Pension Payments
----------------------------------------------------------------
Abitibi-Consolidated Inc. and various Canadian subsidiaries seek
the authority of the Quebec Superior Court Commercial Division in
Canada to suspend remittance of past service special payments to
these pension plans they maintained for the benefit of their
Canadian employees:

   (1) About 20 registered pension plans maintained by Abitibi-
       Consolidated Inc., and its subsidiaries; and

   (2) About 13 registered pension plans maintained by Bowater
       Newsprint South LLC and their subsidiaries.

The CCAA Applicants also seek the Canadian Court's permission to
suspend the Pension Remittances of all current and former
employees with respect to their Pension Plans.

Some of the Abitibi Canadian Pension Plans and the Bowater
Canadian Pension Plans provide defined benefits, some provide
defined contributions, and some operate on a hybrid or defined
benefit and defined contribution basis.  The Pension Plans are
registered with the Canada Revenue Agency and the provincial
pension regulator, and are funded by monthly contributions from
the Abitibi and Bowater Groups and in most cases, also by
contributions from Pension Plan members.

As of the fiscal year ended December 31, 2008, the aggregate
contributions to the Pension Plans and the aggregate solvency
deficit of the Abitibi Group and the Bowater Group were:

                                 As of December 31, 2008
                          -----------------------------------
                              Aggregate           Aggregate
Pension Plan               Contributions    Solvency Deficit
------------             ----------------  -----------------
Abitibi Grp Pension Plan    $148,248,065       $964,000,000
Bowater Grp Pension Plan     $66,431,915       $419,000,000

Based on recent estimates, for the fiscal year ended December 31,
2009, the aggregate contribution of the Abitibi Group is expected
to be $131,000,000, including $102,400,000 in actual and
estimated special payments.  Meanwhile, the Bowater Group's
contribution is estimated to reach $72,000,000, including actual
and estimated special payments totaling $56,000,000.

The CCAA Applicants maintain that all special payments with
respect to past service to their Pension Plans must be suspended.
Nevertheless, they propose to continue to make current service
contributions to the Pension Plans.  The CCAA Applicants also
intend to make current contributions to all defined contribution
plans.

The CCAA Applicants explain that they have substantial operations
with significant working capital flows, which are not predictable
with precision.  Those cash flow forecasts include advances to
the CCAA Applicants under the DIP Facility and the Securitization
Program to supplement current liquidity.  However, those Advances
do not take into consideration any Special Payments to the
Pension Plans.

Full-text copies of the Cash Flow Forecasts for the Abitibi and
Bowater Groups covering the 13-week period from April 26, 2009 to
July 19, 2009, are available for free at:

       http://bankrupt.com/misc/CCAA_ACICashFlowForecast.pdf
       http://bankrupt.com/misc/CCAA_BICashFlowForecast.pdf

Given their limited anticipated liquidity and the margin of error
inherent to any forecast of receipts and disbursements for an
enterprise of their size and scope, the CCAA Applicants believe
that they are not in a position to make the special payments
without putting their operations at risk.  "To make the special
payments to their Pension Plans with respect to past service
contributions would imperil the restructuring process," Stikeman
Elliot LLP, in Montreal Quebec, adds on behalf of the CCAA
Applicants.

Even if the CCAA Applicants has authority from the Canadian Court
to make special payments to their Pension Plans, "the amount of
required special payments far exceeds the available liquidity of
the [CCAA Applicants], and a requirement to pay these could thus
lead rapidly to a total cessation of activities," according to
Stikeman Elliot.

The CCAA Applicants note that in bankruptcy context, the special
payments would be treated as unsecured obligations.  As a result,
in the unlikely event of a failed CCAA proceeding and a
subsequent bankruptcy, the Special Payments could be challenged
by the CCAA Applicants as being fraudulent preferences.

Moreover, there are possibilities of alleged liability of the
CCAA Applicants' directors and officers arising out of the
suspension of the Special Payments.  In this regard, the CCAA
Applicants ask the Canadian Court to declare that no director or
officer will incur any obligation as a result of the failure by
the CCAA Applicants to make any contribution to the Pension Plans
other than current cost contribution obligations.

The CCAA Applicants maintain that their request will ensure that
their directors and officers remain in office throughout the
duration of their CCAA Proceedings.

                  About AbitibiBowater Inc.

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

               Out-of-Court Restructuring Effort

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

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

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

                       Bankruptcy Filing

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
Counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

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

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

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


ABITIBIBOWATER INC: Monitor Files Report on Bankruptcy, Liquidity
-----------------------------------------------------------------
Ernst & Young, Inc., as monitor in the proceedings commenced by
Abitibi-Consolidated Inc., AbitibiBowater Canada Inc., Bowater
Canadian Holdings Incorporated, Bowater Canadian Forest Products
Inc., and certain of their affiliates under Canada's Companies'
Creditors Arrangement Act, filed:

   -- a second status report dated April 21, 2009, to apprise the
      Quebec Superior Court Commercial Division with information
      on the Chapter 11 and Chapter 15 cases of the Debtors in the
      U.S. Bankruptcy Court for the District of Delaware.

   -- a third status report dated April 21, 2009, to apprise the
      Quebec Superior Court Commercial Division with updates
      regarding the current liquidity and cash flow forecasts of
      the CCAA Applicants.

                        2nd Status Report

Alex Morrison, senior vice president of Ernst & Young, reported
that on April 17, 2009, the Bankruptcy Court entered orders
granting certain motions of the Debtors on final and interim
bases.  Specifically, the First Day Orders in the Chapter 11
cases authorized the Debtors to:

   -- continue to use their existing consolidated cash management
      systems and bank accounts;

   -- continue selling accounts receivable and related rights
      pursuant to the amended Securitization Program;

   -- pay employee obligations including prepetition wages,
      salaries and other compensation, reimbursable employee
      expenses and employee medical and similar benefits;

   -- pay prepetition amounts owing to certain critical vendors
      and administrative c1aimholders;

   -- pay prepetition claims of shippers, warehousemen and other
      lien claimants;

   -- pay prepetition customer and broker obligations;

   -- prohibit utility service providers from discontinuing or
      altering service to the Debtors;

   -- pay prepetition sales, use, franchise and property taxes;

   -- tap postpetition financing, use cash collateral and
      provide super priority administrative expense status,
      with respect to the DIP Financing Agreement with Fairfax
      Financial Holdings Limited as the initial lender;

   -- continue prepetition insurance coverage and maintain
      postpetition insurance premiums financing arrangements;

   -- retain Epiq Bankruptcy Solutions LLC, as notice, claims and
      balloting agent to the Debtors; and

   -- directing the joint administration of the Debtors' Chapter
      11 cases.

Mr. Morrison confirmed that the Debtors' DIP Agreement with
Fairfax was fully executed on April 21, 2009.  He further
disclosed that the Bankruptcy Court recognized the CCAA
proceedings as "foreign main proceedings," under Chapter 15 of
the U.S. Bankruptcy Code.

A full-text copy of the April 21 E&Y Report is available for free
at http://bankrupt.com/misc/ABH_2ndE&YReport.pdf

                        3rd Status Report

The Monitor related that based on cash flow forecast covering the
13-week period from April 26, 2009 to July 19, 2009:

   * the Abitibi Group anticipates having a positive cash balance
     of as low as $28.1 million; and

   * the Bowater Debtors' net cash position is forecast to be
     $17.7 million, assuming no past service pension
     contributions are made.

The Monitor noted that the Abitibi Group's aggregate past service
pension plan funding for its defined benefit pension plans is
approximately $8.5 million per month, or $102.4 million per annum.
Similarly, BCFPI's aggregate past service pension plan funding for
its defined benefit pension plan is approximately $4.7 million per
month or $56.9 million per annum.

The Monitor believes that ACI and BCFPI do not have sufficient
liquidity to fund the aggregate past service pension contributions
and therefore, the payments should be suspended during the Stay
Period.

To address their financing needs during the CCAA Proceedings, the
Abitibi Group and Donohue Corporation have entered into a Letter
Loan Agreement with Bank of Montreal as lender and Investissement
Quebec as guarantor or sponsor, the Monitor reported.  The
debtor-in-possession financing to be provided is to be guaranteed
by certain of the Abitibi Group's wholly owned subsidiaries.

The Bank of Montreal will essentially provide a senior secured
superpriority DIP credit facility of up to $100 million to the
Borrowers, provided that the aggregate amount of funds that may
be made available to Donohue Corp. does not exceed $10 million.
The Borrowers will be required to maintain, at all times, a
minimum availability of $12.5 million under the DIP Facility.
Hence, the net incremental liquidity provided by the ACI DIP
Facility is projected to be $87.5 million, the Monitor said.

The Monitor acknowledged that the Abitibi Group's ability to
maintain its operations is fundamental to preserving the value of
the collateral pledged to the secured lenders, as well as for
preserving value for its other stakeholders, including employees
and unsecured creditors.

Accordingly, the Monitor recommends that the Abitibi DIP
Financing be approved to allow the Abitibi Group to stabilize its
operations and to ensure that it has adequate cash reserves to
fund its operating disbursements and payroll costs.

In a supplemental report dated April 30, 2009, Ernst & Young
Senior Vice President Alex Morrison related to the Canadian Court
that a Waiver Agreement has been provided by Citibank, N.A.,
London Branch, as operating agent to the Amended and Restated
Receivables Purchase Agreement dated as of January 31, 2008, with
Abitibi-Consolidated Inc., and Abitibi Consolidated Sales
Corporation, in their capacity as subservicers and originators.
Under the RPA, ASCS must deliver to the Citibank a written
request for the release of the funds in lockboxes for the purpose
of financing daily operating expenses which are then due and
payable.  Pursuant to the Waiver Agreement, dated April 27, 2009,
ACSC will no longer be required to deliver the Expense Report for
the release of the Funds, if either:

   (a) the ratio of amounts borrowed under the RPA compared to
       the gross, unadjusted, pool of accounts receivable is
       greater than 40%; or

   (b) the ratio of amounts borrowed under the RPA compared to
       the gross, unadjusted, pool of accounts receivable,
       excluding certain ineligible receivables, is greater than
       78%.

The proposed revised calculations set forth in the Waiver, Mr.
Morrison avers, will not have a material impact on the Abitibi
Group's liquidity.

Mr. Morrison related that the Abitibi Group participates in the
Securitization Program to help fund its working capital
requirements as well as that of the Donohue Group.  As a result
of the Waiver, funds from the Securitization Program will flow
automatically without the requirement for reporting with respect
to the Abitibi Group's disbursements, thereby freeing up cash
reserves for use in operations.  Accordingly, the Monitor
approves the Waiver.  In order to be effective, the Waiver must
also be approved by the Canadian Court.

Full-text copies of the April 29 and April 30 Monitor Reports are
available for free at:

        http://bankrupt.com/misc/ABH_3rdE&YReport.pdf
        http://bankrupt.com/misc/ABH_Supp3rdE&YReport.pdf

                  About AbitibiBowater Inc.

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

               Out-of-Court Restructuring Effort

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

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

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

                       Bankruptcy Filing

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
Counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

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

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

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


ABITIBIBOWATER INC: Posts $2.2 Billion Net Loss for Year 2008
-------------------------------------------------------------
AbitibiBowater, Inc., and its debtor-affiliates in the United
States and Canada filed with the Securities and Exchanged
Commission on April 30, 2009, an annual report for the fiscal
year ended December 31, 2008.

AbitibiBowater listed assets totaling $8.1 billion as of Dec. 31,
2008, a figure that reflects a decrease of $2.2 billion compared
to December 31, 2007.  The decrease relates primarily to planned
reductions in inventory levels, the sale of assets, the
impairments of long-lived assets, assets held for sale and
goodwill, as well as the write-off of the carrying value of
expropriated assets.

The Company listed debts totaling $6 billion at December 31, 2008,
an increase of $0.3 billion compared to December 31, 2007.  Cash
and cash equivalents decreased by $3 million to total $192 million
at December 31, 2008, as cash generated from investing and
financing activities in 2008 was used to fund the cash shortfall
from operating activities in 2008, David Paterson,
AbitibiBowater's president and chief executive officer, disclosed.

According to Mr. Paterson, the Company experienced recurring
losses in the recent years, which have resulted in significant
negative operating cash flows.  A number of factors have
contributed to these results, including (i) a highly competitive
market for our products, (ii) the highly cyclical nature of the
forest products industry, (iii) significant annual declines over
the past several years in the demand for newsprint, which is the
Company's principal product, (iv) a weak U.S. housing market, (v)
the capital-intensive nature of our operations, (vi) the weakened
global economy, and (vii) cost pressures resulting from the
volatility of currency exchange rates and costs for raw materials
and energy.

In an attempt to mitigate the impact of the factors that weaken
its revenues and operations, the Company undertook numerous
actions since the fourth quarter of 2007, including:

   -- reduction of newsprint and specialty papers production
      capacity by almost 1 million metric tons per year, which
      led to the permanent closure or indefinite idling of
      several mills, sawmills, and paper mills in Canada and the
      United States;

   -- removal of an additional 830,000 metric tons of newsprint,
      110,000 metric tons of specialty paper and 70,000 metric
      tons of coated paper capacity through the permanent
      closure by the end of the first quarter of 2009 of certain
      newsprint mills, paper converting facility and paper
      machines; and

   -- price increase in North American newsprint and in export
      newsprint, coated papers, specialty papers and market
      pulp.

Mr. Paterson adds that the Company also made several unsuccessful
attempts to refinance its significant indebtedness, which
included an exchange offer and concurrent notes offering to
address the Bowater Debtors' liquidity issues and a Debt
Recapitalization Plan to address Abitibi Group's liquidity
issues.  The Company and its affiliates commenced their Chapter
11 cases in the United States, and insolvency proceedings under
Canada's Companies Creditors' Arrangement Act on April 16, 2009,
to pursue their reorganization efforts.

                      Employee-Related Items

As of December 31, 2008, AbitibiBowater employed approximately
15,900 people, of whom approximately 11,600 were represented by
bargaining units -- predominantly by the Communications, Energy
and Paperworkers Union in Canada and by the United Steelworkers
Union in the United States.

"As we develop and implement our reorganization plan, we expect
to have some decline in employment," Mr. Paterson disclosed.

Mr. Paterson further related that as of December 31, 2008, the
Company's defined benefit pension plans were underfunded by about
$389,000,000 on a financial accounting basis.

A significant number of the Company's collective bargaining
agreements with respect to its paper operations in Eastern
Canada, Catawba, and South Carolina will expire in 2009.  The
collective bargaining agreement for the Calhoun, Tennessee
facility, which expired in July 2008, has not been renewed.

The Communications, Energy and Paperworkers Union of Canada has
selected contract talks with the Company to set the industry-wide
pattern for contracts that will replace current agreements that
expire at the end of April 2009, Mr. Paterson disclosed.

Renewal of collective bargaining agreements could also result in
higher wage or benefit costs, Mr. Paterson said.  Thus, the
Company could experience a disruption of our operations or higher
ongoing labor costs, he added.

A full-text copy of AbitibiBowater's Annual Report on Form 10K is
available at the SEC at http://ResearchArchives.com/t/s?3c49

                       ABITIBIBOWATER, INC.
              Unaudited Consolidated Balance Sheets
                    As of December 31, 2008

                             ASSETS

Current Assets:
Current Assets:
Cash and cash equivalents                          $192,000,000
Accounts receivable, net                            816,000,000
Inventories                                         713,000,000
Assets held for sale                                953,000,000
Other current assets                                 93,000,000
                                                ----------------
Total Current Assets                               2,767,000,000

Timber and timberlands                                47,000,000
Fixed assets, net                                  4,460,000,000
Goodwill                                              53,000,000
Amortization intangible assets, net                  285,000,000
Other assets                                         460,000,000
                                                ----------------
                                                   5,305,000,000
                                                ----------------
Total Assets                                      $8,072,000,000
                                                ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued liabilities         $1,021,000,000
Short-term bank debt                                677,000,000
Current installments of long-term debt              278,000,000
Liabilities associated with assets
  held for sale                                      409,000,000
                                                ----------------
Total Current Liabilities                          2,385,000,000

Long-term debt and capital leases                  5,015,000,000
Pension & other postretirement projected
benefit obligations                                 823,000,000
Other long-term benefits                             147,000,000
Deferred income taxes                                 42,000,000
Minority interests in subsidiaries                   136,000,000

Commitments and Contingencies

Shareholders' Deficit (Equity):
Common stock at $1 par value, 53.2 shares
  outstanding at Dec. 31, 2008                        53,000,000
Exchangeable shares at no par value, 4.4 shares
  outstanding at Dec. 31, 2008                       242,000,000
Additional paid-in capital                        2,451,000,000
Deficit                                           2,838,000,000)
Accumulated other comprehensive loss               (384,000,000)
                                                ----------------
Total Shareholders' (Deficit) Equity                (476,000,000)
                                                ================
Total Liabilities and Shareholders' Equity        $8,072,000,000
                                                ================

                       ABITIBIBOWATER, INC.
        Unaudited Consolidated Statements of Operations
                   Year Ended December 31, 2008

Sales                                             $6,771,000,000

Cost and expenses:
Cost of sales                                     5,144,000,000
Depreciation, amortization
  and cost of timber                                 726,000,000
Distribution costs                                  757,000,000
Selling and admin. expenses                         332,000,000
Impairment of goodwill                              810,000,000
Closure costs, impairment of assets                 481,000,000
Lumber duties refund                                          0
Arbitration award                                             0
Net gain on disposition oaf assets                  (49,000,000)
                                               -----------------
Operating (loss) income                           (1,430,000,000)

Interest expense                                    (706,000,000)
Other income, net                                     93,000,000
                                               -----------------
Loss before income taxes                          (2,043,000,000)
                                               -----------------
Income tax benefit (provision)                        92,000,000
Minority interests, net of tax                       (27,000,000)
                                               -----------------
Loss before extraordinary item                    (1,978,000,000)
Extraordinary loss on expropriation
of assets, net                                     (256,000,000)
Cumulative effect of accounting charge, net                    -
                                               -----------------
Net Loss                                         ($2,234,000,000)
                                               =================

                       ABITIBIBOWATER, INC.
         Unaudited Consolidated Statements of Cash Flow
                   Year Ended December 31, 2008

Cash Flows from Operating Activities:
Net loss                                        ($2,234,000,000)
Adjustments to reconcile net (loss)
  to net cash (used in) provided by
  operating activities:
Extraordinary loss on expropriation
  of assets, net                                     256,000,000
Cumulative effect of accounting
  change, net                                                  0
Share-based compensation                              4,000,000
Depreciation, amortization and cost of timber       726,000,000
Impairment of goodwill                              810,000,000
Closure costs, impairment of assets                 428,000,000
Write-downs of mill stores inventory                 30,000,000
Deferred income taxes                              (225,000,000)
Minority interests, net of tax                       27,000,000
Net pension contributions                          (241,000,000)
Net gain on disposition of assets                   (49,000,000)
Gain on extinguishment of debt                      (31,000,000)
Amortization of debt discount (premium), net        123,000,000
Gain on translation of foreign currency debt        (39,000,000)
Changes in working capital:
  Accounts receivable                                (63,000,000)
  Inventories                                        159,000,000
  Income taxes receivable and payable                 17,000,000
  Accounts payable & accrued liabilities            (171,000,000)
Other, net                                            53,000,000
                                               -----------------
Net cash (used in) provided by
operating activities                               (420,000,000)

Cash Flows from Investing Activities:
Cash invested in fixed assets                      (186,000,000)
Dispositions of assets                              220,000,000
Cash acquired in the Combination                              0
Direct acquisition costs related
  to Combination                                               0
Cash received in monetization
  of financial instruments                             5,000,000
Increase in deposit requirements, net               (69,000,000)
Other investing activities, net                       3,000,000
                                               -----------------
Net cash provided by (used in)
investing activities                                (27,000,000)

Cash Flows from Financing Activities:
Cash dividends, including minority interests        (25,000,000)
Term loan financing                                 400,000,000
Term loan repayments                                (53,000,000)
Short-term financing, net                          (248,000,000)
Issuance of long-term debt                          763,000,000
Repurchases and payments of long-term debt         (298,000,000)
Payments of financing & credit facility fees        (89,000,000)
Payments, equity issuance fees
  on Convertible Notes                                (6,000,000)
                                               -----------------
Net cash provided by (used in)
financing activities                                444,000,000
                                               -----------------
Net decrease in cash & cash equivalents               (3,000,000)

Cash & cash equivalents:
  Beginning of year                                  195,000,000
                                               -----------------
  End of year                                       $192,000,000
                                               =================

                 By-Laws Amended Effective April 29

In a regulatory filing with the Securities and Exchange
Commission, Jacques P. Vachon, AbitibiBowater Inc. senior vice-
president for Corporate Affairs and chief legal officer,
disclosed that effective April 28, 2009, the Company's board of
directors adopted the Second Amended and Restated By-Laws:

   (1) to change the size of the Board from 14 -- with no fewer
       than 11 independent directors plus the Chairman -- to
       between nine and 15 directors, provided that the Board
       must be comprised entirely of independent directors,
       except for the President and Chief Executive Officer and
       at the discretion of the board, up to two additional
       directors;

   (2) to remove references to "Abitibi Directors" and "Bowater
       Directors", which referred to directors of the Company
       that were formerly directors of Abitibi-Consolidated Inc.
       or Bowater Incorporated, prior to the combination of
       Abitibi and Bowater in October 2007; and

   (3) to provide that the Chairman will be elected by a majority
       of the Board and will serve as lead director for so long
       he is an independent director.  In the event the Chairman
       is not an independent director, the lead director will be
       an independent director selected by a majority of the
       Board.

A full-text copy of AbitibiBowater's Second Amended and Restated
By-Laws is available for free at:

              http://ResearchArchives.com/t/s?3c2e

                  About AbitibiBowater Inc.

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

               Out-of-Court Restructuring Effort

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

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

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

                       Bankruptcy Filing

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

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

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

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


ABITIBIBOWATER INC: $100MM Bank of Montreal DIP Loan Approved
-------------------------------------------------------------
AbitibiBowater Inc. and its Abitibi-Consolidated Inc. subsidiary
said an order from the Quebec Superior Court in Canada has been
obtained authorizing Abitibi to enter into a loan agreement with
Bank of Montreal for debtor-in-possession financing which will be
guaranteed by Investissement Quebec.  The Abitibi DIP Agreement
will support AbitibiBowater's business continuity by providing
additional short-term liquidity while the Company continues to
develop its restructuring plan.

The Abitibi DIP Agreement will be among Abitibi, as borrower, and
Bank of Montreal, as lender, and will be guaranteed by
Investissement Quebec, as sponsor. The Abitibi DIP Agreement will
provide for borrowings in an aggregate principal amount of up to
$100 million for Abitibi, of which a minimum undrawn availability
of $12.5 million must be maintained at all times.

The outstanding principal amount of loans under the DIP Facility,
plus accrued and unpaid interest, will be payable in full at the
earliest of (i) November 1, 2009; (ii) the effective date of a
plan of reorganization under the Companies' Creditors Arrangement
Act in Canada or Chapter 11 of the United States Bankruptcy Code
in the U.S.; and (iii) certain other events.

                  About AbitibiBowater Inc.

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

               Out-of-Court Restructuring Effort

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

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

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

                       Bankruptcy Filing

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

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

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

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

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


ABRAMS ENTERPRIZES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Abrams Enterprizes, LLC
        PO Box 1330
        Cabot, AR 72023

Bankruptcy Case No.: 09-13218

Chapter 11 Petition Date: May 6, 2009

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

Debtor's Counsel: Paul A. Schmidt, Sr., Esq.
                  Attorney at Law
                  P.O. Box 564
                  Cabot, AR 72023-0564
                  Tel: (501) 843-7576
                  Fax: (501) 843-2335
                  Email: paschmidtbk@centurytel.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 Joe Abrams, managing member of the
Company.


AGT CRUNCH: Judge Gerber Questions Terms of Insider Sale
--------------------------------------------------------
At the first-day hearing in AGT Crunch Acquisition LLC's case,
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York raised concerns about the proposed sale the
Company's chain of 19 high-end fitness clubs, named Fitness
Crunch, to affiliates of Angelo, Gordon & Co.

As reported by yesterday's Troubled Company Reporter, AGT Crunch
Acquisition LLC said it 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 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 reported 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 pre-bankruptcy secured loan from CH
Fitness.  The parties expect to close the sale in 60 days.

Crunch has also reached a deal with CH Fitness with respect to a
$6 million bankruptcy loan to fund its operations as it
restructures.

Investment groups of Angelo Gordon bought the Fitness Crunch chain
from Bally Total Fitness Holding Corp. in 2006 and purchased the
first-lien debt in late 2008, Bloomberg's Bill Rochelle reported.

According to the report, Judge Gerber, at the hearing,
characterized aspects of the reorganization as "one of the most
outrageous provisions I've seen in 40 years of practicing law."
Judge Gerber, Bloomberg relates, also said the court papers didn't
fully disclose the objective of selling the business to an
insider.

"You are proposing a sale to yourselves under the rubric of
calling it a credit bid to another party -- and would use the
DIP to wipe out another party," Judge Gerber said, citing about
$10 million in debt owed to unsecured creditors, most of which
are New York real estate owners and landlords.  Judge Gerber at
another time said, "The secured lenders want to rent the
courthouse."

Judge Gerber has granted interim approval on the proposed DIP
financing on revised terms.  A total of $1 million in borrowing
will be available pending final hearing.

Crunch, in procedures submitted to the Court, says that it will be
accepting competing bids for its business.  The Debtor proposes a
June 25 deadline for bids; a June 30 auction, if multiple bids are
received; and a July 2 hearing to consider approval of the sale.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.

According to Bill Rochelle, financial problems go back to a 2006
acquisition when Crunch says Bally "materially misrepresented the
number of active members."  The dispute went into litigation
before Bally filed for Chapter 11 relief.  Bally was out of
Chapter 11 for 14 months before filing bankruptcy a second time in
December.  Crunch acquired 25 clubs from Bally and five from other
operators.

A court filing, Bloomberg relates, says bankruptcy was required to
divest "certain unprofitable club locations" having "overpriced
long-term leases."  Crunch generated $84.5 million in revenue in
2008 and an operating loss of $11.2 million.

                         About AGT 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 73,000 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.

AGT Crunch filed for Chapter 11 on May 6 (Bankr. S.D. N.Y. Case
No. 09-12889).  It listed $104 million in assets against $102
million in total liabilities in its petition.


AGT CRUNCH: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AGT Crunch Acquisition LLC
        22 West 19th Street, 4th Floor
        New York, NY 10011

Bankruptcy Case No.: 09-12889

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        AGT Crunch Atlanta LLC                     09-12890
        AGT Crunch Chicago LLC                     09-12891
        AGT Crunch Los Angeles LLC                 09-12892
        AGT Crunch Miami LLC                       09-12893
        AGT Crunch New York LLC                    09-12894
        AGT Crunch San Francisco LLC               09-12895
        AGT Crunch Services LLC                    09-12896
        AGT Crunch Washington D.C. LLC             09-12897
        AGT Union Street LLC                       09-12898
        Crunch CFI Atlanta, LLC                    09-12899
        Crunch CFI Georgia, LLC                    09-12900
        Crunch CFI GW, LLC                         09-12901
        Crunch CFI New York, LLC                   09-12902
        Crunch CFI San Francisco, LLC              09-12903
        Crunch CFI, LLC                            09-12904
        Fort Greene Sports Club, LLC               09-12905
        Hauppauge Sports Club, LLC                 09-12906
        Park Slope Sports Club, LLC                09-12907
        Sports & Fitness Ventures, LLC             09-12908
        The Silver Springs Sports Club, L.L.C.     09-12909
        113 4th Sports Club, LLC                   09-12910

Chapter 11 Petition Date: May 6, 2009

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

Judge: Robert E. Gerber

Debtor's Counsel: Davin J. Hall, Esq.
                  Shmuel Vasser
                  Dechert LLP
                  1095 Avenue of the Americas
                  New York, NY 10036-6797
                  Tel: (212) 698-3500
                  Fax: (212) 698-3599
                  Email: davin.hall@dechert.com
                  Email: shmuel.vasser@dechert.com

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
   ------                      ---------------   ------------
Parkway Pointe Retail Corp.                          $456,721
1787 Paysphere Circle
Chicago, IL 60674

DFD Development LLP                                  $396,685
352 Park Avenue
New York, NY 10010

B. Bros. Broadway Realty LLC                         $323,581
88 Pine Street
New York, NY 10005

Principal Life Insurance                             $320,700

8000 Sunset Blvd Owner LLC                           $247,523

25 Braodway Off Properties LLC                       $226,035

Roc Agent Roc Le Triomphe                            $218,878

KS Realty Inc.                                       $194,306

Google Inc.                                          $176,403

Big Time Design Studios                              $165,798

DDR/Van Ness Operating Co.                           $147,769

Tower Plaza LLP                                      $138,546

PPF OFF 345 Spears St. LLP                           $128,776

Red Apple Real Estate                                $121,176

Litke Properties Ansome LLC                          $110,193

Archives LLC                                          $97,659

18-19th Associates LLC                                $95,837

Parkwood Realty Associates                            $90,403

RN 120 Company LLC                                    $89,307

Pix Realty LLP                                        $77,018

Hollywood Horizon Properties                          $73,711

RiverBank West                                        $70,000

MyLaw Realty Corp.                                    $69,853

The Lucia Group Inc.                                  $68,649

Sol Goldman Investments LLC                           $66,232

2700 Halsted Building LLC                             $64,630

Quedan Construction Services                          $63,493

Coast Counties Property Mgt.                          $62,752

Blattels & Schnur Trust                               $60,000

Aramark                                               $59,800

The petition was signed by Michael Jacobs, president & CFO of the
company.


ALERIS INT'L: Moelis Bills $3.9MM, Weil Seeks $1.6MM for Work
-------------------------------------------------------------
Professionals hired in the bankruptcy cases of Aleris
International, Inc., and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware applications for the
allowance of fees and reimbursement of expenses.

(A) Debtors' Professionals:

  Firm                 Period           Fees         Expenses
  ----                ----------     ----------      --------
Weil, Gotshal &       02/12/09 -
Manges LLP            03/31/09      $1,617,396       $24,278

Moelis & Company LLC  03/01/09 -
                       03/31/09       3,950,000       13,899

Moelis & Company LLC  02/12/09 -
                       02/28/09         121,428        16,555

Fried Frank
Harris Shriver &      02/12/09 -
Jacobson LLP          03/31/09         695,354        42,645

Ernst & Young LLP     02/12/09 -
                       03/31/09         773,350         5,157

Richards, Layton      02/12/09 -
Finger, P.A.          03/31/09         114,533        11,736

Moelis & Company, the Debtors' financial advisor, reported that
its professionals spent 461 hours from February 12 to 28, 2009,
and 800 hours from March 1 to 31, 2009, providing services related
to the Debtors' business plan and forecasts and the due diligence
process for both the senior secured lenders and the Official
Committee of Unsecured Creditors.

Weil, Gotshal & Manges LLP is the Debtors' counsel.  Richards,
Layton & Finger, P.A., is the Debtors' co-counsel, and Fried Frank
Harris Shriver & Jacobson LLP, is special financing, corporate,
tax and litigation counsel to the Debtors.  Ernst & Young LLP,
whose fee sought is net of $324,344 of voluntary reductions, is
the Debtors' auditors.

(B) Official Committee of Unsecured Creditors' Professionals

  Firm                 Period           Fees         Expenses
  ----                ----------     ----------      --------
Reed Smith LLP        02/20/09 -
                       03/31/09        $221,982        $3,536

Landis Rath &         02/28/09 -
Cobb LLP              03/31/09          53,543           584

Reed Smith LLP is counsel to the Official Committee of Unsecured
Creditors, and Landis Rath & Cobb LPP is the Committee's conflicts
counsel.

The Committee, in separate application, seeks reimbursement of
$2,372 in expenses incurred for the period from February 19
through 28, 2009.

                     About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.

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


ALERIS INT'L: Proposes September 15 as Claims Bar Date
------------------------------------------------------
Aleris International, Inc., and its debtor-affiliates ask Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to establish September 15, 2009, as the
deadline for any person or entity to file proofs of claim for
obligations arising before the Petition Date against the Debtors.
The prepetition claim must not have been scheduled, or scheduled
as disputed, contingent or unliquidated.

The Debtors also ask the Court to approve the:

   -- proposed proof of claim form;

   -- proposed bar date notices, including customized notices for
      employees, certain entities that may hold environmental
      claims, and certain publication; as well as the

   -- proposed notice procedures for the bar date, including
      specialized procedures for holders of potential
      environmental claims.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which claimants
must file proofs of claim in a Chapter 11 case.  Section
502(b)(9) of the Bankruptcy Code provides that a proof of claim
filed by a governmental unit be timely filed if it is filed before
180 days after the date of the order for the request.

Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP, in New
York, says fixing the proposed Bar Date will enable the Debtors to
receive, process, and begin their analysis of creditors'
claims in a timely and efficient manner and expedite the
administration of their Chapter 11 cases.  The Debtors assert that
the proposed Bar Date complies with the time requirements of
Section 502(b)(9), provides sufficient notice of the Bar Date to
all parties-in-interest, and affords those parties-in-interest
ample opportunity to prepare and file a proof of claim.

                Proposed Claim Filing Procedures

The Debtors propose these procedures for filing proofs of claim:

(a) Except as otherwise provided, all entities that assert a
     claim that arose prior to the Petition Date against the
     Debtors must file a proof of claim on or before the Bar
     Date.

(b) The trustee or administrative agent of any debt issued by
     the Debtors may file a master proof of claim on behalf of
     the debt holder for which it acts, any proof of claim that
     may be filed by an individual debt holder.

(c) Any entity that asserts a claim from the rejection of an
     executory contract or unexpired lease must file a proof of
     claim based on the rejection on or before the later of the
     Bar Date, and 5:00 p.m. (Eastern Time) on the date that is
     30 days after the effective date of the rejection.

     A party to an executory contract or unexpired lease that
     asserts a claim for unpaid amounts outstanding as of the
     Petition Date, other than a rejection damages claim, must
     file a proof of claim for those amounts on or before the Bar
     Date unless another exception applies.

(d) If any of the Debtors amends or supplements its Schedule D,
     E, or F of the Schedules of Assets and Liabilities, the
     deadline to file a Proof of Claim with respect to any
     affected claimant will be the later of (i) the Bar Date and
     (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days
     from the notice of the amendment or supplement.

(e) If, after the date of the order granting this motion, the
     Debtors identify a potential creditor that may hold an
     environmental claim and which did not otherwise receive
     actual notice of the Bar Date, the deadline for that
     creditor to file a Proof of Claim to assert any
     environmental claim will be the later of (i) the Bar Date
     and (ii) 5:00 p.m. (Eastern Time) on the date that is 30
     days from the notice that the potential creditor must file a
     proof of claim to assert any claim against the Debtors is
     mailed to that potential creditor.

(f) Proofs of claim must specify by name and case number the
     Debtor against which the proof of claim is asserted, and, if
     the holder asserts a claim against more than one Debtor, a
     separate Proof of Claim must be filed against each Debtor.

(g) Moreover, proofs of claim must:

     * conform to the Proof of Claim Form or Official Bankruptcy
       Form No. 10;

     * assert any priority status pursuant to Section 507(a) of
       the Bankruptcy Code or administrative status pursuant to
       Section 503(b)(9);

     * be signed by the claimant or, if the claimant is not an
       individual, by an authorized agent of the claimant;

     * include supporting documentation or, if voluminous, a
       summary or explanation as to why documentation is not
       available;

     * be in the English language; and

     * be denominated in United States currency.

(h) Proofs of claim must be received on or before the Bar Date
     by Kurtzman Carson Consultants LLC, the official claims
     agent in the Debtors' Chapter 11 cases, at:

     Aleris Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Ave.
     El Segundo, California 90245

(i) Debtors and KCC will not be required to accept a proof of
     claim sent by facsimile, telecopy, or electronic mail
     transmission.

(j) Proofs of claim will be deemed timely filed only if actually
     received by the Aleris Claims Processing Center on or before
     the Bar Date.

(k) Any entity that files a proof of claim by mail and wishes to
     receive a clocked-in copy by return mail must include an
     additional copy of the Proof of Claim and a self-addressed
     postage-paid envelope.

The Debtors propose that these entities will not be required to
file a proof of claim:

(1) any entity that has already properly filed with the Clerk
     of the U.S. Bankruptcy Court for the District of Delaware
     or KCC a proof of claim against a Debtor in a form
     substantially similar to Official Bankruptcy Form No. 10;

(2) any entity whose claim is listed on a Debtor's Schedules of
     Assets and Liabilities, and

     * the claim is not described as disputed, contingent, or
       unliquidated;

     * the claimant agrees with the amount, nature, and priority
       of the claim set forth in the Schedules; and

     * the claimant agrees that the claim is an obligation of
       the specific Debtor that has listed the claim its
       Schedules;

(3) any holder of a claim that has been allowed by order of the
     Court or satisfied in full prior to the Bar Date;

(4) any Debtor or non-debtor subsidiary holding a claim against
     a Debtor;

(5) any officer, director, or employee for a claim for
     indemnification, contribution, reimbursement, or wages and
     benefits,; provided that any officer, director, or
     employee must file a proof of claim if he or she wishes to
     assert any other claims against any of the Debtors;

(6) any holder of a claim allowable under Section 503(b) or
     507(a) of the Bankruptcy Code as an administrative expense
     of the Debtors' Chapter 11 cases other than administrative
     expenses allowable under Section 503(b)(9);

(7) any entity that holds an equity interest in any Debtor;
     provided that any interest holder that wishes to
     assert any claim, as opposed to ownership interest, against
     any of the Debtors that relates to the ownership or purchase
     of an interest, must file its proof of claim on or before
     the Bar Date; and

(8) any holder of a claim for which the Court has already fixed
     a specific deadline to file a Proof of Claim.

The Debtors seek that any holder of a claim who is required, but
fails, to file a proof of claim on or before the proposed Bar Date
will be forever barred, estopped, and enjoined from asserting the
claim against the Debtors, or filing a related proof of claim, so
that the Debtors and their property will be forever discharged
from all indebtedness or liability with respect to the claim.  The
Debtors also seek that that claimholder will not be permitted to
vote to accept or reject any plan of reorganization filed in their
Chapter 11 cases, or participate in any distribution in Debtors'
Chapter 11 cases on account of its claim, or to receive further
notices regarding the claim.

The Debtors further seek that any of their claimholders who files
a proof of claim but fails to assert the claim's priority or
administrative status will be forever barred, estopped, enjoined
from asserting the priority or administrative claim status with
respect to that claim, and that the claim will not be entitled to
an administrative status.

The Debtors will mail the proposed Bar Date Notice and the
proposed Proof of Claim Form to:

   * the Office of the U.S. Trustee for Region 3;

   * counsel to the Official Committee of Unsecured Creditors;

   * counsel to Deutsche Bank AG New York Branch, as
     administrative agent under the Debtors' prepetition credit
     and term loan agreements and the Debtors' postpetition
     revolving and term credit facilities;

   * counsel to the Wilmington Trust Company, as indenture
     trustee for the Debtors' prepetition senior notes;

   * all parties that have requested notice in these Chapter 11
     cases;

   * all persons or entities that have previously filed a Proof
     of Claim;

   * all creditors and other known holders of claims as of the
     Petition Date;

   * all parties to executory contracts and unexpired leases of
     the Debtors listed on any of the Debtors' Schedule G;

   * all parties to litigation with the Debtors;

   * the Internal Revenue Service for the District of Delaware;
     and

   * the U.S. Attorney's Office for the District of Delaware.

A full-text copy of the proposed Bar Date Notice is available for
free at http://bankrupt.com/misc/aleris_BarDateNotice_prpsd.pdf

The Debtors, however, subsequently filed a revised proposed proof
of claim form, a full-text copy of which is available for free at
http://bankrupt.com/misc/aleris_prpsdProofOfClaim_rvsd.pdf

The Court will convene a hearing on the motion on May 21, 2009, at
11:00 a.m. (Eastern Time), to consider approval of the request.
Objections must be filed no later than May 14.

                     About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.

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


ALERIS INT'L: Sec. 341 Creditors Meeting Adjourned Sine Die
-----------------------------------------------------------
Richard L. Schepacarter, Esq., trial attorney of the U.S.
Department of Justice, filed a minute sheet of the Section 341
meeting of creditors in the Chapter 11 cases of Aleris
International Inc. and its affiliates, held March 27, 2009.

During that meeting, the parties agreed to continue the Section
341 Meeting to an indefinite date.

Present at the meeting were Debra A. Dandeneau, Esq., at Weil,
Gotshal & Manges LLP, lead counsel to the Debtors, and Mark
Eckard, Esq., at Reed, Smith LLP, counsel to the Official
Committee of Unsecured Creditors.

The Debtors have sought an extension of their deadline to file
their schedules of assets and liabilities and statements of
financial affairs.

The Section 341 meeting offers the creditors a one-time
opportunity to examine the Debtor's representative under oath.

                     About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.

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


ALERIS INT'L: Seeks Plan Extension, Waits for Markets to Stabilize
------------------------------------------------------------------
Aleris International, Inc., and its debtor-affiliates ask Judge
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which they may
exclusively file a Chapter 11 plan of reorganization to
December 9, 2009, and the period within which they have the
exclusive right to solicit acceptances for that plan to
February 7, 2010.

The Debtors currently have until June 12, 2009, to file their
plan, and until August 11 to solicit acceptances to that plan.

Section 1121 of the Bankruptcy Code initially allows a debtor 120
days after the Petition Date to propose and file a Chapter 11 plan
exclusively, and 180 days after the Petition Date to obtain
acceptances of that plan.  Moreover, Section 1121 authorizes the
Court to extend a debtor's exclusive periods for cause shown.

In just a few weeks of these Chapter 11 cases, the Court has
entered at least 13 orders granting relief to help the Debtors
stabilize their operations while in Chapter 11, relates Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York.  The
Court has also approved the Debtors' DIP financing on a final
basis.  Moreover, the Debtors and their professionals have
addressed excess production capacity, maintain and renegotiate
vendor, supplier, labor and customer relationships, and rejected
burdensome leases and agreements.

In April 2009, the Debtors have developed and delivered to the DIP
Lenders and the Official Committee of Unsecured Creditors an 18-
month forecast that presents a near-term outlook of the company's
performance.  The Debtors have also developed a comprehensive cash
flow modeling system that provides a short-term look at the
company's liquidity.  According to Mr. Karotkin, the company is
currently exceeding its cash flow projections with the DIP
financing fully in place.

The Debtors and their advisers also have met with the legal and
financial advisers of the Official Committee of Unsecured
Creditors, and have provided the Committee significant information
about the Company, as the Committee must review the company and
its operations.

Although the Debtors have made progress, they still have
significant remaining work to do, Mr. Karotkin points out.  He
says the Debtors intend to implement operational initiatives and
see some more stability in their key markets -- the automotive,
building and construction and aircraft markets -- before they can
develop a business plan that forms the basis of a plan of
reorganization.  With more stability in the marketplace and
postpetition performance metrics, the Debtors hope to develop a
business plan that focuses on longer-term viability that is not
skewed by the shorter-term economic crisis affecting the company
and its many key customers, he notes.

Mr. Karotkin further discloses that the Debtors have consulted and
coordinated with the Committee and representatives of their other
creditor constituencies, on every major issue in their cases.  The
Committee and the backstop lenders for the Debtors' DIP financing,
Apollo ALS Holding LP and Oaktree Capital Management, L.P., fully
support the extension request, he says.

Mr. Karotkin assures that Court that the Debtors are working in
good faith towards the filing of a Chapter 11 plan.  But they need
more time to complete that process, thus the request for a 180-day
extension of the Debtors' exclusive period, he explains.

The Court will convene a hearing to consider approval of the
motion on May 21, 2009.  Objections must be filed no later than
May 14.  The Debtors initially filed incorrect documents related
to the motion but shortly withdrew that motion.

                     About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.

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


ALFREDO RODRIGUEZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Alfredo Rodriguez Sanchez
               Vilma Luz Diaz Deynes
               403 Dorado Beach East
               Dorado, PR 00646

Bankruptcy Case No.: 09-03681

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Francisco R. Moya Huff, Esq.
                  BCO Popular Bldg
                  Ste 401
                  Tetuan 206
                  San Juan, PR 00901-1802
                  Tel: (787) 723-0714
                       (787) 724-2447
                  Fax: (787) 725-3685
                  Email: moyahuff55@prtc.net

Total Assets: $1,974,026

Total Debts: $1,451,995

According to its schedules of assets and liabilities, $1,243,380
of the debt is owing to secured creditors, $171,904 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

      http://bankrupt.com/misc/prb09-03681.pdf

The petition was signed by the Joint Debtors.


ALOHA AIRLINES: To Pay $5.5-Mil. in Damages for Pension Plans
-------------------------------------------------------------
Bloomberg's Bill Rochelle said that Aloha Airlines Inc. was
authorized by the U.S. Bankruptcy Court for the District of Hawaii
(Honolulu) to pay $5.5 million in damages for failing to safeguard
employee pension plans by investing in its own stock.  Aloha is
now being liquidated by a Chapter 7 trustee.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates flew
passengers and freight to Hawaii's five major airports, as well as
to half a dozen destinations in the western U.S.  They operated a
fleet of about 20 aircraft, all Boeing 737s, including three
configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The Company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMERICAN COMMUNITY: Wants More Time to File Schedules & Statements
------------------------------------------------------------------
American Community Newspapers LLC and its debtor-affiliates ask
the U.S. States Bankruptcy Court for the District of Delaware
to extend the deadline to file their schedules of assets and
liabilities, and statements of financial affairs by an additional
30 days.

The Debtors tell the Court that they could not file the schedules
and statements before the initial deadline.  The extension of time
will give them sufficient time to complete the requirements, the
Debtors note.

A hearing is set for May 27, 2009, at 11:30 a.m., to consider the
Debtors' request.  Objections, if any, are due May 20, 2009, at
4:00 p.m.

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

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


AMERICAN ENERGY: Moore & Associates Raises Going Concern Doubt
--------------------------------------------------------------
Moore & Associates, Chartered, in Las Vegas, Nevada, raised
substantial doubt about the ability of American Energy Production,
Inc., to continue as a going concern.  In its audit report dated
May 5, 2009, Moore & Associates said the Company had a net loss of
$2,148,551 and $2,283,978 for the years ended December 31, 2008,
and 2007, respectively.  Additionally, at December 31, 2008, the
Company has minimal cash, a negative working capital balance of
$6,693,177, and a stockholders' deficit of $3,055,149.

American Energy Production had $4,236,266 in total assets and
$7,291,415 in total liabilities as of December 31, 2008.

"Our ability to have a successful oil and gas company is heavily
dependent on securing additional capital to supplement the
anticipated timeframe required for the oil and gas revenues and
cash flows to be sufficient to cover our operating expenses.  As a
result, we are searching for an alternative means of securing
additional capital, which may include the sale of additional
shares of our common stock or the issuance of additional debt
securities.  Additionally, we require additional funds for working
capital and for growth opportunities," American Energy Production
said.

According to American Energy Production, there is no assurance
that additional equity or debt financing will be available on
terms acceptable to management or that the additional financing
will be available when the Company requires the funds.

"If we are unable to obtain additional capital or successfully
implement our business strategy, this will have a significant
impact on our ability to continue as a going concern."

A full-text copy of American Energy's Annual Report on Form 10-K
is available at no charge at http://ResearchArchives.com/t/s?3c8b

Based in Mineral Wells, Texas, American Energy Production, Inc. --
http://www.americanenergyproduction.com/-- is a publicly traded
oil and gas company that is engaged primarily in the acquiring,
developing, producing, exploring and selling of oil and natural
gas.  The Company traditionally has acquired oil and gas companies
that have the potential for increased oil and natural gas
production utilizing new technologies, well workovers and fracture
stimulation systems.  Additionally, the Company has expanded its
scope of business to include the drilling of new wells with its
own equipment through its wholly-owned subsidiary companies.


AMERICAN INT'L: Posts $4.35 Billion First Quarter Net Loss
----------------------------------------------------------
American International Group, Inc., reported a net loss for the
first quarter of 2009 of $4.35 billion or $1.98 per diluted share,
compared to a net loss of $7.81 billion or $3.09 per diluted share
in the first quarter of 2008.  First quarter 2009 adjusted net
loss, excluding net realized capital gains (losses) and FAS 133
gains (losses) net of tax, was $1.60 billion, compared to an
adjusted net loss of $3.56 billion in the first quarter of 2008.

                           FIRST QUARTER
                (in millions, except per share data)
                                           Per Diluted Share (a)
                                       -----------------------------
                     2009      2008          2009          2008
----------------   ------    ------       --------       -------
Net loss
attributable to
AIG               $(4,353)  $(7,805)   $     (1.98)     $  (3.09)
Net realized
capital gains
(losses),
  net of tax (b)    (2,631)   (3,963)         (0.97)        (1.57)
FAS 133 gains
(losses),
excluding net
realized
  capital gains
   (losses), net
   of tax (c)         (118)     (281)         (0.04)        (0.11)
                    ------    ------       --------       -------
Adjusted net loss  $(1,604)  $(3,561)   $     (0.97)     $  (1.41)
                    ======    ======       ========       =======
Weighted average
shares
outstanding (d)                              2,705         2,528
----------------   ------    ------       --------       -------

Significant items included in adjusted net loss:

(in millions, after tax)                              1Q09       1Q08
                                                    --------  ----------
Significant Items, affecting adjusted net loss
-------------------------------------------------
Fed credit line interest and amortization           $  (994)        -
                                                     ------    ------
Restructuring-related costs (primarily AIGFP wind
down and other)                                    $(1,205)        -
                                                     ------    ------
Market disruption-related:
   AIGFP credit valuation adjustment                $ 1,093   $   (24)
   AIGFP unrealized market valuation losses            (294)   (5,920)
   Partnership and mutual fund losses                  (722)        4
   Losses related to retained interests in Maiden
    Lane II and Maiden Lane III                      (1,431)        -
   Other, net                                          (284)      (40)
                                                     ------    ------
Total market disruption-related activities          $(1,638)  $(5,980)
                                                     ------    ------
Tax benefits not obtained for losses incurred
during the quarter
  and other discrete period tax items               $  (382)  $  (703)
                                                     ------    ------
(a)  The per diluted share calculation in the first quarter of
2009
     reflects a $1.0 billion reduction for dividends on Series D
     Preferred Stock accumulated but not declared or paid.

(b)  Represents primarily other-than-temporary impairment charges.

(c)  Represents the effect of hedging activities that did not
qualify for
     hedge accounting treatment under FAS 133, including the
related
     foreign exchange gains and losses.

(d)  As a result of the losses reported in the first quarter of
2009 and
     2008, basic shares outstanding were used for both periods.

AIG's first quarter 2009 net loss resulted primarily from a number
of restructuring and market disruption-related charges and
accounting charges related to taxes.

Interest and amortization charges related to the FRBNY Facility
were $1.5 billion pre-tax ($1.0 billion after tax).

AIG reported a $1.9 billion pre-tax ($1.2 billion after tax)
charge for restructuring costs, primarily related to the wind down
of AIG Financial Products Corp., AIG Trading Group, Inc. and their
subsidiaries (collectively, AIGFP) and other.

AIG reported market disruption-related losses of $2.5 billion pre-
tax ($1.6 billion after tax).  Included in market disruption-
related items were partnership and mutual fund losses of
$1.1 billion pre-tax ($0.7 billion after tax) and a total of
$2.2 billion pre-tax ($1.4 billion after tax) of fair value losses
on the retained interests in Maiden Lane II and Maiden Lane III.
AIGFP reported a $0.5 billion pre-tax loss ($0.3 billion after
tax) in unrealized market valuation losses on the super senior
credit default swap portfolio and a $1.7 billion pre-tax gain
($1.1 billion after tax) related to AIGFP's credit valuation
adjustment.

In addition, AIG recorded tax expense of $1.1 billion for tax
benefits not obtained related to losses incurred during the
quarter and other discrete period tax items, of which $0.4 billion
affected the adjusted net loss.

At March 31, 2009, total equity was $53.2 billion, which included
$7.4 billion of equity attributable to noncontrolling interests
under FAS 160. Consolidated assets at March 31, 2009 were
$819.8 billion.

Commenting on first quarter 2009 results, AIG Chairman and Chief
Executive Officer Edward M. Liddy said, "AIG's first quarter 2009
results reflect our efforts, with the ongoing support of the
Federal Reserve and the U.S. Treasury, to execute on our plans
which were designed to maximize the value of our core businesses
and repay U.S. taxpayers.  In addition, we are making progress on
winding down AIGFP.  As of March 31, 2009 its portfolio had a
notional value of approximately $1.5 trillion, down from
approximately $2.7 trillion at December 31, 2007.

Mr. Liddy stated, "Importantly, we are moving forward with our
efforts to position our strong insurance companies as discrete
businesses, for the benefit of all stakeholders, including
policyholders, employees, and distribution partners.

"In addition, since year end, we have closed a number of
transactions and reached several asset sales agreements, despite a
very challenging market environment.  On April 16, we announced
the sale of our U.S. personal auto business, representing our
largest asset transaction to date.  Several other transactions are
under discussion, and we continue to evaluate how best to assure
the continued strength and success of all of AIG's businesses,"
Mr. Liddy said.

Restructuring Update

Since the announcements of March 2, 2009, AIG has taken the
following actions to improve its capital structure, execute on an
orderly asset divestiture plan, protect and enhance the value of
its key businesses, and position these franchises for the future
as more independently run, transparent companies:

Execution on Improvements to AIG's Capital Structure Previously
Announced:

   -- The U.S. Department of the Treasury (U.S. Treasury)
       exchanged its shares of AIG's Series D Fixed Rate
Cumulative
       Perpetual Preferred Stock for shares of AIG's Series E
       Fixed Rate Non-Cumulative Perpetual Preferred Stock, on
       April 17, 2009.  Dividends on the Series E Preferred Stock
       are payable on a non-cumulative basis.  Additionally, AIG
       entered into a replacement capital covenant that requires
       AIG to replace the Series E Preferred Stock with qualifying
       equity replacement capital securities if the company repays
       or redeems the Series E Preferred Stock.

   -- The U.S. Treasury provided AIG with a new five-year equity
       capital facility, which provides access to up to
       $29.835 billion of available funds to AIG under the terms
of
       the purchase agreement for shares of Series F Fixed Rate
       Non-Cumulative Perpetual Preferred Stock.  In connection
       with the establishment of this facility, AIG issued to U.S.
      Treasury a warrant to purchase 3,000 shares of AIG's common
       stock.

   -- The Federal Reserve Bank of New York (FRBNY) Credit
      Agreement was amended to remove the minimum 3.5%
      LIBOR floor as of April 17, 2009.

AIG Financial Products Corp unwind:

   -- Since December 31, 2007, the notional amount on AIGFP's
      derivative portfolio has been reduced by more than 40% from
      approximately $2.7 trillion at December 31, 2007 to
      approximately $1.5 trillion at March 31, 2009.

   -- AIGFP reduced the number of trade positions in its portfolio
      to approximately 28,000 at March 31, 2009, down 20% from
      approximately 35,000 as of December 31, 2008.

Completed Asset Sales:

   -- AIG PhilAm Savings Bank, PhilAm Auto Financing and Leasing,
      and PFL Holdings to EastWest Banking Corporation for
      $43 million, on March 12, 2009.

   -- Hartford Steam Boiler (HSB) to the Munich Re Group for
      $739 million, plus the assumption of $76 million of
      outstanding HSB capital securities on March 31, 2009.

   -- AIG Life Insurance Company of Canada to BMO Financial Group
      for $263 million, on April 1, 2009.

   -- AIG Retail Bank Public Company Limited and its credit card
      operation, AIG Card (Thailand) Company Limited, in Thailand
      to Bank of Ayudhya Public Company Limited for approximately
      $45 million, plus the repayment of intra-group indebtedness
      of approximately $495 million,  on April 8, 2009.

   -- AIG Private Bank Ltd. (AIG Private Bank) to a subsidiary of
      Aabar Investments PJSC (Aabar), a global investment company
      based in Abu Dhabi for approximately $253 million for the
      entire share capital of AIG Private Bank.  Aabar also
      purchased and assumed approximately $55 million of intra-
      company loans outstanding to AIG Private Bank, on April 16,
      2009.

   -- Deutsche Versicherungs-und Ruckversicherungs-
      Aktiengesellschaft (Darag), a German general insurance
      subsidiary of AIG affiliate Wurttembergische und Badische
      Versicherungs-AG (WuBa) in Germany, to Augur for
      approximately $26 million on April 24, 2009.

Asset Sales Agreements:

   -- On April 16, 2009, AIG announced an agreement to sell 21st
      Century Insurance Group, to the Farmers Group, Inc. (FGI), a
      subsidiary of Zurich Financial Services. Under the terms of
      the transaction, FGI will pay AIG $1.9 billion, consisting
      of $1.5 billion in cash and $400 million in face amount of
      subordinated, euro-denominated capital notes backed by
      Zurich Insurance Company, Zurich's principal operating unit.
      FGI will also assume 21st Century's outstanding debt of
      $100 million.

Maximizing the Value of the Individual Businesses:

   -- On April 21, 2009, AIG announced an acceleration of steps to
      position AIU Holdings as a distinct brand by transferring it
      to a special purpose vehicle (SPV) in preparation for the
      potential sale of a  minority stake in the business, which
      ultimately may include a public  offering of shares,
      depending on market conditions.  AIU Holdings will serve as
      the holding company for AIG's Commercial Insurance, Foreign
      General Insurance, and Private Client Group units.  AIG also
      announced that it intends to purchase the equity interests
      in International Lease Finance Corporation, United Guaranty
      Corporation, and Transatlantic Holdings, Inc., from AIU
      Holdings.

   -- On March 2, 2009, AIG and the FRBNY announced their intent
      to enter into transactions pursuant to which AIG will
      transfer to the FRBNY preferred equity interests in newly-
      formed special purpose vehicles (SPVs).  Each SPV will hold
      (directly or indirectly) 100% of the common stock
      of an AIG operating subsidiary (American International
      Assurance Company Limited, together with American
      International Assurance Company (Bermuda) Limited (AIA) in
      one case and American Life Insurance Company (ALICO) in the
      other).  In exchange for the preferred equity interests
      received by the FRBNY, there would be a concurrent reduction
      in the outstanding balance of the FRBNY Facility  and the
      maximum amount available to be borrowed thereunder, subject
      to the $25 billion minimum.

   -- On March 2, 2009, AIG and the FRBNY announced their intent
      to enter into a transaction pursuant to which AIG will issue
      to the FRBNY senior certificates in one or more newly-formed
      SPVs backed by in-force blocks of life insurance policies in
      settlement of a portion of the outstanding balance of the
      FRBNY Facility.  The amount of the FRBNY Facility reduction
      will be based on the amount of senior certificates issued to
      the FRBNY.

   -- The FRBNY has agreed in principle that, after repayment of
      the FRBNY Facility through the AIA and ALICO debt for equity
      exchanges and the life insurance securitizations, the
      commitment under the FRBNY Facility will be not less than
      $25 billion.

   -- Additionally, AIG continues to examine the feasibility of
      combining its Domestic Life Insurance & Retirement Services
      businesses to enhance market competitiveness.  Progress has
      been made on designing an organizational and operational
      model, identifying capability gaps and evaluating strategic
      and operational synergies.

Overview of Business Results

General Insurance

General Insurance first quarter 2009 operating income before net
realized capital gains (losses) was $446 million, compared to
$1.6 billion in the first quarter of 2008.  The first quarter's
results reflect $483 million in operating losses at United
Guaranty Corporation (UGC) and a decline in net investment income,
primarily due to losses from partnership and mutual fund
investments.

General Insurance net premiums written were $10.0 billion in the
first quarter of 2009, a 17.5% decline compared to the last year's
first quarter.  Commercial Insurance reported net premiums written
during the first quarter of 2009 of $4.2 billion, an 18.3% decline
from the first quarter of 2008.  The decline was driven by the
effect of the economic downturn on construction, real estate and
transportation-related business and Commercial Insurance's
deliberate strategy to remain price disciplined in workers'
compensation, as well as changes in the amount of premiums ceded
to reinsurers.  Aside from the effect of these three items, net
premiums written declined approximately 6 percent.  Net premiums
written were also adversely affected by the negative AIG publicity
and the broader impact of the economy, which is decreasing ratable
exposures on renewal business and limiting new opportunities
across other lines of business.

The retention of existing business was moderately lower than in
the comparable prior year period, with some de-risking among
clients, although retention levels have shown improvement since
the end of the first quarter of 2009.  Overall, rates in
Commercial Insurance were essentially flat in the first quarter of
2009 compared to the first quarter of 2008.  The stabilization of
rates is an improvement from the fourth quarter of 2008 and
reflects the current market conditions.

Foreign General net premiums written in the first quarter of 2009
were $3.6 billion, a 10.3% decline in original currency, or 18.1%
including the effect of foreign exchange.  Excluding the effect of
Unibanco, which was sold in November 2008, Foreign General net
premiums written in the first quarter of 2009 declined by 4.5% for
continuing operations in original currency, or a 12.8% decline
including the negative impact of foreign exchange.

In Foreign General's commercial business, renewal retention was
solid while rates showed continued improvement, offset by
reductions in insured's values, payrolls, sales and inventories.
There was also expected de-risking among commercial customers to
further diversify their portfolios as well as a slight reduction
in new business production.  In particular, Foreign General's
European operations delivered strong client retention results
during their critical January 1 renewal period.

AIG Private Client Group reported first quarter 2009 net premiums
written of $210 million, a decrease of 2.3% compared to first
quarter of 2008.

At March 31, 2009, General Insurance net loss and loss adjustment
reserves totaled $72.3 billion, a decline of $201 million from
December 31, 2008.  The foreign exchange effect for the first
quarter of 2009 was a reduction of reserves of $290 million.
Reserves were also reduced by $287 million due to dispositions.
For the first quarter of 2009, net adverse loss development from
prior accident years, excluding accretion of loss reserve
discount, was $64 million.  The overall adverse development
consisted of approximately $131 million of favorable development
from accident years 2003 through 2008, offset by approximately
$195 million of adverse development from earlier accident years.

Life Insurance & Retirement Services

Life Insurance & Retirement Services first quarter 2009 operating
income before net realized capital gains (losses) was $1.2 billion
reflecting a continued difficult operating environment.  The first
quarter results included deferred acquisition cost (DAC) unlocking
and related reserve strengthening charges of $558 million in
Domestic Retirement Services.  Additionally, results were affected
by lower assets under management in the retirement services
businesses both in the U.S. and overseas.  Net investment income
was affected by losses on partnership investments, lower yield
enhancements and overall lower investment margins from balance
sheet de-risking activities and higher short-term liquidity, as
well as $235 million of fair value losses on the retained economic
interest in Maiden Lane II held primarily by Domestic Life
Insurance & Retirement Services.  These decreases were partially
offset by higher DAC benefits related to net realized capital
losses.

Premiums and other considerations declined 10.5%, to $8.3 billion
in the first quarter of 2009.  Premiums, deposits and other
considerations amounted to $14.5 billion, a decline of 43.3%
compared to the first quarter of 2008.  Sales of investment-
oriented life and retirement services products remained challenged
due to the general decline in global equity markets during most of
the first quarter and negative AIG publicity.

In AIG's Foreign Life & Retirement Services operations, sales
activity has stabilized in most regions, though sales and
surrender activity in foreign investment-oriented life and
retirement products, especially in Japan and Korea, remain
affected due to equity market performance.  Domestic Retirement
Services new business has slowed principally due to several
distribution partners and plan sponsors suspending or de-
emphasizing sales of AIG products pending clarification of the
future ownership of these businesses.  Similarly, the sales
outlook in Domestic Life Insurance continues to remain challenging
due to the current economic environment, current ratings and the
negative press surrounding AIG.

Financial Services

Financial Services reported a $1.1 billion operating loss before
net realized capital gains (losses) and the effect of FAS 133 in
the first quarter of 2009, compared to an $8.5 billion operating
loss in the first quarter of 2008.

AIGFP, which is in the process of winding down its businesses and
portfolios, reported a $1.1 billion operating loss in the first
quarter of 2009 compared to $8.9 billion in the first quarter of
2008.  The first quarter 2009 operating loss included a
$452 million in unrealized market valuation losses on its super
senior credit default swap portfolio, $933 million of interest
charges on intercompany borrowings with AIG that are eliminated in
consolidation, and the effect on operating results related to the
continued unwinding of the AIGFP business.  These items were
partially offset by a $1.7 billion favorable credit valuation
adjustment.

International Lease Finance Corporation (ILFC) reported a 16.2%
increase in operating income to $316 million, compared to
$272 million in the first quarter of 2008, driven primarily by a
larger aircraft fleet and lower composite borrowing rates compared
to the first quarter of 2008.

American General Finance, Inc. (AGF) reported a first quarter 2009
operating loss of $203 million compared to operating income of
$11 million in the first quarter of 2008, primarily due to a
$186 million increase in the provision for finance receivable
losses in response to higher levels of delinquencies and net
charge offs.  In addition, AGF reported declines in finance
charges and other revenues, partially offset by improvements in
operating and interest expense.

Asset Management

Asset Management reported a first quarter 2009 operating loss
before net realized capital gains (losses) of $481 million,
compared to a $154 million operating profit in the first quarter
of 2008.  The quarter's results reflect significant valuation
adjustments of certain real estate investments, lower partnership
income and lower net carried interest revenues in private equity
and real estate.

Other Operations

The first quarter 2009 operating loss from Other Operations,
before net realized capital gains (losses) and consolidation and
elimination adjustments, was $3.1 billion compared to a
$503 million loss in the first quarter of 2008.  These results
include $1.5 billion of interest expense and amortization related
to borrowings under the FRBNY Facility and $1.9 billion of fair
value losses on the retained equity interest in Maiden Lane III.

Additional supplementary financial data and an update on AIG's
restructuring efforts are available in the Investor Information
section of www.aigcorporate.com.

                  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.


AMERICAN INT'L: AIG-FP Concludes Commodity Index Business Sale
--------------------------------------------------------------
AIG Financial Products Corp. (AIG-FP), an AIG company, reported
that it has completed the sale of its commodity index business to
the Equities business of UBS Investment Bank, including AIG's
rights to the DJ-AIG Commodity Index.  The purchase price for the
transaction is $15 million, payable upon closing, plus additional
payments of up to $135 million over the following 18 months based
on future earnings of the purchased business.  Approximately 13
AIG-FP employees involved with the commodity index business are
joining UBS Investment Bank in connection with the sale.

"With this sale, AIG has realized value from the sale of a
profitable business unit of AIGFP in connection with the ongoing
unwind of AIG-FP's businesses and portfolios," said Gerry
Pasciucco, AIG-FP Chief Operating Officer.  As previously
disclosed, AIG-FP began the process of unwinding its businesses
and portfolios late last year.

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.


ASAP STORAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Asap Storage, Inc.
        820 Marietta Way
        Sparks, NV 89431

Bankruptcy Case No.: 09-51373

Chapter 11 Petition Date: May 6, 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 Lane 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
20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nvb09-51373.pdf

The petition was signed by Christopher R. Bielser, president of
the Company.


BACHRACH ACQUISITION: Sends 40 Clothing Stores to Chapter 11
------------------------------------------------------------
Bachrach Acquisition LLC filed a Chapter 11 petition on May 6
before the U.S. Bankruptcy Court for the Southern District of New
York (Manhattan), Bloomberg's Bill Rochelle said.

The Company said assets and debt are both less than $50 million.
Wells Fargo Bank NA, owed $6.2 million, was listed as having the
largest secured claim.  It is secured by all assets.

Simon Property Group, owed $1.2 million, was listed as having the
largest unsecured claim.

Bachrach Acquisition LLC is a New York-based operator of 40
men's clothing stores in 13 states.  Bachrach's distribution and
customer service operations remain in Decatur, Illinois, while its
corporate headquarters is located in the heart of the garment
district in New York City.  According to Web site Bachrach.com,
the Bachrach's clothing stores are owned by a group of private
investors headed by Brian Lipman.


BACHRACH ACQUISITION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bachrach Acquisition, LLC
        1430 Broadway, Suite 308
        New York, NY 10018

Bankruptcy Case No.: 09-12918

Type of Business: The Debtor sells men's apparel.

                  See http://www.bachrach.com/

Chapter 11 Petition Date: May 6, 2009

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Clifford A. Katz, Esq.
                  ckatz@platzerlaw.com
                  Evan J. Salan, Esq.
                  esalan@platzerlaw.com
                  Henry G. Swergold, Esq.
                  hswergold@platzerlaw.com
                  Teresa Sadutto-Carley, Esq.
                  tsadutto@platzerlaw.com
                  Platzer, Swergold, Karlan, Levine,
                  Goldberg & Jaslow, LLP
                  1065 Avenue of the Americas, 18th Floor
                  New York, NY 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Simon Property Group                             $1,246,47
225 West Washington Street
Indianapolis, IN 46204

M&H International                                $827,894
1333 Broadway
Suite 1112
New York, NY 10018

Vestige Design Int'l, Inc.                       $782,643
Attn: Alan Lim
209 W. 38th St., Suite 411
New York, NY 1001

General Growth Properties                        $671,674
110 N. Wacker Dr.
Chicago, IL 60606

William Gilbey, Inc.                             $661,257
1410 Broadway
14th Fl.
New York, NY 10018

CIT Group/Commercial Services                    $462,056

Westfield - Hawthorn, L.P.                       $441,103

Taubman                                          $380,099

Race Monsieur, Inc.                              $365,209

Macerich Partnership                             $324,711

Zakaryah Inc                                     $318,147

SG Apparel, Inc.                                 $300,000

Braemore Neckwear Co.                            $272,833

Pyramid Walden Company, L.P.                     $227,206

Quad/Graphics Inc.                               $191,734

Preit                                            $190,577

Gordon Mitchell                                  $188,105

North Park                                       $180,705

CBL/Properties                                   $178,134

Fed Ex Corporation                               $173,225

The petition was signed by Brian Lipman, chief executive officer.


BELLUS HEALTH: Has $55MM Shareholders Deficit, Going Concern Doubt
------------------------------------------------------------------
BELLUS Health, Inc., says its ability to continue as a going
concern is dependent upon raising additional financing through
borrowings, share issuances, receiving funds through collaborative
research contracts, distribution agreements or product licensing
agreements, and ultimately, from obtaining regulatory approval in
various jurisdictions to market and sell its product candidates
and ultimately achieving future profitable operations.

BELLUS Health says the outcome of these matters is dependent on a
number of factors outside of the Company's control.  "These
factors raise significant doubt about the Company's ability to
continue as a going concern," BELLUS Health adds.

BELLUS Health says management continues to actively pursue
additional financing.  No definitive agreements have been reached
yet and there can be no assurance that such agreements will be
reached.

On May 6, 2009, BELLUS Health reported a net loss of US$9,907,000
for the first quarter ended March 31, 2009, compared to
US$13,042,000 for the same period the previous year.  The decrease
in the net loss is mainly due to a reduction in research and
development expenses, before research tax credits and grants,
which amounted to US$3,610,000 for the current quarter, compared
to US$8,780,000 for the same period the previous year.  The
decrease is mainly attributable to a reduction in the research and
development of tramiprosate (ALZHEMED(TM); homotaurine) for the
treatment of Alzheimer's disease following the Company's decision
in November 2007 to terminate the tramiprosate (ALZHEMED(TM))
pharmaceutical drug development program.  The Company is also
developing NC-503 (eprodisate) for the treatment of Type II
diabetes and certain features of metabolic syndrome.

As at March 31, 2009, the Company had US$17,924,000 in total
assets; US$9,800,000 in total current liabilities and
US$63,626,000 in total long-term deferred gain and liabilities,
resulting in US$55,502,000 in shareholders' deficiency.  As at
March 31, the Company had available cash, cash equivalents and
marketable securities of US$3,187,000, compared to US$10,595,000
at December 31, 2008.  The decrease is primarily due to funds used
in operating activities.

The Company has incurred significant operating losses and negative
cash outflows from operations since inception and has an
accumulated deficit of US$381,908,000 as at March 31, 2009.  As at
that date, the Company's committed cash obligations and expected
level of expenses for the upcoming 12 months exceed the committed
sources of funds, including the completed financing after
March 31, 2009, and the Company's cash and cash equivalents on
hand.

On April 16, after the end of the first quarter of 2009, the
Company announced the completion of the first tranche of its
C$20.5 million convertible notes.  BELLUS Health received gross
proceeds of C$10 million for the issuance of new convertible
notes.  A second tranche of C$10.5 million is expected to be
funded by June 2009.

In March 2009, the Company announced a reduction in the workforce
and other related measures which are expected to result in annual
savings of approximately C$3.5 million, and the restructuring of
the lease of the Company's main premises and the 2006 and 2007
convertible notes, which are expected to result in annual cash
savings of approximately an additional US$4.1 million on an annual
basis.

BELLUS Health, in a cost-saving measure, will take steps to remove
its common shares from registration under the U.S. Securities
Exchange Act of 1934, as amended, by filing a Form 15 with U.S.
Securities and Exchange Commission.  Consequently, BELLUS Health
will no longer be required to file reports with the SEC.  BELLUS
Health will continue to be subject to public company reporting
obligations in Canada.  The Company expects the steps to be
completed in the coming days.

In January 2009, the Company delisted its shares from NASDAQ.  The
Company's shares trade on the Toronto Stock Exchange.

On May 5, 2009, Calin Rovinescu tendered his resignation from the
Board of Directors of BELLUS Health and all of its committees,
effective immediately.

"I recognize the significant challenges that Calin has assumed as
President and Chief Executive Officer of Air Canada.  We wish him
every success and thank him for his valuable contribution to our
Board of Directors and its committees," said Dr. Bellini,
Chairman, President and Chief Executive Officer.

Vice President, Finance and Chief Financial Officer Mariano
Rodriguez will depart from the Company, effective May 22, 2009.

Based in Laval, Quebec, BELLUS Health Inc. (TSX: BLU) --
http://www.BellusHealth.com/-- is a global health company focused
on the development and commercialization of products to provide
innovative health solutions to address critical unmet needs.


BERNARD L MADOFF: Irving Picard Subpoenas UBS AG on Accounts
------------------------------------------------------------
Irving Picard, the bankruptcy trustee liquidating Bernard L.
Madoff Investment Securities LLC, has subpoenaed UBS AG, said a
report by David Glovin, David Voreacos, and Christopher Scinta at
Bloomberg News, citing people familiar with the matter.

According to Bloomberg, the source said that Mr. Picard is seeking
information about Madoff accounts at UBS.  Bloomberg, citing the
source, states that Mr. Picard is seeking information about UBS
accounts held by several Madoff feeder funds and banks, including
Banco Santander SA.

Bloomberg quoted UBS spokesperson Karina Byrne as saying, "We have
received a third-party subpoena and we are complying."

A person familiar with the matter said that Plaza Investments
International Ltd. is named in the UBS subpoena, Bloomberg states.
Citing Plaza Investments investor and Swiss money manager Notz,
Stucki & Cie, Bloomberg says that Plaza Investments placed money
with Madoff.

Former federal prosecutor Daniel Richman said that Mr. Picard may
be seeking to identify funds from which he can clawback assets,
Bloomberg relates.  Mr. Picard may consult with Florida
prosecutors in the UBS case as well as New York prosecutors in the
Madoff case, the report states, citing Mr. Richman.

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: Picard Wants to Recoup $558MM From Ezra Merkin
----------------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Irving Picard,
the trustee for Bernard L. Madoff Investment Securities LLC, has
filed a lawsuit against financier and former GMAC Chairman J. Ezra
Merkin, asking for the return of about $558 million that Mr.
Merkin withdrew from the Madoff firm.

WSJ relates that Mr. Merkin ran several investment firms that
channeled client money to the Madoff firm.  Mr. Picard said in
court documents that Mr. Merkin "knew or should have known" that
Mr. Madoff was engaged in fraud.

According to court documents, Mr. Picard said that as a
sophisticated fund manager, Mr. Merkin should have noticed the
several warning signs that could have indicated Mr. Madoff was
engaged in fraud.  The court documents say that Mr. Picard pointed
to a small, storefront accounting firm that was Mr. Madoff's
auditor as one of the clues.

Mr. Picard said in court documents that Mr. Merkin received at
least one financial-industry press report expressing skepticism
about Mr. Madoff's investment operation, and that Mr. Merkin
suffered losses in four out of 144 months for which the trustee
has records, which should have tipped off Mr. Merkin that such
returns weren't possible through legitimate trading.

WSJ notes that Mr. Picard may have trouble collecting much of that
amount, as some of it has already been distributed to Mr. Merkin's
clients.  He may not be able to grab the funds withdrawn if Mr.
Merkin's clients, which ranged from wealthy individuals to
charities and universities, had no knowledge of the Madoff fraud,
WSJ states, citing lawyers familiar with the matter.

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.


BORA BORA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bora Bora, Inc.
          aka Puerto Escondido
          aka Bora Bora
          aka Drop Out
          aka The Method
        PMB 302
        B5 Calle tabonuco
        Suite 216
        Guaynabo, PR 00968-3029

Bankruptcy Case No.: 09-03693

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  254 San Jose Street
                  5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  Email: notices@condelaw.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/prb09-03693.pdf

The petition was signed by Oscar Juelle, president of the Company.


BRUNO'S SUPERMARKETS: Wins Nod to Sell Stores to C&S for $45.8MM
----------------------------------------------------------------
Bruno's Supermarkets LLC received approval from the U.S.
Bankruptcy Court for the Northern District Alabama (Birmingham) to
sell 56 supermarkets to C&S Wholesale Grocers Inc., Bloomberg's
Bill Rochelle said.

C&S won the auction to buy the 56 stores for $45.8 million.
Bruno's said C&S will operate 31 stores and liquidate the other
25, Bill Rochelle reported.  The Birmingham Business Journal said
that part of the almost $46 million that creditors will get from
the sale includes about $10.5 million from CVS Caremark, Target
and Walgreen's, which are buying assets from Bruno's in-store
pharmacies.

Business Journal relates that Southern Family will operate 31
Bruno's and Food World stores and liquidate the remaining 25 with
its bidding partner, Hilco Merchant Resources.

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

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

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

                    About Bruno's Supermarkets

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

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


CAPITAL CORP: Receives Default Notice on Bank Takeover
------------------------------------------------------
Capital Corp. of the West, the holding company for County Bank of
Merced, California, received a notice of default with respect to
$25.8 million in floating rate junior subordinated debentures due
2037.

Capital Corp of the West said in a regulatory filing it is
obligated under an indenture dated as of October 31, 2007, for
floating rate junior subordinated deferrable interest debentures
due 2037.  Wilmington Trust Company is the trustee under the
indenture.  The amount of these subordinated debt securities is
$25,774,000 plus interest accrued since the Company elected in
July 2008 to defer quarterly interest payments due for the second
quarter and thereafter.

On April 29, 2009, the Company received from Wilmington Trust
Company as trustee under the indenture a purported notice of
default dated April 21, 2009, asserting that the closing of the
Company's subsidiary County Bank violated the provision of the
indenture that requires the Company to have an operating
subsidiary that is an insured depository institution.  Under the
indenture, the Company generally has 60 days after notice to
remedy an alleged default before it can become an "event of
default".  The Company has no plans to contest the closing of
County Bank.

Wilmington Trust's notice, according to the filing with the
Securities and Exchange Commission, also asserts that the seizure
of the Bank violates the provision that makes it an event of
default for a substantial portion of the Company's property to
become subject to a court-ordered receivership if the receivership
remains in effect for 90 days.  The 90th day of County Bank's
receivership is May 6, 2009.  However, the receivership is not the
result of a "decree or order" of a "court of competent
jurisdiction."

The Company said that upon the occurrence of an event of default,
the entire principal, premium and any accrued unpaid interest may
be declared immediately due and payable without further action by
either the trustee or the holders of the related trust preferred
securities.

The Company has three other series of indentures and related trust
preferred securities.  The trustees under the three other
indentures have sent similar notices.

As reported by the TCR, County Bank, based in Merced, California,
was closed February 6, 2009, by the California Department of
Financial Institutions, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Westamerica Bank, based in San Rafael, California, to assume all
of the deposits of County Bank.  As of February 2, 2009, County
Bank had total assets of approximately $1.7 billion and total
deposits of $1.3 billion.  In addition to assuming all of the
failed bank's deposits, including those from brokers, Westamerica
Bank agreed to purchase all of County Bank's assets.

A total of 32 banks have been closed as of May 1 this year.  Only
25 banks were shut by regulators in 2008.


CARITAS HEALTHCARE: Saint Vincents Discloses Pursuit of Claims
--------------------------------------------------------------
Saint Vincent Catholic Medical Centers said it is prosecuting its
interests in the bankruptcy cases of Caritas Health Care, Inc.

Effective January 1, 2007, Caritas Health Care, formerly known as
Caritas Health Care Planning, Inc., acquired Mary Immaculate
Hospital, Queens, St. John's Queens Hospital, and certain related
assets from Saint Vincent Catholic Medical Centers and certain of
its affiliates pursuant to an Asset Purchase Agreement dated as of
May 9, 2006.  The U.S. Bankruptcy Court for the Southern District
of New York, which oversees SVCMC's bankruptcy cases entered
orders on May 17 and June 28, 2006, approving the deal.  In
consideration for the Queens Assets, Caritas delivered to SVCMC
two secured promissory notes, each in the principal amount of
$5,000,000, secured by, among other things, the Queens Assets.

On February 28, Mary Immaculate Hospital and St. John's Queens
Hospital closed.  According to Carolina Leid at WABC, Mary
Immaculate and St. John's stopped accepting patients.

Additionally, the Debtors informed the Court that, as of April 15,
2009, more than 3,300 proofs of claim have been filed in their
cases, of which the Debtors have undertaken, and are undertaking,
a comprehensive review and reconciliation.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, reported that the Debtors have filed 19 omnibus
objections to approximately 1,500 proofs of claim, certain of
which they have sought to disallow and expunge, reduce, and
reclassify.  The Debtors have filed objections to certain claims
on an individual basis, and have resolved a number of claims by
stipulations or settlements, which previously have been approved
by the Court.

Pursuant to the Plan, the Debtors are authorized to resolve
disputed claims without further Court order.  The Plan provides
for the liquidation of medical malpractice claims as to their
amounts in accordance with non-bankruptcy law, which, in certain
instances, may require approval of a state court, Mr. Troop noted.

Mr. Troop disclosed that as of April 15, 2009, four claims have
been allowed, totaling $29,500.

Mr. Troop disclosed that the Debtors have not made any
distributions to unsecured creditors since the Seventh Status
Report was filed.

                  About Caritas Health Care Inc.

Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for Chapter
11 on February 6, 2009 (Bankr. E.D. N.Y., Lead Case No. 09-40901).
Adam T. Berkowitz, Esq., at Proskauer Rose LLP, has been tapped as
counsel.  JL Consulting LLC is the Debtors' restructuring
advisors.  Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City.  The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Debtors filed their Chapter 11 plan of
reorganization and a disclosure statement explaining that Plan on
February 9, 2007.  On June 1, 2007, the Debtors filed an Amended
Plan & Disclosure Statement.

(Saint Vincent Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CDX GAS: Files Disclosure Statement and Reorganizational Plan
-------------------------------------------------------------
CDX Gas LLC and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of Texas a disclosure
statement explaining its Chapter 11 plan of reorganization.

The Plan, among other things, does not provide for any
distribution to holders of general unsecured claims.

The Court has not set a date to consider approval of the adequacy
of the information in the Disclosure Statement.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3c8f

A full-text copy of the proposed Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?3c90

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead
Case No. 08-37922).  Harry Perrin, Esq., D. Bobbitt Noel, Esq.,
John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson
Elkins LLP, represent the Debtors in their restructuring efforts.
In its schedules, CDX listed total assets of $996,308,606 and
total debts of $831,259,526.

                             *   *   *

The Debtors' exclusive period to file a plan will expire on
July 30, 2009, and its solicitation period will end on
September 28, 2009.


CHARTER COMMUNICATIONS: Discloses Interest in SFC Transmissions
---------------------------------------------------------------
Gregory L. Doody, chief restructuring officer and senior counsel
to Charter Communications, Inc., discloses in a report filed with
the U.S. Bankruptcy Court for the Southern District of New York,
that Debtors Falcon Cable Systems Company II and Charter
Communications Properties, LLC disclose that they hold substantial
or controlling interest in SFC Transmissions.

A copy of the report containing SFC's statement of operations for
the year ended, and balance sheet as of, December 31, 2008, can be
accessed at no charge at:

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

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).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

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

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


CHARTER COMMUNICATIONS: P. Allen, et al., Disclose Equity Stake
---------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission dated April 30, 2009, several parties disclosed that
they disposed of certain shares of their Class A Common Stock
issued by Charter Communications Inc.

  Reporting                Securities     Remaining Securities
  Person                    Disposed       Beneficially Owned
  ---------                 --------       ------------------
  Paul G. Allen              64,356            28,467,421
  Lance Conn                 64,356               114,799
  Robert P. May              64,356               223,851
  Larry W. Wangberg          64,356               131,264
  John H. Tory               64,356               132,564
  David C. Merritt           64,356               128,264
  Jo Allen Patton            64,356               129,540

As of March 31, 2009, Charter had 392,705,927 shares of Class A
common stock outstanding and 50,000 shares of Class B common stock
outstanding.

On April 30, 2009, Charter Communications, Inc., filed its Annual
Report on Form 10-K/A with the Securities and Exchange Commission,
which reveals information and compensation of Charter's directors
and executive officers.  Charter also discloses that as of March
31, 2009, it had 392,705,927 shares of Class A common stock
outstanding and 50,000 shares of Class B common stock outstanding.

Charter's directors and officers are:

   Name                  Position
   ----                  --------
   Paul G. Allen         Chairman of the board of directors

   W. Lance Conn         Director

   Rajive Johri          Director

   Robert P. May         Director

   David C. Merritt      Director

   Jo Allen Patton       Director

   Neil Smit             Director, President and Chief Executive
                         Officer

   John H. Tory          Director

   Larry W. Wangberg     Director

   Michael J. Lovett     Executive Vice President and
                         Chief Operating Officer

   Eloise E. Schmitz     Executive Vice President and Chief
                         Financial Officer

   Grier C. Raclin       Executive Vice President, General
                         Counsel and Corporate Secretary

   Marwan Fawaz          Executive Vice President and Chief
                         Technology Officer

   Ted W. Schremp        Executive Vice President and Chief
                         Marketing Officer

   Gregory L. Doody      Chief Restructuring Officer and Senior
                         Counsel

   Joshua L. Jamison     President, East Operations

   Steven E. Apodaca     President, West Operations

   Kevin D. Howard       Vice President, Controller and Chief
                         Accounting Officer

The filing also discusses the compensation of the directors and
officers, as well as their incentive and bonus programs and
awards.  A summary of the compensation to the executive officers
rendered for the fiscal years ended December 31, 2008, 2007 and
2006 reveals:

                                            Total
   Officer's Name           Year        Compensation
   --------------           ----        ------------
   Neil Smit                2008         $15,384,838
                            2007           6,227,866
                            2006           5,911,425

   Eloise E. Schmitz        2008           2,066,388
                            2007           1,180,353
                            2006             709,503

   Jeffrey T. Fisher        2008           2,042,910
                            2007           1,837,127
                            2006           1,370,793

   Michael J. Lovett        2008           7,204,836
                            2007           4,336,289
                            2006           2,022,674

   Grier C. Raclin          2008           2,408,690
                            2007           1,528,596
                            2006           1,104,537

   Marwan Fawaz             2008           2,777,679
                            2007           1,275,881
                            2006             695,309

The complete Form 10-K/A is available at the SEC's Web site at:

              http://researcharchives.com/t/s?3c7a

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).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

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

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


CHARTER COMMUNICATIONS: Plan Confirmation Hearing on July 20
------------------------------------------------------------
Charter Communications, Inc. and its subsidiaries said May 5,
2009, that the United States Bankruptcy Court for the Southern
District of New York approved the Disclosure Statement filed in
connection with their proposed pre-arranged Joint Plan of
Reorganization and authorized the Company 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'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, Charter's 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."

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.

The Court scheduled the hearing to consider confirmation of the
Pre-Arranged Plan for July 20, 2009.

The Court's order approving the Disclosure Statement was not yet
available as of press time.  Reports note that although the date
has been set for the Plan Confirmation Hearing, lender objections
remain.

       Charter Files Amended Plan & Disclosure Statement

Prior to Charter's announcement of the Court's approval of its
Disclosure Statement, the company delivered to the Court on May 1,
2009, a First Amended Joint Plan of Reorganization and
accompanying Disclosure Statement.

The Plan and Disclosure Statement were modified to add, among
other things, provisions relating to or in response to the many
objections of the Debtors' original plan of reorganization and
disclosure statement.  The Objecting Parties include Law Debenture
Trust Company of New York, the United States Trustee, JPMorgan
Chase Bank, N.A., an unofficial committee of unaffiliated lenders
known as the First Lien Lender Group, Wells Fargo Bank, N.A.,
Philip Powers, et al., Rembrandt Technologies, L.P., and Rembrandt
Technologies, LLC.

The Debtors noted that by including certain languages to the
Disclosure Statement, they were able to resolve consensually most
of the original Disclosure Statement's objections.  They added
that those that could not be resolved are premature confirmation
objections or otherwise should not prevent approval of the
Disclosure Statement.

A copy of the table showing the Debtors' specific responses and
resolutions to each of the Objecting Parties' issues can be
obtained for free at:

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

The Official Committee of Unsecured Creditors also objected to the
approval of the Original Disclosure Statement saying it fails to
provide adequate information necessary for certain creditor
classes to assess the merits of the Original Plan and the rights
offering referenced in that Plan.  The Creditors Committee
insisted that greater disclosure should be given concerning the
proposed Rights Offering and the "CII Settlement," among others.

A whole subsection under the title "Summary of Legal Proceedings"
is added to the Amended Plan to present the "Challenges to the
Plan."  Among others, the Debtors discuss the objections filed by
First Lien Lenders and JPMorgan Chase Bank, N.A., and the Debtors
response to the objections.

The Debtors also modified the Releases in the Amended Plan to
explain certain provisions.  The Debtors assert that the Third
Party Release will not impair the rights to which an Allowed
Unimpaired Claim entitles the Holder of that Allowed Unimpaired
Claim.  They point out that Third Party Release is justified as an
integral part of the Debtors' overall restructuring efforts.

Specifically, the Debtor Releasees and non-Debtor Releasees have
all made substantial contributions to the Debtors' bankruptcy
estates indeed, without those contributions the Debtors could not
have proposed a confirmable Plan, the Debtors say.  Releasees
include Mr. Allen and the Debtors' officers and advisors.

                      Claims and Interests

The Amended Disclosure Statement provides that holders of Claims
or Interests in these classes may vote for or against the Amended
Plan:

                                                       Estimated
Class        Description                           Allowed Amt.
-----        -----------                           ------------
Class A-3    General Unsecured Claims against        $1,019,317
              Charter Communications, Inc.

Class A-4    CCI Notes Claims                       497,489,463

Class B-3    General Unsecured Claims against         5,900,000
              Charter Investment, Inc.

Class B-4    CII Shareholder Claims                          --

Class C-3    General Unsecured Claims against                --
              Charter Communications Holdings
              Company LLC, Enstar Communications
              Corporation & Charter Gateway LLC

Class C-4    Holdco Notes Claims                    497,489,463

Class D-3    General Unsecured Claims against                --
              CCHC LLC

Class E-3    General Unsecured Claims against                --
              Charter Communications Holdings,
              LLC and Charter Communications
              Holdings Capital Corp.

Class E-4    CCH Notes Claims                       599,379,759

Class F-3    General Unsecured Claims against                --
              CCH I Holdings, LLC and CCH I
              Holdings Capital Corp.

Class F-4    CIH Notes Claims                     2,625,060,226

Class G-3    General Unsecured Claims against                --
              CCH I and CCH I Capital Corp.

Class G-4    CCH I Notes Claims                   4,170,040,378

Class H-3    General Unsecured Claims against                --
              CCH II and CCH II Capital Corp.

Class H-4    CCH II Notes Claims                  2,575,678,701

Class I-5    General Unsecured Claims against                --
              CCO Holdings LLC and CCO
              Holdings Capital Corp.

Class J-2    CCO Swap Agreements Claims             497,417,000

Class J-6    General Unsecured Claims against        42,207,023
              CCO and its direct and indirect
              subsidiaries

Each holder of CCH I Notes Claims that affirmatively represents it
is not an Eligible CCH I Notes Claim Holder on a timely submitted
investor certification will receive an amount of New Class A Stock
equal to the value of the Rights that the Holder would have been
offered if it were an accredited investor or qualified
institutional buyer participating in the Rights Offering, which
amount will be determined following receipt of the investor
certification described in the Rights Offering Documents.  The
value of a Right will be determined by CCI in good faith and in
consultation with its financial advisor.

The Disclosure Statement discloses that Charter Communications
Holding Company, LLC, is the direct 100% parent of CCHC.  As of
February 28, 2009, the common membership units of Holdco are owned
approximately 54% by CCI and 46% by CII.

The estimated recovery of Class A-4 CCI Notes Claims under the
Amended Plan is 19.4%.  Recoveries for holders of Claims against
CCI are in part on account of intercompany claims against CCO and
include liabilities payable to third parties, cash and
intercompany loans and airplane capital lease obligations.

                         Rights Offering

The Debtors intend to raise funds through the issuance of Rights
by the Reorganized Company that may be exercised for New Class A
Stock through the Rights Offering.  Under the Rights Offering, the
Reorganized Company will offer to existing holders of CCH I Notes
that are Eligible CCH I Notes Claim Holders the ability to
purchase shares of the New Class A Stock pro rata based on a
fraction to be issued upon the Debtors' emergence from bankruptcy,
in exchange for a cash payment per share at a 25% discount to the
Plan Value minus the Warrant Value per share of the Reorganized
Company upon its emergence from bankruptcy.

The Rights will not be listed or quoted on any public or over-the-
counter exchange or quotation system and there is no assurance
that an active trading market for the Rights will develop.
However, the Rights will be independently transferable through the
expiration date of the Rights Offering subject to a right of first
refusal in favor of certain Equity Backstop Parties.  Additional
information and instructions regarding participation in the Rights
Offering will be sent separately to holders of CCH I Notes.  The
right of first refusal may discourage third parties from
attempting to purchase any Rights.  As a result, unless Eligible
CCH I Notes Claim Holders exercise their Rights, they may not be
able to realize any value attributable to those Rights.

All holders of CCH I Notes Claims as of April 17, 2009, have been
sent an investor certification.  Only Eligible CCH I Notes Claim
Holders will be eligible to participate in the Rights Offering.
All Eligible CCH I Notes Claim Holders will be mailed the Rights
Offering Documents, on or about May 12, 2009.  A holder of CCH I
Notes Claims as of the Rights Offering Record Date that does not
return the investor certification by May 11, 2009, will forfeit
all rights that it may have had under the Rights Offering with
respect to its CCH I Notes Claim.

                         CII Settlement

The Amended Plan provides for a settlement and compromise of the
legal, contractual and equitable rights, Interests, Claims and
remedies of Paul G. Allen and certain persons and entities
affiliated with him against the Debtors other than Charter
Investment, Inc., in exchange for certain consideration under the
Amended Plan.  The CII Settlement Claim Party is defined as Mr.
Allen, his estate, spouse, immediate family members and heirs, any
trust in which Mr. Allen is the grantor or which is created as a
result of his death, CII and any other Allen Entity, provided that
in no event will the "CII Settlement Claim Party" include any
public company.

Under the CII Settlement, subject to certain exceptions, the CII
Settlement Claim Parties will compromise any Claim or Interest
held by a CII Settlement Claim Party on the Effective Date against
a Debtor, other than CII, including:

   -- 28,467,421 shares of Class A Common Stock of CCI;

   -- 10,000 vested options to acquire shares of Class A Common
      Stock of CCI;

   -- 64,356 shares of unvested restricted Class A Common Stock
      of CCI;

   -- 50,000 shares of Class B Common Stock of CCI;

   -- 324,300,479 Class A Common Units of Holdco;

   -- 14,831,552 Class C Common Units of Holdco;

   -- rights under the CCI-CII Exchange Agreement;

   -- all Interests with respect to 7,282,183 CC VIII Preferred
      Units;

   -- the CCHC Note;

   -- accrued and unpaid management fees owing to CII under the
      Management Agreement;

   -- rights under a letter agreement dated as of September 21,
      1999, among Vulcan Ventures, Inc., an entity controlled by
      Mr. Allen, CCI, CII and Holdco, which would have granted
      Vulcan Ventures, Inc., exclusive rights for carriage of up
      to eight digital channels of each of the Debtors', other
      than CII's, cable systems;

   -- rights under that certain Consulting Agreement, dated as of
      March 10, 1999 by and among Vulcan, Inc., an entity
      controlled by Mr. Allen, CCI and CCH, which provides for
      payment of a fee to Vulcan, Inc. for assistance with
      acquisitions by CCI or CCH; and

   -- any other Claim or Interest held by a CII Settlement Claim
      Party, including any rejection damages Claims, other than
      Claims and certain Executory Contracts specifically
      excluded.

The Amended Plan also provides that certain Claims and Interests
held by the CII Settlement Claim Parties will not be compromised
under the CII Settlement, including those under certain executory
contracts, indemnification agreements and notes issued by the
Debtors.

The Debtors note that they are seeking approval of the CII
Settlement in conjunction with the Amended Plan pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.  The Debtors
intend to present their case in favor of the CII Settlement at the
confirmation hearing and believe the CII Settlement satisfies the
standards for approving settlements in bankruptcy cases.  Absent
the CII Settlement, among other things, the Debtors assert that
the Amended Plan would not be feasible because they would not be
able to reinstate certain debt obligations at CCO and CCOH.

According to the Debtors, the CII Settlement was motivated in part
by a desire to ensure that the CII Settlement Claim Parties caused
CII to remain a member of Holdco through the Effective Date,
thereby ensuring that a proportionate amount of the cancellation
of debt income that will be generated by the consummation of the
Amended Plan will be allocated to the CII Settlement Claim
Parties.  In turn, the Debtors continued, this will result in the
retention of a larger portion of the tax attributes, including net
operating losses that will be available to the Reorganized Company
following the Effective Date.

If the CII Settlement Claim Parties converted their interest in
Holdco into stock of CCI prior to the Effective Date, all of the
cancellation of debt income resulting from the consummation of the
Amended Plan would be allocated to the Reorganized Company, which
would result in the Reorganized Company having significantly less
valuable tax attributes available after the Effective Date, they
note.

The benefit to the Debtors from the CII Settlement is derived not
only from the tax benefits and the settlement and compromise of
the rights, Claims, Interests and remedies set forth in the Plan,
but also from the fact that without the Debtors' negotiation of
the terms of the CII Settlement, the Amended Plan would not exist.
It is only through Mr. Allen's agreement with the terms of the CII
Settlement that the Debtors are able to avoid the occurrence of a
"Change of Control," as defined in the CCO Credit Facility, the
Amended Disclosure Statement explains.

              Treatment of Agreements and Contracts

The Amended Plan provides that (i) all of the Debtors' executory
contracts, except certain exceptions specified in the Plan and the
Plan Supplement, will be deemed assumed as of the Effective Date,
and (ii) for each of the Executory Contracts to be assumed, the
Debtors will designate a proposed cure, and any disagreements as
to the proposed cure must be filed by the cure bar date.  The Cure
Bar Date will not apply to any franchise or Executory Contract
with a local franchise authority.

The Second Amended and Restated Mutual Services Agreement, dated
as of June 19, 2003, between CCI and Holdco will be deemed assumed
as of the Effective Date.  The consulting agreement, dated as of
March 10, 1999, among Vulcan Inc., CCI, and CCH, which provides
for payment of a fee to Vulcan Inc. for assistance with
acquisitions made by CCI or CCH, will be terminated without any
further obligation on the part of the reorganized CCI or any of
its subsidiaries as of the Effective Date, and all claims existing
under the Consulting Agreement at termination will be released and
discharged as of the Effective Date, provided that the Allen
Management Receivable will be paid in accordance with the CII
Settlement under the Amended Plan.

              Reorganized Company's Capitalization
                  Upon Consummation of the Plan

The Reorganized Company's and its consolidated subsidiaries' cash
and cash equivalents and capitalization as of February 28, 2009,
(i) on an actual basis, and (ii) on an as-adjusted basis to
reflect the consummation of the Amended Plan and application of
the proceeds from the Rights Offering and New CCH II Notes
Commitment, assuming $267 million aggregate principal amount of
New CCH II Notes are issued and sold pursuant to the New CCH II
Notes Commitment, and assumes an Effective Date of September 30,
2009:

                                         As of February 28, 2009
                                            Pre-          Post-
                                         Emergence      Emergence
                                         ------------------------
                                                (Unaudited)
                                           (in millions except
                                              per share data)
                                         -----------------------
Cash and Cash Equivalents                       $722        $571

Long-Term Debt:
Charter Communications, Inc.:
5.875% convertible senior notes due 2009          3           ?
6.500% convertible senior notes due 2027        376           ?

Charter Communications Holdings, LLC:
Senior and senior discount notes                440           ?

CCH I Holdings, LLC:
Senior and senior discount notes              2,534           ?

CCH I, LLC:
11.000% senior notes due 2015                 4,071           ?

CCH II, LLC:
10.250% senior notes due 2010                 1,857           ?
10.250% senior notes due 2013                   598           ?
13.500% senior notes due 2016                     ?       1,706

CCO Holdings, LLC:
8.750% senior notes due 2013                    797         797

Charter Communications Operating, LLC:
8.000% senior second lien notes due 2012      1,100       1,100
8?% senior second lien notes due 2014           770         770
10.875% senior second lien notes due 2014       527         527

Credit Facilities:
CCOH                                            350         350
CCO                                           8,247       8,247
                                         -----------------------



Total Long-Term Debt                         21,670      13,497

Loans Payable ? Related Party                     76           ?
Preferred Stock                                    ?          72
Noncontrolling Interest                          167           ?
Shareholders' Equity (Deficit)               (10,544)      2,413
                                         -----------------------
Total Capitalization                         $11,369     $15,982
                                         =======================

                 Reorganized Company's Ownership

Upon emergence, all shares of New Class B Stock will be owned by
Mr. Allen and entities affiliated with Mr. Allen, which will be
approximately 2% of the outstanding New Common Stock and 35% of
the voting power of all of the outstanding New Common Stock.  The
Debtors note that the identity of the owners of the New Class A
Stock upon emergence, which will be approximately 97% of the
outstanding New Common Stock, including the impact of the exchange
of reorganized Holdco equity for New Class A Stock by Mr. Allen
and certain of his affiliates, and 65% of the voting power of all
of the New Common Stock, is not determinable at this time because,
among other reasons, the identity of all creditors receiving New
Class A Stock is not known.

Shares of New Class A Stock will be distributed upon emergence as:

   -- approximately 19.5% of the New Class A Stock will be
      distributed to CCH I Notes Claim Holders; and

   -- approximately 80.5% of the New Class A Stock will be sold
      pursuant to the Rights Offering.

The allocation of New Class A Stock does not give effect to New
Class A Stock distributable upon exercise of:

   -- CIH Warrants, which are exercisable for 5% of that number
      of shares of New Common Stock outstanding upon emergence,
      on a fully-diluted basis;

   -- CCH Warrants, which are exercisable for 1% of that number
      of shares of New Common Stock outstanding upon emergence,
      on a fully-diluted basis;

   -- CII Settlement Claim Warrants, which are exercisable for 4%
      of that number of shares of New Common Stock outstanding
      upon emergence, on a fully-diluted basis; and

   -- the Overallotment Option, which is the option to purchase
      additional shares of New Class A Stock at the Per Share
      Purchase Price for approximately 16% of the shares of New
      Common Stock to be outstanding upon emergence.

                        Other Provisions

In addition, the Debtors' Management Incentive Plan will include,
among other things, an allocation of equity-based awards of New
Class A Stock in the amount of 3% of the shares of New Class A
Stock outstanding on the Effective Date.  The parties who have
committed to purchase New Class A Stock are affiliates of Apollo
Management, Crestview Partners, Franklin Templeton, MFC Global,
Oaktree Capital, and Western Asset Management.

If the Overallotment Option is exercised, holders of New Common
Stock and Warrants will suffer dilution of their investment due to
sales of New Common Stock at a discount to the valuation used to
satisfy Claims, the Debtors said.  Issuances of awards under the
Management Incentive Plan may also dilute the investment of
holders of New Class A Stock and Warrants.

Copies of the Amended Plan and Disclosure Statement are available
for free at:

   * http://bankrupt.com/misc/CCI_1stAmendedPlan.pdf
   * http://bankrupt.com/misc/CCI_1stAmendedPlan_Blacklined.pdf
   * http://bankrupt.com/misc/CCI_Amended_DS.pdf
   * http://bankrupt.com/misc/CCI_Amended_DS_Blacklined.pdf

The Debtors also filed an amended and restated Exhibit 19 to the
Plan Supplement.  Exhibit 19 contains the Rights Offering
Procedures.  A copy of Exhibit 19 can be obtained for free at:

     http://bankrupt.com/misc/CCI_Amended_PlanSupp_Exh19.pdf

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).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

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

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


CHARTER COMMUNICATIONS: Pacific Microwave Unit Files Schedules
--------------------------------------------------------------
Pacific Microwave filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

A.   Real Property                                         $ 0

B.   Personal Property
B.13 Stocks and interest                          Undetermined
     See: http://bankrupt.com/misc/charter_salB13.pdf

B.14 Interests in partnerships and                Undetermined
     joint ventures
     See: http://bankrupt.com/misc/charter_salB14.pdf

B.23 Licenses, franchises, and other              Undetermined
     general intangibles

         TOTAL SCHEDULED ASSETS                             $0
   ===========================================================

C. Property Claimed as Exempt                              N/A

D. Secured Claim
     New Term Loan, JP Morgan Chase Bank          $495,000,000
     Revolving Loan Facility, JP Morgan C        1,445,008,533
     Term Loan B, JP Morgan Chase Bank           6,449,813,583
     8% Senior Second lien Notes due 2012
     Wilmington Trust Company                    1,135,688,889
     8 3/8% Senior Second Lien Notes, due
     Wilmington Trust Company                      796,576,156

E. Unsecured Priority Claims                                 0

F. Unsecured Non-priority Claims                             0

    TOTAL SCHEDULED LIABILITIES                $10,322,087,161
   ===========================================================

Pacific Microwave also filed its statement of financial affairs.
Eloise Schmitz, executive vice president and chief financial
officer of Pacific Microwave, discloses that Pacific Microwave did
not earn any income for the two years immediately preceding its
Petition Date.

She discloses, however, that the Debtor made several transfers
within two years prior to the Petition Date, a list of which is
available for free at:

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

Within the six years immediately preceding the Petition Date, the
Debtor is an officer of several businesses, a list of which is
available for free at:

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

Within two years prior to the Petition Date, KPMG LLP, in St.
Louis, Missouri, has audited the Debtor's books of accounts and
record.   Also, these officers handle the Debtor's books of
accounts:

     Name               Title                    Period
--------------       -----------            ------------------
Eloise Schmitz    Chief Financial Officer   04/04/08 - present
Jeffrey T. Fisher Chief Financial Officer   02/06/06 - 04/04/08
Kevin Howard      Controller, Chief
                   Accounting Officer        04/2007  - present

Mr. Howard, Ms. Schmitz, PricewaterhouseCoopers LLP, Swink,
Fiehler & Company, P.C., and Ernst & Young, were in possession of
the Debtor's books of accounts at the time of the Chapter 11
petition.

Falcon Cable Systems Company and Falcon Community Ventures I, LP,
both have 50% interest in the Debtor.  Both entities are general
partnerships.

                    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).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.

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

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


CHARTER COMMUNICATIONS: Says JPMorgan Complaint Central to Plan
---------------------------------------------------------------
The adversary proceeding brought by JPMorgan Chase Bank, N.A.,
against Charter Communications Operating, LLC, and CCO Holdings,
LLC, goes to the very heart of the federal bankruptcy process, the
Debtors tell Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York.  They argue that the complaint
should be dismissed because at issue is not a tangential question
of contract interpretation between the debtor and a third party
otherwise unrelated to the bankruptcy proceeding, the resolution
of which might or might not marginally enhance the debtor's
bankruptcy estate.

Rather, at issue is the fundamental question of whether Charter
can expeditiously confirm a plan of reorganization that reinstates
its senior debt instruments under Section 1124 of the Bankruptcy
Code, contends Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York.  He insists that the resolution of the confirmation
issue will be all but dispositive of the entire bankruptcy
proceeding.

"Absent reinstatement, there is no plan.  JPMorgan's adversary
proceeding is nothing more than a collateral attack on
confirmation," Mr. Cieri argues.  "Indeed, the entire purpose of
this adversary proceeding is to scuttle Charter's bid for
reinstatement, as evidenced by the timing of this suit, admissions
in the suit, and the forum in which it was brought," he continues.

The adversary proceeding is not peripheral to the plan, it is
central to the plan, Mr. Cieri points out.  He also contends that
JPMorgan has long recognized that CCO's business is fundamentally
affected by the financial condition of its several affiliates.  He
argues that JPMorgan cannot have it both ways and now ask the
Court to ignore the effect that deciding the adversary proceeding
will have on the other creditors of these affiliated companies, or
the effect that failing to confirm the proposed plan will have not
just on CCO's affiliates, but on CCO itself.

"At bottom, the issues in this adversary proceeding are
inextricably intertwined with the issues that this Court must
decide as part of plan confirmation," Mr. Cieri asserts.  He
insists that reinstatement -- the lynchpin to confirmation in the
case -- is entirely predicated on the Court finding that Charter
has not incurably defaulted on the parties' Credit Agreement.  He
adds that the Court should properly dismiss the complaint for
failure to state a claim.

              Creditors Committee's Proposed Order

In a letter addressed to Judge Peck, David S. Elkind, Esq., at
Ropes & Gray LLP, in New York, proposed counsel to the Official
Committee of Unsecured Creditors, presented to the Court a
proposed order modifying, as it applies to the Creditors
Committee, the Confidentiality Agreement and Stipulated Protective
Order between Charter Communications, Inc., and its subsidiaries,
and JPMorgan Chase Bank, N.A, entered by the Court on April 6,
2009.

Mr. Elkind assures the Court that the Debtors' counsel agreed to
the Proposed Order.  He notes that as discussed at a conference
held April 27, 2009, counsel for the Debtors and the Creditors
Committee agreed that its request to modify would be presented to
the Court by letter to expedite approval of an appropriate
protective order to apply to the Creditors Committee.

The Proposed Order provides for the Creditors Committee to become
a party to, and subject to, the Protective Order, with two
modifications:

   (1) The Proposed Order, unlike the Protective Order, provides
       that the Creditors Committee would be deemed a party to
       the Protective Order with respect to all discovery
       materials produced by any of the parties in the adversary
       proceeding or the confirmation proceedings, but that it
       would not -- absent agreement of the parties -- apply to
       discovery materials produced by non-parties in other
       contested matters or adversaries in the case; and

   (2) The Proposed Order provides that the Creditors Committee's
       counsel may share all materials and information with the
       Committee members, with up to eight designees of the
       members and their counsel, provided that they agree to
       maintain the confidentiality of those materials.  The sole
       exception is that, with respect to "Professional Eyes Only
       - Highly Confidential" materials, Committee counsel may
       discuss the substance of all those materials with the
       eight designees and their counsel, but may not provide
       them with actual copies of the documents without consent
       of the producing party or a further Court order.

"It is essential that we, as counsel for the Committee, be free to
discuss all matters with the Committee without fear that we are
running afoul of a protective order," Mr. Elkind tells the Court.
"The Committee has a unique role in the case as the official
representative of unsecured creditors with a duty.  In order to
discharge its statutory duties in the best interests of creditors,
the Committee must be given access to materials, and must be free
to discuss all materials provided that they preserve
confidentiality," he adds.

Accordingly, the Creditors Committee asks the Court to sign the
Proposed Order.

Judge Peck said at a hearing held May 5, 2009, that he would delay
addressing the dispute between JPMorgan and Charter, reports
Kelsey Volkmann of St. Louis Business Journal.

                    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).  Pacific Microwave filed for bankruptcy
protection on April 20, 2009, disclosing assets of not more than
$50,000 and debts of more than $1 billion.

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)


CHRISTOPHER R BIELSER: Case Summary & 13 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Christopher R. Bielser
        15174 Timberlake Dr.
        Reno, NV 89511

Bankruptcy Case No.: 09-51376

Chapter 11 Petition Date: May 6, 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 Mr. Bielser's petition, including his list
of 13 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nvb09-51376.pdf

The petition was signed by Mr. Bielser.


CHRYSLER LLC: Proposes to Use Prepetition Cash Collateral
---------------------------------------------------------
Chrysler LLC is a party to an amended and restated first lien
credit agreement with:

  (a) CarCo Intermediate HoldCo II LLC, Chrysler's immediate
      parent company and a nondebtor, as guarantor;

  (b) Chrysler, as borrower;

  (c) the lender parties thereto; and

  (d) JP Morgan Chase Bank N.A. as administrative agent.

The First Lien Credit Agreement sets forth the terms and
conditions of a $10 billion term loan that matures on August 2,
2013.

Corinne Ball, Esq., at Jones Day, in New York, the Debtors'
proposed counsel, relates that within three months after the
first lien loan was made, a significant payment of $3 billion
reduced the outstanding principal amount to $7 billion in
November 2007.  As of the Petition Date, the principal amount
outstanding under the First Lien Credit Agreement was
approximately $6.9 billion.  Principal payments of 0.25% of the
original principal amount of $7 billion are due quarterly.

Given the nature of this financing as a term loan, no additional
borrowing has been available under the First Lien Credit
Agreement since its inception, Ms. Ball notes.

Chrysler Parent, as borrower, and the U.S. Treasury, as lender,
entered into a loan and security agreement on December 31, 2008.
The Troubled Assets Relief Program Loan Agreement sets forth the
terms and conditions of a $4 billion loan for general corporate
and working capital purposes that matures no later than
January 2, 2012.

Ms. Ball tells the Court that concurrently with entering into the
TARP Loan Agreement, Chrysler Parent provided the U.S. Treasury
with a separate promissory note amounting to $267 million that
matures on January 2, 2012.  She discloses that CarCo
Intermediate HoldCo I LLC, CarCo Holding II, Chrysler and certain
of Chrysler's domestic subsidiaries are guarantors of the TARP
Financing.

Under the First Lien Credit Agreement, the Debtors granted to the
Collateral Trustee a security interest in and first lien on
substantially all of their assets, including accounts receivable,
inventory, equipment, books and records, cash, general
intangibles, real property and a pledge of all of the capital
stock of each of Chrysler's domestic subsidiaries and 65% of all
of the capital stock of each of Chrysler's first-tier foreign
subsidiaries, but excluding certain exclusive collateral of the
U.S. Treasury.

As security for the TARP Financing, the U.S. Treasury was granted
a first priority lien on all unencumbered assets and Chrysler's
Mopar parts inventory and a third priority lien on other assets
serving as collateral for the obligations under the First Lien
Credit Agreement and the Owners' Loan Agreement.  In addition,
the U.S. Treasury's recourse to the direct or indirect equity
interest of Chrysler Parent in FinCo Intermediate HoldCo LLC or
any of its subsidiaries, including Chrysler Financial, is limited
to $2 billion.

The TARP Loan was amended on April 30, 2009 to provide for a
working capital line of up to $500 million.  As of the Petition
Date, less than $100 million of working capital is expected to be
outstanding.

Ms. Ball says that the Debtors' obligations under the First Lien
Credit Agreement are secured by liens granted to the Collateral
Trustee on certain property of the estate.  She adds that the
Debtors are currently in possession of cash that is Prepetition
First Lien Collateral and may generate additional cash proceeds
from the sale or other disposition of other Prepetition First
Lien Collateral, which cash and cash proceeds are cash collateral
of the First Lien Prepetition Lenders within the meaning of
Section 363(a) of the Bankruptcy Code.

In connection with its filing for bankruptcy protection, Chrysler
is also seeking approval from the Court to consummate a sale
transaction that preserves some portion of its business as a
going concern and averts a liquidation.  The proposed sale
transaction would create the sixth-largest global automaker by
volume unit, increasing competitiveness with other original
equipment manufacturers and creating billions of dollars in
synergies.  The transaction is being financially backed by the
United States Department of the Treasury and Export Development
Canada, an affiliate of the Canadian government, which together
will provide the new alliance with approximately $6 billion of
taxpayer money to start up and maintain operations.

Pursuant to a purchase agreement, among other things, (a)
Chrysler will transfer the majority of its operating assets to
New CarCo Acquisition LLC, a newly established Delaware limited
liability company that currently is an indirect wholly-owned
subsidiary of Fiat S.p.A.; and (b) in exchange for those assets,
New Chrysler will assume certain liabilities of Chrysler and pay
to Chrysler $2 billion in cash.

By this motion, Chrysler and its 24 debtor-affiliates ask the
Court for authority to use the Cash Collateral.

Ms. Ball contends that it is essential that the Debtors obtain
immediate postpetition authority to use Cash Collateral as it
will enable them to accomplish their strategic restructuring
goals and successfully complete a sale process and consummate a
value-maximizing transaction.  She further contends that the
Debtors are facing a liquidity crisis and need immediate access
to their cash to fund working capital and certain other costs
pending a sale transaction.

"Absent this new liquidity, not only would the Debtors' ability
to maximize the value of their estates and successfully preserve
asset values be jeopardized, but the Debtors also could be forced
to immediately and abruptly liquidate to the direct detriment of
all parties in interest," Ms. Ball submits.

Ms. Ball tells the Court that the Debtors and the First Lien
Prepetition Lenders have been negotiating the terms pursuant to
which the Debtors can use the Cash Collateral on a consensual
basis.  She says that the negotiations have resulted in a
proposed interim cash collateral order.

The principal terms of the Interim Cash Collateral Order are:

  -- The Debtors may use the Cash Collateral in accordance with
     an approved budget, and subject to the terms of the Court's
     order approving the Debtors' request to obtain
     postpetition financing, for general corporate purposes.

  -- Superpriority claims will be granted as provided in Section
     507(b) of the Bankruptcy Code, with priority in payment
     over any and all administrative expenses, subject and
     subordinate only to a DIP superpriority claim.

  -- Adequate Protection Liens:

        * Pursuant to section 364(c)(3) of the Bankruptcy Code,
          a valid, binding, continuing, enforceable, fully-
          perfected junior lien on, and security interest in all
          tangible and intangible prepetition and postpetition
          property of the Debtors whether now existing or
          hereafter acquired; and

        * The Adequate Protection Liens will not be (i) subject
          or subordinate to (a) any lien or security interest
          that is avoided and preserved for the benefit of the
          Debtors and their estates under section 551 of the
          Bankruptcy Code or (b) any liens arising after the
          Petition Date, including without limitation, any liens
          or security interests granted in favor of any federal,
          state, municipal or other governmental unit,
          commission, board or court for any liability of the
          Debtors, or (ii) subordinated to or made "pari passu"
          with any other lien or security interest granted under
          Sections 363 or 364 of the Bankruptcy Code or
          otherwise.

          The Adequate Protection Liens will be junior to a DIP
          lien on all property of the estates other than
          property that constitutes Prepetition First Lien
          Collateral.

  -- The liens and security interests granted under the Interim
     Cash Collateral Order will be deemed valid, perfected,
     allowed, enforceable, non-avoidable and not subject to
     challenge, dispute or subordination as of the date of entry
     of the order.

  -- No Collateral or Prepetition First Lien Collateral,
     including the Cash Collateral, may be used to (a) object to
     the validity, perfection, priority, extent or
     enforceability of any amount due under the Loan Documents,
     or the liens or claims granted under the Interim Cash
     Collateral Order or the Loan Documents, (b) assert any
     claims and defenses or any other causes of action against
     the First Priority Agent, the Collateral Trustee and the
     First Lien Prepetition Lenders or their respective agents,
     affiliates, subsidiaries, directors, officers,
     representatives, attorneys or advisors, (c) prevent, hinder
     or otherwise delay the Collateral Trustee's assertion,
     enforcement or realization on the Prepetition First Lien
     Collateral or the Collateral in accordance with the Loan
     Documents or the Interim Cash Collateral Order, (d) seek to
     modify any of the rights granted to the First Priority
     Agent, the Collateral Trustee and the First Lien
     Prepetition Lenders without such party's prior written
     consent or (e) pay any amount on account of any claims
     arising prior to the Petition Date unless the payments are
     approved by the Court.

  -- Upon consummation of the Fiat Transaction, not less than
     $2 billion in cash of the purchase price will be allocated as
     proceeds of Collateral and will be indefeasibly paid
     immediately upon consummation of the Fiat Transaction
     directly from New Chrysler to the First Priority Agent for
     immediate distribution to the First Priority Secured
     Parties pursuant to the First Priority Facility.

A copy of the Proposed Interim Order is available for free at:

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

The Debtors ask the Court to set a final hearing on their request
that is no later than 20 days after the Petition Date.

                         *     *     *

The Court issued an interim order authorizing the Debtors to use
the Cash Collateral -- from the Petition Date through and
including the Termination Date for general corporate purposes --
in accordance with the approved 9-week Preliminary Budget, a
full-text copy of which is available for free at:

    http://bankrupt.com/misc/9-weekPrelimDIPBudget.pdf

"[T]his Order does not address the disposition of any Prepetition
First Lien Collateral outside the ordinary course of business or
the Debtor's use of the Cash Collateral resulting therefrom,"
Judge Gonzalez said.

The First Priority Secured Parties are entitled to adequate
protection of their interests in the Cash Collateral and other
Prepetition First Lien Collateral, in an amount equal to the
aggregate diminution in value of the Cash Collateral and other
Prepetition First Lien Collateral resulting from the sale,
lease or use by the Debtors of Cash Collateral and any other
Prepetition First Lien Collateral or resulting from the
imposition of the automatic stay pursuant to Section 362 of the
Bankruptcy Code.

The Debtors' right to use the Cash Collateral will terminate on
the earliest to occur of:

  (a) 20 days after the Petition Date if the Final Order has not
      been entered by the Court on or before that date; or

  (b) upon 5 business days' written notice to the Debtors after
      the occurrence and continuance of any event of default
      beyond any applicable grace period.

The Court will convene a final hearing on the Cash Collateral
Motion on May 20, 2009, at 11:00 a.m., prevailing Eastern time.
Parties have until May 15, 2009, at 12:00 p.m. to file
objections.

                        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 December 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: Has Court Nod for $1.4 Billion Interim Loan
---------------------------------------------------------
Chrysler LLC and its debtor-affiliates obtained interim approval
from the U.S. Bankruptcy Court for the Southern District of New
York to obtain as much as $1.4 billion in initial postpetition
loan from The United States Department of the Treasury and Export
Development Canada.

The U.S. Treasury and EDC committed to provide the Debtors
$4.1 billion in postpetition loan under their Second Lien Secured
Priming Superpriority Debtor-in-Possession Credit Agreement dated
April 30, 2009.  The Debtors, however, can only fully avail of
the loan if the Court issues final approval of the credit
agreement.

In his order dated May 4, 2009, Judge Arthur Gonzalez said that
the Debtors have demonstrated a need for immediate access to
interim postpetition financing.  "In the absence of this
immediate access, the Debtors will be unable to continue
operating their business, causing immediate and irreparable loss
or damage to the Debtors' estates," he said.

A full-text copy of the interim order is available without charge
at http://bankrupt.com/misc/ChryslerInterimDIPOrder.pdf

Attorney for the Debtors, Corinne Ball, Esq., at Jones Day, in
New York, said in court papers that the Debtors need the interim
loan in order to implement an expeditious sale of their assets as
part of their deal with Fiat S.p.A., and pay the claims of
suppliers, dealers and employees pending approval of the sale.

"The availability of interim loans will provide the necessary
assurance to suppliers, dealers, employees and customers of the
Debtors' ability to meet their near-term obligations," Ms. Ball
said.

In return for the financing, the U.S. Treasury and EDC are
granted security interests in and liens on all properties of the
Debtors and their estates as well as the proceeds from those
assets.  They are also granted an allowed "super-priority"
administrative expense claim in each of the Debtors' cases for
all obligations owed by the Debtors under their DIP Credit
Agreement.  Subject only to the "carve-out," the super-priority
claim will have priority over all other administrative expenses
of the Debtors.

The U.S. Treasury, as lender under the Loan and Security
Agreement dated December 31, 2008, is also granted a claim as
well as liens on the properties of the Debtors and their estates
as adequate protection for the priming of its liens on and
security interests in those properties.  These claim and liens,
however, will only have a priority junior to the super-priority
claim and to the DIP liens.

In the event of default under the DIP Credit Agreement, the U.S.
Treasury and EDC may compel the Debtors to sell any of their
properties.  They are also entitled to credit bid their liens on
the properties in any such sale.

The Court will convene a hearing on May 20, 2009, at 11:00 a.m.,
to consider final approval of the DIP Financing.

               Legality of Fiat Deal Questioned

As reported by the TCR on May 7, 2009, various parties have raised
questions on the legality of the proposed marriage by Chrysler and
Fiat which is also being supported by the U.S. and Canadian
government.

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 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.

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 a
sub rosa plan of reorganization, a secret reordering dressed up
to look like a sale, which is forbidden by bankruptcy law.

Regardless of whether 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 December 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)

                        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 December 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: Michigan Says Fiat Sale Does Not Protect Workers
--------------------------------------------------------------
The State of Michigan Workers' Compensation Agency and Funds
Administration complains that the proposed sale of Chrysler LLC's
operating assets to a new company 20% owned by Fiat S.p.A. does
not provide sufficient protection for the Debtors' workers in
Michigan.

Dennis Raterink, attorney general from the Workers' Compensation
Unit, says that the sale violates the compensation self-insurance
authority in Michigan and leaves the Debtors' workers without a
source of compensation benefit payments.

"The sale of substantially all assets to the successful bidder,
without that bidder assuming the Debtors' workers compensation
liabilities in Michigan, may leave Debtors without adequate
resources to secure the payment of their workers' compensation
obligations," Mr. Raterink says.  He says that this may require
the agency to revoke the Debtors' self-insured authority and
require the Debtors to acquire workers' compensation insurance
coverage or furnish a bond and other forms of security to cover
their liabilities.

"Should the current sale order be approved, as presented, the
workers' compensation benefits of transferred employees could be
affected, as the successful bidder, being a new employer in
Michigan, could be prohibited from obtaining self-insurance
authority in Michigan," Mr. Raterink says.

Under Michigan law, an employer that is in business less than
five years cannot be considered for self-insured authority unless
its workers' disability compensation liability is guarantied by a
parent corporation or combinable affiliated entity that has been
in business not less than five years and that would qualify for
self-insured authority in Michigan.

"Without self-insured status, the successful bidder would need to
acquire workers' compensation insurance coverage in order to
operate in Michigan," Mr. Raterink points out.

Mr. Raterink further says that if the Self-Insurers' Security
Fund was forced to assume the Debtors' workers' compensation
obligations, enough funds exist only to make benefit payments for
a matter of weeks before Security Fund becomes insolvent itself.

The Self-Insurers' Security Fund is one of the three funds that
make up the Funds Administration.  It was created to provide
benefits to affected workers under the Workers' Compensation
Disability Act.

Mr. Raterink says that the Debtors' total workers compensation
obligations may exceed $140 to $150 million, with yearly payment
obligations of over $25 million.

"Even if the Funds Administration levies emergency assessments to
existing self-insured employers, the Self-Insurers' Security
Fund's maximum possible balance would be approximately
$9 million, substantially less than needed to cover the Debtors'
statutory obligations," he says.

The proposed sale also drew flak from Bridgestone Americas Tire
Operations LLC, Superior Industries Inc., The Timken Company
Harman Becker Automotive Systems Inc., Plast-O-Foam LLC, Flight
Systems Automotive Group LLC, and BASF Corporation.  The
companies disapprove of the proposed procedures governing the
assumption and assignment of executory contracts and leases to
the purchaser.

Bridgestone Americas complains that the proposed procedures may
grant the Debtors or the purchaser authority to change the terms
and conditions of executory contracts or unexpired leases.
Bridgestone Americas points out that there is no provision in
bankruptcy law granting such authority.

Meanwhile, the other companies complain that the proposed
procedures authorize the purchaser to exclude contracts and
leases that have already been designated for assumption and
assignment.  They say it would permit the purchaser to void any
prior assumption and assignment of a contract even if the closing
of the proposed sale has occurred; the Court has entered an order
approving the assumption and assignment; and the cure amount has
been paid.

             Court Approves Bidding Procedures

Chrysler LLC obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York of its proposed bidding
procedures for the sale of substantially all its assets pursuant
to an auction on May 27, 2009, according to a report by Bloomberg
News.

Chrysler offered to sell its assets in the auction to New CarCo
Acquisition LLC, a Delaware company formed by Fiat S.p.A., or to
any other company interested to bid for the assets.  The Fiat
group's $2 billion offer for the assets will be the lead bid in
the auction.

The assets to be sold include intellectual property rights,
facilities, executory contracts and leases, and those related to
the research, production and distribution of vehicles under brand
names that include Chrysler, Jeep(R) and Dodge.  The sale is part
of the Master Transaction Agreement that Chrysler executed with
Fiat and New CarCo on April 30, 2009.

The Court also approved a $35 million breakup fee for Fiat in
case it is outbid at the auction, Bloomberg reported.  Meanwhile,
the Court overruled an objection from a group of Chrysler's
secured lenders that the process was overly influenced by
President Barack Obama's administration and would distribute
proceeds improperly because it involved a "sub rosa" or secret
reorganization, the report further said.

At the request of its Creditors' Committee, Chrysler put the
deadline for competing bids at May 20, 2009, and set a May 27,
2009 hearing to approve the winning bid.

Robert Manzo of Capstone Advisory Group LLC, a Chrysler financial
adviser, had testified that the company has essentially been for
sale for more than a year, as Chrysler executives sought
automaker partners around the world and no bidders surfaced.
Without the Fiat alliance, secured creditors may not receive any
recovery, Mr. Manzo told the Court.

                        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 December 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: NCRO Wants Official Retiree Committee
---------------------------------------------------
The National Chrysler Retirement Organization, an organization
representing the interests of non-union retirees of Chrysler LLC
and its affiliated debtor entities, asks the U.S. Bankruptcy Court
for the Southern District of New York to authorize and instruct
the United States Trustee for Region 2 to appoint an Official Non-
Union Retiree Committee.

The NCRO was established in 2008 with an express purpose of
protecting pension and retiree benefits for Chrysler's non-union
retirees.

Trent P. Cornell, Esq., at Stahl Cowen Crowley Addis LLC, in
Chicago, Illinois, counsel for the NCRO, relates there are more
than 16,000 non-union retirees and surviving spouses receiving
health insurance benefits from the Debtors that are slated for
elimination.  Mr. Cornell notes that the aggregate present value
of the Debtors' obligation is suspected to total several hundred
million dollars.

"While the Debtors have evaded communication, their pleadings and
the exhibits thereto speak volumes about their intentions," Mr.
Cornell tells the Court.  "These documents evidence a clear
and immediate plan to eliminate non-union retiree benefits, while
at the same time heralding the continuation of retiree healthcare
benefits for the Debtors' unionized retirees," Mr. Cornell adds.

According to Mr. Cornell, it is paramount for the U.S. Trustee to
appoint a Retiree Committee consisting of individuals that can
quickly and comprehensively represent the Affected Retiree
population.

The NCRO proffers the following individuals for consideration:

    Name of Retiree            Designation
    ---------------            -----------
    Richard Brown              Former Human Resources Director

    Christopher Dyrda          Manager of Vehicle
                               Programs/Program Management

    Lynn Feldhouse             Former Vice President &
                               Secretary, Daimler Chrysler Fund

    John Glotzbach             Former Director of Benefits
                               Finance

    Richard Golpe              Former Manager and early retiree

    John (Jay) Kuhne           Former Director, Jeep Marketing

    Mark Newton                Former Director of Financial
                               Analysis

    Joseph Phillips            Former Corporate Senior Financial
                               Analyst

    Anthony Richards

    Roy Sjoberg, Jr.           Executive Engineer Viper Team

    Kevin Tourneur             Former Senior Manager Jeep Global
                               Product Marketing

The NCRO further asks the Court to expedite the hearing on its
request, and accordingly set a hearing on May 14, 2009, at
10:00 a.m. to consider approval of its Request.  Parties have
until May 11 to file objections.

                        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 December 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)

                        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 December 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: Application to Hire Schulte As Corporate Counsel
--------------------------------------------------------------
To recall, Chrysler LLC, Fiat S.p.A., and New CarCo Acquisition
LLC or "New Chrysler", entered into a Master Transaction
Agreement pursuant to which, among other things:

  (i) Chrysler LLC will transfer majority of its operating
      assets to New CarCo Acquisition LLC, a newly established
      Delaware liability company that currently is an indirect
      wholly-owned subsidiary of Fiat; and

(ii) in exchange for those assets, New Chrysler will assume
      certain liabilities of Chrysler and pay to Chrysler
      $2 billion in cash.

Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
the Debtors seek the Court's authority to employ Schulte Roth &
Zabel LLP as their special corporate counsel, nunc pro tunc to
the Petition Date, to represent them in connection with the
ongoing reorganization of the Debtors' ownership structure, the
Fiat Transaction and certain defined and finite corporate, debt
finance settlement matters.

The Debtors have selected Schulte Roth because of the firm's
extensive experience and knowledge in corporate transactional
work and litigation, and because of the firm's renowned expertise
in credit, finance, capital markets, taxation, compensation,
employee benefits, environmental law, business reorganization and
restructuring, and bankruptcy litigation, among other practices.

Well before the Fiat Transaction was contemplated, Schulte Roth
represented Cerberus Capital Management, L.P., in connection with
the 2007 Transaction, by which Cerberus acquired a controlling
interest in the Debtors from Daimler AG.

According to Holly E. Leese, senior vice president and general
counsel of Chrysler LLC, the Debtors wish to retain Schulte Roth
to continue to render certain limited legal services including,
but not limited to, strategic corporate and related advice
regarding the acquisition by Fiat of certain interests in the
Debtors.

As special corporate counsel, Schulte Roth will:

  (a) negotiate transaction agreements with Fiat and other
      parties-in-interest, including the U.S. Department of
      Treasury;

  (b) conduct diligence of Fiat, including a massive document
      review encompassing some 6,000 documents and over 250,000
      pages of information related to the Fiat Transaction;

  (c) draft and review all relevant transaction documents; and

  (d) advise the Debtors in specialized areas of law like tax,
      litigation, and employment to ensure that all aspects of
      the Fiat Transaction are in the Debtors' best interest.

The Debtors will pay Schulte Roth based on the firm's customary
hourly rates which ranges from $110 to$880.  The attorneys of
Schulte Roth who are expected to represent the Debtors and their
hourly rates are:

  Attorney                 Rate/Hour
  --------                 ---------
  Robert R. Keisel           $780
  Richard A. Presutti        $715
  Alan S. Waldenberg         $880
  Marc Weingarten            $880

The Debtors also propose to reimburse Schulte Roth for out-of-
pocket expenses.

During the 12-month period prior to the Petition Date, the
Debtors paid Schulte Roth $24,710,000 for professional services
performed and expenses incurred.  In addition, the Debtors paid
Schulte Roth a retainer of $2,000,000 in April 2009.

Adam C. Harris, Esq., at Schulte Roth Zabel 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.

                        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 December 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 Greenhill as Investment Banker
-----------------------------------------------------
Chrysler LLC and its affiliate seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Greenhill & Co. LLC as their investment banker nunc pro tunc to
the Petition Date.

Greenhill is a leading corporate finance investment bank and has
provided financial advice to numerous major corporate entities
and investors worldwide.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Debtors selected Greenhill based on the firm's experience and
expertise in providing financial advisory and investment banking
services in Chapter 11 cases and merger-and-acquisitions,
including BearingPoint, Inc., Constar International Inc., Delphi
Corp., Refco, Bethlehem Steel Corporation, Eclipse Aviation
Corp., AMRESCO, Regal Cinemas, Inc., United Artists Theatre
Circuit, Inc., AmeriServe Food Distribution, Inc., US Office
Products, Inc. and Weblink Wireless, Inc.

In addition, Ms. Ball notes that Greenhill is already familiar
with the Debtors' business and financial practices as a result of
services provided to the Debtors before the Petition Date.

Specifically, Greenhill was previously approached by the Debtors
in relation to a potential alliance with Fiat S.p.A.  On
April
23, 2009, the scope of Greenhill's engagement was amended in
anticipation of the Fiat deal structure changing from an out-of-
court transaction to a sale pursuant to Section 363 of the
Bankruptcy Code.

The services that Greenhill will provide to the Debtors include:

  (a) rendering an opinion to the board of managers as to the
      fairness, from a financial point of view, of the
      consideration to be paid or received by the Debtors in
      connection with a proposed transaction;

  (b) participating in hearings before the Bankruptcy Court with
      respect to the matters upon which Greenhill has delivered
      an opinion, including, as relevant, coordinating with the
      Debtors' counsel with respect to testimony in connection
      therewith and testifying;

  (c) evaluating proposals received by the Debtors relating to
      specific assets following the Company?s filing under
      Chapter 11 of the Bankruptcy Code;

  (d) evaluating proposals for some or all of the Debtors'
      assets as an alternative to the transaction with Fiat;
      and

  (e) evaluating or delivering an opinion on an amended deal
      with Fiat or another potential purchaser that materially
      differs from the deal in respect of which Greenhill
      delivered its initial opinion.

The Debtors will pay these amounts to Greenhill:

  * An initial advisory fee of $250,000, payable in cash
    promptly upon execution of the Greenhill Agreement.

  * An opinion fee for $3,000,000, payable in cash immediately
    before the time Greenhill delivers an Opinion.

  * A transaction fee of $1,000,000, payable in cash (i) upon
    consummation of a transaction on which Greenhill has
    delivered an opinion or (ii) upon the consummation of a
    transaction within 12 months from the date of the execution
    of the Greenhill Agreement.

  * A fee to be mutually agreed on by the Debtors and Greenhill
    if Greenhill is asked (i) to evaluate, and spends
    significant time evaluating, any proposals for some or all
    of the Debtors' assets as an alternative to the Transaction
    with Fiat or (ii) to evaluate or deliver an Opinion on an
    amended transaction with Fiat that materially differs from
    the deal in respect of which Greenhill delivered its initial
    opinion.

  * In addition to any fees that may be payable to Greenhill,
    the Debtors agree from time to time upon request, to
    promptly reimburse Greenhill for reasonable travel and other
    out-of-pocket expenses incurred by Greenhill in performing
    its services under the Greenhill Agreement, including the
    reasonable fees and expenses of legal counsel.

Ms. Ball notes that the Initial Advisory Fee was paid on
March 31, 2009, pursuant to the Debtors' first engagement with
Greenhill and the Opinion Fee was paid on April 29, 2009.

The Debtors have agreed to indemnify Greenhill and its
affiliates, among others, from and against losses, claims,
damages, demands and liabilities, related to or arising in any
manner out of any activities performed or services furnished
pursuant to the Greenhill Agreement.  In addition, the Debtors
will promptly reimburse the Indemnified Parties for all
reasonable expenses, as incurred, in connection with, related to,
or arising out of any Indemnified Activities, and enforcing any
Indemnified Parties' right under the Greenhill Agreement.

Bradley A. Robins, a managing director of Greenhill, assures the
Court that Greenhill is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                        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 December 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: Expects to Lose $4.7 Billion This Year
----------------------------------------------------
Chrysler LLC lost about $16.8 billion last year and expects to
lose $4.7 billion this year, according to papers filed in court.
Chrysler said it believes it can become profitable in 2012 if it
gets through the Chapter 11 process quickly and proceeds with its
planned alliance with Fiat SpA.

In an income statement forecast submitted to the court, Chrysler
said it expects to earn $100 million in 2012 and $1.6 billion in
2013.  Chrysler also expects its net income to increase to $3
billion by 2016.  The income statement was submitted along with
an affidavit from Robert Manzo, executive director of the
Capstone Advisory Group LLC, a consultancy that started working
with Chrysler in November 2008 and helped the Company prepare for
its bankruptcy filing last week.

Chrysler's forecasts are based on its emergence from Chapter 11
bankruptcy by July 1.

              Chrysler to Furlough Employees

The Treasury Department has mandated that Chrysler LLC furlough
salaried employees for two weeks during the bankruptcy, David
Shepardson at Detroit News Washington Bureau reports, citing
Mr., Manzo of Capstone Financial Group, which helped Chrysler
assemble its bankruptcy budget.

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

         Will Launch Ad Campaign to Attract Buyers

Jeff Bennett at The Wall Street Journal relates that Chrysler
will launch a marketing campaign on TV and print to reassure
clients and potential buyers that the Company is still operating
and would bounce back from its bankruptcy filing.  Citing dealers
who were briefed on the campaign, WSJ states that Chrysler will
also back its ads with incentives.

WSJ quoted Chrysler sales and marketing chief Steve Landry as
saying, "We want to establish a level of trust and confidence
that customers can still buy cars and trucks from us and it's
business as usual.  We are working to exit bankruptcy as fast as
we can."

WSJ relates that Chrysler's vehicles sales dropped 48% in April
2009.  Chrysler said on Friday that its vehicles sales decreased
48% in April to 76,682 cars and light trucks, according to WSJ.
WSJ states that many dealers suffered as showroom traffic dropped
in the past few weeks due to expectations of a bankruptcy filing.

Clients have been asking about the bankruptcy filing, and
salespeople were uneasy until news reports indicated that
Chrysler could emerge from bankruptcy relatively quickly, WSJ
reports, citing sales associate Armando Bulnes.

                        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 December 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: Financial Unit Proceeds With Winding Down Operations
------------------------------------------------------------------
The Wall Street Journal relates that Chrysler Financial is moving
ahead with plans to wind down its lending operations.  According
to the report, company executives told employees at a meeting on
Friday that Chrysler Financial will need only minimal staff in
the near future to handle the servicing of existing loans and
leases on Chrysler vehicles.

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

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

                        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 December 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: Togut Segal Reveals Delphi Conflict
-------------------------------------------------
Albert Togut, Esq., a senior member at Togut, Segal & Segal LLP,
disclosed to the U.S. Bankruptcy Court for the Southern District
of New York that his firm has been selected by Chrysler LLC and
its affiliates to serve as their conflicts counsel in Chrysler's
Chapter 11 cases.  He says that prior to Chrysler's retention of
Togut Segal, his firm has advised Delphi Corp. and its lead
counsel, Skadden, Arps, Slate, Meagher & Flom LLP.  He assures the
Court that Togut Segal does not and will not represent Chrysler in
any action against Delphi, and does not and will not represent
Delphi in any action against Chrysler.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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

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

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


CHRYSLER LLC: Bankruptcy Forces Cummins to Close Columbus Plant
---------------------------------------------------------------
Cummins Inc. said a number of job actions affecting its
manufacturing operations in Southern Indiana.

The Company is temporarily closing the Columbus MidRange Engine
Plant in Walesboro, just outside Columbus, as a result of
Chrysler's decision last week to idle its manufacturing operations
while it undergoes bankruptcy reorganization.

CMEP is the sole manufacturing site for the 6.7-liter turbo diesel
engine used in the heavy-duty Dodge Ram pickup truck.  The plant
will close effective May 15 and be down until Chrysler resumes
pickup truck production.

Chrysler's Dodge Ram manufacturing plant in Saltillo, Mexico,
which closed Monday, is expected to be idle for at least four
weeks and Chrysler has indicated that its entire manufacturing
operation could remain closed for nine weeks or longer.

The shutdown affects a total of approximately 690 workers at CMEP.
Cummins will layoff approximately 610 hourly workers - 560 members
of the Diesel Workers Union and 50 members of the Office Committee
Union. The Company plans to redeploy as many of the 80 exempt
employees in the plant as possible throughout its Southern Indiana
operations.

The last work day for most of the hourly employees at CMEP will be
May 13.  A small staff will be retained through the end of May to
complete the shutdown process.

"The engines we produce for Chrysler make up virtually all the
demand at CMEP, and without the Chrysler production it is not
economically feasible to operate the plant," said Jim Kelly,
President of the Engine Business. "There is considerable
uncertainty around Chrysler and when it will resume manufacturing
operations, which makes it necessary for us to take this difficult
action.

"At the same time, the Dodge Ram is a valuable part of Chrysler's
product portfolio, and the Cummins turbo diesel engine for the
heavy-duty pickup has been a key part of the Ram's success for
more than two decades.  We are hopeful that once Chrysler emerges
from its reorganization, demand for our award-winning engine will
return."

In actions unrelated to the Chrysler bankruptcy, Cummins also said
will permanently layoff approximately 110 hourly workers in June
at three locations in Southern Indiana:

   -- Approximately 30 workers at the Cummins Fuel Systems Plant
      in Columbus will be laid off effective June 1.

   -- Approximately 50 workers at the Cummins Industrial Center in
      Seymour will be laid off effective June 1. The plant
      manufactures high horsepower engines used in industrial,
      power generation, marine and military applications.

   -- Approximately 30 workers in the Heavy Duty Machining
      operation at Columbus Engine Plant will be laid off
      effective June 29. The operation machines cylinder blocks
      and heads for heavy duty engines produced by Cummins in
      Jamestown, N.Y.

These job reductions are in response to further weakening demand
for engines and components as a result of the global recession,
and are consistent with our efforts to align manufacturing
capacity and costs with that lower demand.

                           About Cummins

Cummins Inc. -- http://www.cummins.com/-- designs, manufactures,
distributes and services engines and related technologies,
including fuel systems, controls, air handling, filtration,
emission solutions and electrical power generation systems.
Headquartered in Columbus, Indiana, Cummins serves customers in
approximately 190 countries and territories through a network of
more than 500 company-owned and independent distributor locations
and approximately 5,200 dealer locations.  Cummins reported net
income of $755 million on sales of $14.3 billion in 2008.


CHRYSLER LLC: "No Active Plan" to Drop 3,200 Dealers in U.S.
------------------------------------------------------------
Neal E. Boudette at The Wall Street Journal reports that Chrysler
LLC Vice Chairperson Jim Press said that the Company currently has
"no active plan" to drop any of its 3,200 dealers in the U.S.

Chrysler is working on "contingencies" to reduce its dealers as
part of its restructuring in bankruptcy court, WSJ says, citing
Mr. Press.  "We have contingencies but they are not active now,"
the report quoted Mr. Press as saying.

According to court documents, Chrysler might eliminate more than
800.

Chrysler, says WSJ, asked and got permission to pay $753 million
to dealers for the incentives.  According to WSJ, Chrysler said
that it wouldn't reimburse some of its dealers for price discounts
that were given to clients.  Court documents say that Chrysler
assumed it would pay dealers it intends to keep in its sales
network once it emerges from Chapter 11 bankruptcy.  WSJ reports
that many dealers started getting money they were owed, but there
are those who didn't.  Mr. Press, according to the report, said
that 18 of the dealers weren't paid, but they will soon receive
payments.  The missed payments were due to a switch to a new bank
account set up after Chrysler filed for bankruptcy, the report
states, citing Mr. Press.

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 Protect Suppliers Holding Production Tooling
-------------------------------------------------------------
Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to grant, subject to procedures,
adequate protection to certain potential lienholders to permit the
recovery of tooling used in the production of their vehicles.

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 S.p.A. 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.

Given the cessation of operations at the Idled Facilities, the
Debtors currently are contemplating the potential sale of the
Idled Facilities as well as any related vehicle platforms.  In
connection with their efforts, the Debtors anticipate that they
may need to marshal certain valuable machinery, jigs, dies,
gauges, molds, patterns, equipment, tooling and other personal
property previously dedicated and tailored to the production of
component parts incorporated into the Debtors' vehicles at the
Idled Facilities.

Although the Debtors typically have manufactured some of the
component parts incorporated into the vehicles they produce, the
vast majority of these component parts are produced by outside
suppliers, Ms. Ball relates.  She adds that because the production
of component parts is particularly capital intensive, the Debtors
historically have funded certain of these production costs for
their outside suppliers.

Ms. Ball tells the Court that the Debtors regularly have purchased
various types of Production Tooling for use by their suppliers.
She explains that although the Production Tooling is owned by the
Debtors, it is located at the suppliers' facilities and used by
the suppliers solely in the production of vehicle parts for the
Debtors.

In addition to helping the suppliers financially, the Debtors'
purchase of Production Tooling provides the Debtors with the
flexibility to move production to a new supplier if circumstances
warrant or to collect the tooling in connection with a sale of
their businesses and assets, Ms. Ball further explains.

In recent years, the Debtors have purchased between $600 million
and $900 million in Production Tooling annually, Ms. Ball
discloses.  She says that millions of dollars' worth of Production
Tooling currently in the possession of the Debtors' suppliers was
dedicated to the production and assembly of vehicle platforms at
the Idled Facilities.

Because the Debtors have paid for -- and own -- the Production
Tooling, Ms. Ball asserts that the Production Tooling is property
of the Debtors' estates within the meaning of Section 541(a) of
the Bankruptcy Code even though possession is maintained by
suppliers.

The Debtors seek the Court's authority to implement these
procedures if and when necessary to satisfy a supplier's request
for adequate protection:

  * If the Debtors seek to recover Production Tooling from a
    supplier that is asking for adequate protection of its
    interest, the Debtors may file with the Court, and serve
    on the supplier, a notice which will describe (a) the
    Production Tooling for which a replacement lien is to be
    provided to the supplier, which will be identical in
    validity, extent and priority to any possessory lien on the
    Production Tooling held by the supplier at the time of the
    Debtors' recovery of the Production Tooling; and (b) whether
    the Debtors and the supplier have reached a consensual
    agreement regarding the return of the Production Tooling.

  * Where the Debtors and a supplier have not reached a
    consensual agreement regarding the return of Production
    Tooling, the Replacement Lien Notice will further set forth:

       (a) the Debtors' demand for the return of the Production
           Tooling;

       (b) the supplier's obligation to comply with the Debtors'
           demand for return of the Production Tooling and
           otherwise assist and cooperate with the Debtors in
           their efforts to recover possession of the Production
           Tooling, in accordance with the supplier's duties
           under Section 542 of the Bankruptcy Code; and

       (c) that the supplier will have 10 business days from
           the date of the Debtors' service of the Replacement
           Lien Notice to arrange for the return of the
           Production Tooling to the Debtors, with the costs of
           recovery to be borne by the Debtors.

  * Upon a supplier's relinquishment of possession of Production
    Tooling subject to a Replacement Lien Notice, the
    Replacement Lien will automatically attach thereto.

  * If a supplier fails to comply with a demand for return of
    the Production Tooling set forth in a Replacement Lien
    Notice or otherwise fails to assist and cooperate with the
    Debtors in their efforts to recover possession of the
    Production Tooling in a timely fashion, or withholds
    possession of the Production Tooling from the Debtors, the
    Debtors will be authorized to seek immediate entry of an
    order requiring the supplier to appear before the Court to
    show cause why it should not be found to have willfully
    violated Sections 362 and 542(a) of the Bankruptcy Code and
    why it should not be required to immediately turn over any
    Production Tooling to the Debtors.

  * The hearing on an order to show cause may be scheduled on an
    expedited basis, provided that no hearing on an Order to
    Show Cause will be scheduled upon less than two business
    days' notice of a hearing to the relevant supplier.

                        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 Grants Admin. Status on Postpetition Supplies
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a ruling confirming the administrative expense priority
status of Chrysler LLC's undisputed and liquidated obligations to
suppliers and service providers for the postpetition delivery of
goods and services.

The Court also authorized the Debtors to pay those expenses in the
ordinary course of their business.  The Debtors, however, are not
authorized to pay any obligations to the suppliers and service
providers where title to the goods was transferred to the Debtors
prior to their bankruptcy, the Court said.

Numerous suppliers regularly provide goods and services to the
Debtors prior to the Petition Date.  The Debtors have outstanding
prepetition purchase orders or outstanding releases under existing
purchase orders with their suppliers.

Proposed counsel to the Debtors, Corinne Ball, Esq., at Jones Day,
in New York, relates that the Debtors are currently pursuing the
prompt approval and consummation of their transaction with Fiat
S.p.A. or a similar transaction with a competing bidder.  Pending
that sale, the Debtors have idled most operations as they conserve
their resources while at the same time ensuring that the
facilities are prepared to resume normal production schedules
quickly upon the completion of a sale and consumers are not
impacted by the filing, she cites.  Immediately upon the
consummation of the Fiat transaction, the Debtors anticipate their
manufacturing and assembly facilities to resume normal operations
under the ownership of new Chrysler.

"Under the circumstances, in many cases, the Debtors will not wish
to take delivery of additional goods or receive additional
services after the Petition Date while their manufacturing
facilities are idled," Ms. Ball says.

The Debtors, however, aver that they continue to operate certain
parts depots and are maintaining their facilities to be prepared
to restart quickly in connection with a sale.  In support of these
activities, the Debtors may wish to have certain goods delivered
to them or to have certain services performed after the filing of
their Chapter 11 cases to help preserve and maximize the value of
their assets, according to Ms. Ball.

Under these circumstances, the Debtors expect their suppliers to
perceive a risk that they will not be paid or may be treated as
prepetition general unsecured creditors for the cost of any
shipments made or services provided after the Petition Date.  This
perceived risk, Ms. Ball notes, may be enhanced given the idling
of the Debtors' operations.  In effect, she continues, the
suppliers may even refuse to ship goods or provide services to the
Debtors.

Accordingly, the Debtors asked the Court to issue a ruling
pursuant to Sections 105, 363(c) and 503(b)(1)(A) of the
Bankruptcy Code confirming:

  (i) the administrative expense priority status of the Debtors'
      undisputed and liquidated obligations to suppliers and
      service providers for the postpetition delivery of goods
      and services; and

(ii) that the Debtors have authority to pay those expenses in
      the ordinary course of their business.

                        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: May Maintain Existing Bank Accounts
-------------------------------------------------
Chrysler LLC and its affiliates sought and obtained, on an interim
basis, permission from the U.S. Bankruptcy Court for the Southern
District of New York to continue their existing bank accounts.

In connection with their cash management system, the Debtors
maintained approximately 96 foreign and domestic bank accounts in
the ordinary course of their businesses.  They manage cash
receipts and disbursements through these bank accounts.  The Bank
Accounts include concentration, collection, disbursement, demand
deposit, payroll and benefits, and other special purpose accounts.

A list of the Chrysler Bank Accounts is available for free at:

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

Corinne Ball, Esq., at Jones Day, in New York, proposed counsel to
the Debtors, assures the Court and parties-in-interest that all of
Chrysler's domestic Bank Accounts are maintained at financial
institutions insured by the Federal Deposit Insurance Corporation
or the Federal Savings and Loan Insurance Corporation.

The Debtors utilized the Bank Accounts, on a regular basis, as
part of the Cash Management System.  Thus, to avoid substantial
disruption of their ability to manage cash, the Debtors sought the
Court's authority to continue using their existing Bank Accounts
and allow those Accounts to be maintained with the same account
numbers to assist the Debtors in accomplishing a smooth transition
to Chapter 11.

The Debtors also asked Judge Arthur Gonzalez to authorize their
banks to honor their requests to open or close any bank account,
provided that any new domestic account is established at a bank
insured with the FDIC or the FSLIC and that is organized under the
laws of the United States; or in the case of accounts that may
carry a balance exceeding insurance limitations, that new domestic
account must also be on the list of authorized bank depositories
for the
Southern District of New York.

"To protect against the possible inadvertent payment of
prepetition claims, the Debtors immediately will advise their
Banks not to honor checks issued prior to the Petition
Date, except as otherwise expressly permitted by an order of the
Court and directed by the Debtors," Ms. Ball assures Judge
Gonzalez.  She maintains that the Debtors have the capacity to
draw the necessary distinctions between prepetition and
postpetition obligations and payments without closing the Bank
Accounts and opening new ones.

                        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 Waives Sec. 345 Deposit Rules on Interim Basis
------------------------------------------------------------------
Chrysler LLC obtained interim approval from the U.S. Bankruptcy
Court for the Southern District of New York to invest and
deposit funds in accordance with their Investment Guidelines,
notwithstanding that the guidelines may not strictly comply in all
respects with the approved investment guidelines set forth in
Section 345 of the Bankruptcy Code.

All excess funds generated by Chrysler and its affiliates are
historically maintained in domestic bank accounts insured by the
United States through Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation, or invested in low
risk investments through the Debtors' investment accounts.

Section 345(b) of the Bankruptcy Code provides that any deposit or
other investment made by a debtor, except those insured or
guaranteed by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States, must be secured by either a bond
in favor of the United States that is secured by the undertaking
of a corporate surety approved by the United States Trustee for
the relevant district or the deposit of securities of the kind
specified in Section 9303 of the Money and Finance Code.  Section
345(b) provides further, however, that a bankruptcy court may
allow the use of alternatives to approved investment guidelines
"for cause."

Although their Investment Guidelines may not strictly comply with
the approved investment guidelines identified in Section 345 in
all cases, the Debtors' deposits and investments nevertheless are
safe, prudent, and designed to yield the maximum reasonable net
return on the funds invested, taking into account the safety of
the deposits and investments, proposed counsel to the Debtors,
Corinne Ball, Esq., at Jones Day, in New York, had told the Court.

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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

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

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


CHRYSLER LLC: Court Enforces Automatic Stay on All Creditors
-----------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York has entered a ruling, under Section
362 of the Bankruptcy Code, that says all persons and all foreign
or domestic governmental units are stayed, restrained and enjoined
from, among other things:

  (a) commencing or continuing any judicial, administrative or
      other proceeding against the Debtors, including the
      issuance or employment of process that was or could have
      been commenced before any of the Debtors' Chapter 11 cases
      were commenced;

  (b) recovering a claim against any of the Debtors that arose
      before the commencement of any of their Chapter 11 cases;
      and

  (c) taking any action to obtain possession of property of any
      of the Debtors or of property from any of the Debtors.

Judge Gonzalez also prohibited all persons and all foreign or
domestic governmental units, pursuant to 365 of the Bankruptcy
Code, from modifying or terminating any executory contract or
unexpired lease, or any right or obligation under that contract or
lease, at any time after the commencement of the cases solely
because of a provision in the contract or lease that is
conditioned on:

  (a) the insolvency or financial condition of a debtor at any
      time before the closing of the Debtors' cases;

  (b) the commencement of the cases; or

  (c) the appointment of a trustee in the cases.

Pursuant to Sections 362 and 365 of the Bankruptcy Code, all
parties to an executory contract or unexpired lease with one or
more of the Debtors will continue to perform their obligations
under the contract or lease until the contract or lease is assumed
or rejected by the Debtors or otherwise expires by its own terms.

The order, however, will not affect the exceptions contained in
Sections 362(b), 365(b)(4) and 365(e)(2) of the Bankruptcy Code or
the right of any party-in-interest to seek relief from the
automatic stay in accordance with Section 362(d) or with respect
to an unexpired lease or executory contract under Section 365.

The Court further ruled that pursuant to Section 525 of the
Bankruptcy Code, all foreign and domestic governmental units are
prohibited and enjoined from:

  (a) denying, revoking, suspending or refusing to renew any
      license, permit, charter, franchise or other similar grant
      to the Debtors;

  (b) placing conditions upon a grant to the Debtors; or

  (c) discriminating against the Debtors with respect to a
      grant, solely because the Debtors are debtors under the
      Bankruptcy Code, may have been insolvent before the
      commencement of the cases or are insolvent during the
      pendency of the cases.

Chrysler LLC and 24 of its debtor affiliates, in its request for
the order, said that a ruling enforcing the "automatic stay" in
their Chapter 11 cases is necessary.

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

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

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

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

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

                        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: 1-800 to Ramp Up Stock of Replacement Cooling Parts
-----------------------------------------------------------------
1-800-Radiator responded to Chrysler's bankruptcy filing with an
announcement that it will be ramping up its stock levels of
replacement cooling parts for Chrysler automobiles.

1-800-Radiator estimates over one million cooling system
replacement parts will be needed in the next 12 months for
Chrysler models currently on the road.

The Company projects that Chrysler's Town and Country Van will
lead the list, with approximately 116,000 cooling replacement
parts, followed by the PT Cruiser with 113,000 and the Sebrings
with 47,000 replacements.

Radiators, condensers and compressors are projected to comprise 75
percent of all Chrysler cooling parts replacements.  Evaporators,
dryers, heaters, fan assemblies and expansion valves will comprise
most of the rest.

"People are going to need to get their cars repaired at increasing
rates, now that fewer new cars are being sold," says Mike Rippey,
CEO of 1-800-Radiator.  "We will continue to be the leading
provider of cooling and air conditioning parts to the nation's
auto repair shops, especially now with the possible closures of
many of the U.S. automakers' parts suppliers."

1-800-Radiator estimates most cooling part replacements due to
wear-and-tear will occur in Chryslers eight to nine years old.
These replacements will consist primarily of radiators and air
conditioning parts.  These will account for nearly 70 percent of
all replacements.  Most of the remaining 30 percent will come from
crash repairs.  The average Chrysler crash replacements will occur
in models two to three years old.  Crash replacement parts will
consist mainly of condensers, fan assemblies and radiators.

1-800-Radiator is also increasing stock levels for General
Motors and Ford vehicles in light of the uncertainties faced by
the automakers and the projected closings of more than one
thousand dealers.

1-800-Radiator is North America's established authority regarding
automotive cooling and heating replacement parts.  In its 268
nationwide locations, 1-800-Radiator receives nearly seven million
phone calls from customers annually.  Data from all phone calls
are tabulated daily to gain the clearest picture on up-to-the-
minute automotive market demand by region, in the U.S. and Canada.

                      About 1-800-Radiator

1-800-Radiator is the largest independent parts distributor in the
nation.  The company continues to increase market share through
added product lines and acquisitions.  The 1-800-Radiator business
model provides retail and wholesale customers with radiators
delivered to their doorstep in a matter of hours at competitive
pricing.  To its franchisees, 1-800-Radiator provides state-of-
the-art software technology, along with 24-7 support. For more
information about the company or available franchises for
sale, go to: http://www.1800radiator.com


                        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)


CLARK'S LTD: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clark's Ltd
           dba Clark's Fine Jewelry
           dba Clark Jewelers
        2191 N Rock Road
        Wichita, KS 67226

Bankruptcy Case No.: 09-11344

Chapter 11 Petition Date: May 6, 2009

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

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  245 North Waco
                  Ste 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  Email: ebn1@redmondnazar.com

Total Assets: $1,590,894

Total Debts: $1,037,437

According to its schedules of assets and liabilities, $851,520 of
the debt is owing to secured creditors, $62,844 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
15 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/ksb09-11344.pdf

The petition was signed by Gary L. Clark, president of the
Company.


COHR HOLDINGS: S&P Downgrades To 'CCC+' on Liquidity Profile
------------------------------------------------------------
Standard & Poor's Ratings Services said May 6 it lowered its
corporate credit rating on Cohr Holdings Inc. (d/b/a Masterplan
Inc.) to 'CCC+' from 'B-'.  At the same time, it lowered the
rating on the company's senior secured first-lien credit
facilities to 'CCC+' from 'B-'.  The outlook is negative.

"The action reflects our heightened concern regarding the
company's liquidity profile, as well as its highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Alain Pelanne.  The Company's very concentrated customer base and
uncertain business prospects are additional factors.  "Recent cash
burn, while mainly due to one-time items, has exceeded our
expectations," added Mr. Pelanne, "and the company's liquidity
will be a key rating factor in the near term."


CONSTELLATION BRANDS: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Constellation Brands
Inc. and revised the Rating Outlook to Stable from Negative.  STZ'
ratings are:

  -- Issuer Default Rating at 'BB-';
  -- Bank credit facility at 'BB-';
  -- Senior unsecured notes at 'BB-';
  -- Senior subordinated notes at 'B+'.

Fitch's ratings apply to STZ's approximately $2.4 billion credit
facilities, $2.1 billion of senior unsecured debt, and
$250 million of senior subordinated notes.

STZ's ratings and Outlook reflect the company's leading global
market positions and well-known portfolio of wine, spirits and
beer brands, the general stability of its operations and high
leverage, although considerable strides have recently been made
regarding debt reduction.  In addition, liquidity has improved
with a considerable reduction in term debt repayment requirements
and availability of $708 million under its revolver (as of
April 20, 2009).  Any further rating actions will be driven by
operating margins and the level of debt reduction balanced against
acquisitions and stock repurchases over time.

For fiscal 2010, slowing growth in the premium wine market and the
imported beer market in the U.S., limited wine growth
internationally, and continuing operational difficulties in Great
Britain and Australia are challenges.  This combined with
divestitures in fiscal 2009 will result in lower revenue in fiscal
2010.  Operating income will also be pressured by these factors as
well as potentially weaker equity income from Crown Imports.
However, cost savings will occur as a result of previous
restructurings and the global initiative.  Additionally, interest
expense is expected to meaningfully decline.

After generating essentially flat free cash flow of $378 million
in fiscal 2009, free cash flow is expected to decline in fiscal
2010.  A $65 million tax payment related to the sale of the value
spirits business, higher capital expenditures and estimated
$80 million in cash costs regarding a global restructuring
initiative will affect free cash flow in fiscal 2010.

STZ's debt reduction is a positive step regarding its ratings.
Total debt outstanding as of February 28, 2009, amounted to
$4.4 billion, down $824 million from February 29, 2008.  The
reduction in debt was due to solid free cash flow generation and
proceeds from asset dispositions.  Subsequent to February 28,
2009, STZ used proceeds from the sale of its value spirits
business to prepay $260 million of term loans.  Further debt
reduction is expected in fiscal 2010 as STZ expects to repay
GBP155 million of Sterling notes due in November 2009 with free
cash flow generation.

As a result of rapid deleveraging, debt protection measures have
improved with total debt/adjusted EBITDA plus equity income down
to 5.1 times (x) from 6.0x last year and adjusted EBITDA plus
equity income/interest expense up to 2.7x from 2.5x.  Further
improvement in these measures is expected over the next couple of
years with sustained debt reduction.

In fiscal 2009, net sales decreased 3% to $3.7 billion due
primarily to the impact of year-over-year currency exchange rate
fluctuation.  Branded wine sales were flat at $3 billion as sales
gains in North America offset declining revenues in Europe and
Australia/New Zealand.  Spirits sales increased 1% to $419 million
for the year, led by a 50% gain for SVEDKA Vodka and solid
performance of Black Velvet Canadian Whisky.

Wines segment operating income increased $63 million to
$622 million in fiscal 2009.  Spirits operating income decline
$2 million to $70 million, while equity earnings from its 50%
interest in the Crown Imports joint venture totaled $252 million,
a decrease of 1%.

The reporting of a material weakness as part of its assessment of
internal controls for fiscal 2009 is not considered a critical
event.  STZ determined there were some inventory reporting issues
at its Australian subsidiary.  The error has been corrected and
internal controls improved in this area.

STZ is a leading international producer and marketer of beverage
alcohol with a broad portfolio of brands across the wine, spirits
and imported beer categories.  The company is the world's largest
wine producer and has a leading market position in each of its
core markets, which include the U.S, Canada, U.K., Australia and
New Zealand.  In addition to its market leading position in wine
in the U.S., the company is also a leading producer and marketer
of distilled spirits in the U.S.  STZ also supplies imported beer
in the U.S. through its investment in a joint venture with Grupo
Modelo, S.A.B. de C.V.


COYOTES HOCKEY: NHL May Ask Court to Dismiss Chapter 11 Filing
--------------------------------------------------------------
Mike Sunnucks and Chris Casacchia at Phoenix Business Journal
report that the National Hockey League is expected to ask the Hon.
Charles G. Case II of the U.S. Bankruptcy Court for the District
of Arizona to dismiss a Chapter 11 filing by Dewey Ranch Hockey
LLC and its affiliates.

According to Business Journal, the NHL took control of the team on
Tuesday after team owner the Debtors filed for bankruptcy.
Business Journal relates that part of the Chapter 11 filing calls
for the hockey team to be sold for $213 million to a Canadian
businessman who wants to move the team from Glendale to Ontario,
Canada.

Business Journal states that the NHL and the city of Glendale,
where the Coyotes Hockey have a 30-year lease to play at
Jobing.com Arena, have opposed owner Jerry Moyes' efforts to sell
the team Phoenix Coyotes to Research in Motion CEO Jim Balsillie.

NHL Deputy Commissioner Bill Daly said in a statement that the
league would appear as the Coyotes owner in bankruptcy court.

The Coyotes should remain in Arizona, Business Journal says,
citing NHL Commissioner Gary Bettman.  According to the report,
Mr. Bettman questioned whether Mr. Moyes had the authority to file
bankruptcy and sell the team.

Business Journal reports that the NHL lent money to the Phoenix
Coyotes in February 2008, a deal that included provisions to take
over the team if need be.  Mr. Moyes and the NHL, Business Journal
relates, have been seeking possible investors and new owners.

Mr. Bettman said in a statement, "This is about the league rules
and the enforceability of our rules, whether or not Mr. Moyes even
had the authority to file a bankruptcy petition is something we're
going to get into.  This is more about the tactic and I think a
challenge to league rules than it is about economic conditions of
the club, which we believe, with new ownership and with
accommodations the city of Glendale is prepared to make, we think
can succeed."

The bankruptcy filing gives the federal bankruptcy court the power
to decide whether the league or Moyes owns the team, Business
Journal states, citing Dan Gaffney, a bankruptcy attorney for
Snell & Wilmer LLP.  Mr. Gaffney, Business Journal relates, said
that bankruptcy courts can undo lease terms and could help Mr.
Moyes avoid NHL restrictions on the team's sale.

       Coyotes Bankruptcy May Bring Wayne Gretzky Millions

Eric Morath posted on The Wall Street Journal blog that NHL's all-
time leading scorer, Wayne Gretzky, would receive a big windfall
if the Phoenix Coyotes hockey team succeeds in selling itself to
BlackBerry baron Jim Balsillie.

Mr. Gretzky, says WSJ, is Phoenix Coyotes' coach and minority
owner.  According to WSJ, Mr. Gretzky is slated to receive an
$8 million payment for deferred compensation under Mr. Balsillie's
offer to purchase the Coyotes out of bankruptcy.

Court documents say that Mr. Gretzky could see an additional
$14.5 million payment if he exercises an option in his contract to
resign due to a change in ownership.

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates,
which own the Phoenix Coyotes team and franchise in the National
Hockey League, filed for Chapter 11 bankruptcy protection on
May 5, 2009 (Bankr. D. Ariz. Case No. 09-09488).  Thomas J.
Salerno, Esq., at Squire, Sanders & Dempsey, LLP, assists the
Debtors in their restructuring efforts.  Dewey Ranch listed $100
million to $500 million in assets and $100 million to $500 million
in debts.


CRUCIBLE MATERIALS: Files Chapter 11 Due to Auto Downturn
---------------------------------------------------------
Bloomberg's Bill Rochelle said that secured lenders owed $64.5
million will provide as much as $69.4 million in financing for the
Chapter 11 effort of Crucible Materials Corporation and Crucible
Development Corporation.  The DIP financing, Mr. Rochelle relates,
will decrease in amount after May 29.

The Crucible entities filed on May 6, 2009, voluntary petitions
for relief under Chapter 11 before the U.S. Bankruptcy Court for
the District of Delaware.

Crucible said its management team had hoped to avoid the necessity
of seeking bankruptcy relief, but in light of the current economic
downturn and the resulting drop in the demand for Crucible's
products, especially in the automotive sector, determined that
immediate and decisive action was needed in order to preserve and
protect the value of the company for all of its stakeholders,
including its employees.

Crucible intends to continue operating while it seeks to
implement, with the assistance of its legal and financial
advisors, a strategy for reorganizing and emerging from Chapter 11
as a leaner and more profitable company.

"We had hoped to restructure our debt outside of Chapter 11", said
David Robbins, Chairman and Chief Executive Officer.  "However,
given the current economic crisis and the prolonged downturn in
the marketplace, we determined that filing would be the best
option in order to achieve a sustainable long-term financial
structure, and to save jobs."

Crucible is a producer and distributor of specialty metals and
powders with manufacturing facilities in New York and
Pennsylvania, a research facility in Pennsylvania, and service
centers throughout North American.  Crucible, owned by its 1,000
employees, operates two plants and 12 regional service centers.

Crucible Materials Corp. and an affiliate filed for Chapter 11 on
May 6, 2009 (Bankr. D. Del. Case No. 09-11582).  Judge Mary F.
Walrath handles the case.   The Debtors have tapped  Mark Minuti,
Esq., at Saul Ewing LLP, as counsel.  They also tapped Duff &
Phelps Securities LLP as investment banker and  RAS Management
Advisors LLC as business advisor.  Epiq Bankruptcy Solutions LLC
is the claims agent.  Crucible Materials said its assets and debts
both range from $100 million to $500 million.


CUMMINS INC: Chrysler Bankruptcy Forces Closure of Columbus Plant
-----------------------------------------------------------------
Cummins Inc. said a number of job actions affecting its
manufacturing operations in Southern Indiana.

The Company is temporarily closing the Columbus MidRange Engine
Plant in Walesboro, just outside Columbus, as a result of
Chrysler's decision last week to idle its manufacturing operations
while it undergoes bankruptcy reorganization.

CMEP is the sole manufacturing site for the 6.7-liter turbo diesel
engine used in the heavy-duty Dodge Ram pickup truck.  The plant
will close effective May 15 and be down until Chrysler resumes
pickup truck production.

Chrysler's Dodge Ram manufacturing plant in Saltillo, Mexico,
which closed Monday, is expected to be idle for at least four
weeks and Chrysler has indicated that its entire manufacturing
operation could remain closed for nine weeks or longer.

The shutdown affects a total of approximately 690 workers at CMEP.
Cummins will layoff approximately 610 hourly workers - 560 members
of the Diesel Workers Union and 50 members of the Office Committee
Union. The Company plans to redeploy as many of the 80 exempt
employees in the plant as possible throughout its Southern Indiana
operations.

The last work day for most of the hourly employees at CMEP will be
May 13.  A small staff will be retained through the end of May to
complete the shutdown process.

"The engines we produce for Chrysler make up virtually all the
demand at CMEP, and without the Chrysler production it is not
economically feasible to operate the plant," said Jim Kelly,
President of the Engine Business. "There is considerable
uncertainty around Chrysler and when it will resume manufacturing
operations, which makes it necessary for us to take this difficult
action.

"At the same time, the Dodge Ram is a valuable part of Chrysler's
product portfolio, and the Cummins turbo diesel engine for the
heavy-duty pickup has been a key part of the Ram's success for
more than two decades.  We are hopeful that once Chrysler emerges
from its reorganization, demand for our award-winning engine will
return."

In actions unrelated to the Chrysler bankruptcy, Cummins also said
will permanently layoff approximately 110 hourly workers in June
at three locations in Southern Indiana:

   -- Approximately 30 workers at the Cummins Fuel Systems Plant
      in Columbus will be laid off effective June 1.

   -- Approximately 50 workers at the Cummins Industrial Center in
      Seymour will be laid off effective June 1. The plant
      manufactures high horsepower engines used in industrial,
      power generation, marine and military applications.

   -- Approximately 30 workers in the Heavy Duty Machining
      operation at Columbus Engine Plant will be laid off
      effective June 29. The operation machines cylinder blocks
      and heads for heavy duty engines produced by Cummins in
      Jamestown, N.Y.

These job reductions are in response to further weakening demand
for engines and components as a result of the global recession,
and are consistent with our efforts to align manufacturing
capacity and costs with that lower demand.

                           About Cummins

Cummins Inc. -- http://www.cummins.com/-- designs, manufactures,
distributes and services engines and related technologies,
including fuel systems, controls, air handling, filtration,
emission solutions and electrical power generation systems.
Headquartered in Columbus, Indiana, Cummins serves customers in
approximately 190 countries and territories through a network of
more than 500 company-owned and independent distributor locations
and approximately 5,200 dealer locations.  Cummins reported net
income of $755 million on sales of $14.3 billion in 2008.


DELPHI CORP: Conflicts Counsel Togut Segal Represents Chrysler
--------------------------------------------------------------
Albert Togut, Esq., a senior member at Togut, Segal & Segal LLP,
disclosed to the U.S. Bankruptcy Court for the Southern District
of New York that his firm has been selected by Chrysler LLC and
its affiliates to serve as their conflicts counsel in Chrysler's
Chapter 11 cases.  He says that prior to Chrysler's retention of
Togut Segal, his firm has advised Delphi Corp. and its lead
counsel, Skadden, Arps, Slate, Meagher & Flom LLP.  He assures the
Court that Togut Segal does not and will not represent Chrysler in
any action against Delphi, and does not and will not represent
Delphi in any action against Chrysler.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.  The company has dealers
worldwide, including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan, and Australia.

In 2007, Cerberus Capital Management LP acquired an 80.1% stake in
Chrysler for $7.2 billion.  Daimler AG kept a 19.9% stake.

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

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

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

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

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

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

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


DELPHI CORP: Court Okays Bidding Protocol for Brakes Business
-------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered an order on April 30, 2009,
approving bidding procedures to govern the sale of Delphi Corp.'s
Brakes and Ride Dynamics Businesses to Beijingwest Industries Co.,
Ltd., for $90 million, free and clear of liens, and subject to
higher bids.

These deadlines will apply:

        May 11, 2009      Deadline or all bids to the Brakes
                          Business to be received by the Debtors.

        May 14, 2009      Deadline for parties to file objections
                          to the Sale.

        May 15, 2009      Auction Date, to be conducted if at
                          least one Qualified Bid is received.

        May 21, 2009      Date for the Debtors to seek approval
                          of the Brakes Business Sale to
                          Beijingwest or the Successful Bidder.

To address objection lodged by the Pension Benefit Guaranty
Corporation, the Selling Debtors and Beijingwest have agreed to
modify the Master Sale and Purchase Agreement, solely with
respect to PBGC's purported liens.  The indemnifications with
respect to the title and encumbrance portions of the
representations in the Sale Agreement will survive until the
expiration of the local and applicable statute of limitations to
enforce PBGC's purported liens in the non-U.S. jurisdictions
where the acquired assets owned by the non-Debtor Sellers are
located.  Moreover, the amendment to the Sale Agreement will be
incorporated into the stalking horse bid and will be circulated
to Qualified Bidders at the auction.  The Sellers and Beijingwest
will continue to work together in order to reach a resolution to
the Purported Liens issue prior to the closing.

On behalf of the Debtors, John Wm. Butler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, filed with the
Court a list of 21 contracts the Selling Debtors will seek
authority to assume and assign to Beijingwest or the Successful
Bidder at the Sale Hearing on May 21, 2009.  A full copy of the
Contract List and the corresponding cure amounts is available for
free at http://bankrupt.com/misc/Delphi_BrakesBizContracts.pdf

Non-Debtor counterparties to U.S. Contracts to be assumed in
connection with the proposed sale will be entitled to recover
only the Cure Amounts and will be barred from asserting at the
Sale Hearing any other cure amount.  Counterparties to a U.S.
Contract to be assumed have the right to object only to the
adequate assurance of future performance by the Buyers.
Objections, if any, to the assumption and assignment of the U.S.
Contracts to be assumed, including objections asserting the
existence of a postpetition default that must be cured under
Section 365 of the Bankruptcy Code, must be filed no later than
May 11, 2009.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: EU Commission Clears Sale of Steering Biz to GM
------------------------------------------------------------
In a public statement dated April 30, 2009, the European
Commission has cleared under the EU Merger Regulation the proposed
acquisition of Delphi Corp.'s Steering Business by General Motors'
Corporation.  The Commission said that the transaction would not
significantly impede effective competition within the European
Economic Area or a substantial part of the European Union.

Upon review, the Commission noted that the merged entity would
continue to face several strong, effective competitors with
significant market shares.  The Commission also related that the
merged entity would not have an incentive to close off competing
car manufacturers' access to the Steering Business, given that the
vehicle components represent a modest fraction of the cost of a
car.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                     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.


DELPHI CORP: Former Execs Seek $6-Mil. More in D&O Defense Costs
----------------------------------------------------------------
Delphi Corp., Delphi Trust I, Delphi Trust II, certain former
Delphi officers and employees, and certain of the Debtors'
insurance companies on August 31, 2007, entered into an Insurance
Settlement Stipulation, which provided for the creation of a fund
for the defense costs of former Delphi officers and employees with
the funds to administered by the Delphi former Officers and
employees as escrow agent.  Pursuant to the Stipulation, the
escrow agent was authorized to disburse up to $1,000,000 to the
Former Delphi Officers and Employees to be used solely for defense
costs in connection with the lawsuit, In re Delphi Corporation
Securities, Derivative and ERISA Litigation, 05-md-1725 (E.D.
Mich.).

In August 2008, the parties entered into a second Court-approved
stipulation, authorizing the Escrow Agent to disburse up to
$5,000,000, inclusive of the sums already disbursed, to the Delphi
Former Officers and Employees to be used solely for defense costs.

Since then, however, several of the former officers and employees
continue to incur defense costs that require reimbursement.

Accordingly, the parties further stipulate to allow the Escrow
Agent to disburse up to $10 million of the principal amount of
funds deposited into the Escrow Account, inclusive of any sums
already disbursed, to the Delphi Former Officers and Employees to
be used solely for defense costs.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Modifies Accommodation Pact, to File Plan May 21
-------------------------------------------------------------
Delphi Corp. and its debtor affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York of a
"third amendment" to their DIP Accommodation Agreement executed
with JP Morgan Chase Bank, N.A., and certain lenders under the
$4.35 billion DIP Credit Facilities on May 6, 2009.

The Debtors and DIP Lenders have yet agreed on further amendments
of the DIP Accommodation Agreement to avoid negative consequences
the Debtors might entail in not satisfying certain DIP
Accommodation Agreement milestones.

The Debtors have filed motions seeking Court approval of (i)
amendments to their liquidity support agreement with General
Motors Corporation that would have increased GM's commitments to
the Debtors from $300 million to $450 million, and (ii) GM
exercising the Unsold Business Option of the Amended Master
Restructuring Agreement with respect to the Debtors' global
steering and half-shaft business.  The U.S. Department of
Treasury's Auto Task Force objected to both Motions, citing the
need for further opportunity to review the details of those
transactions and the alternatives with respect to the Debtors'
emergence from Chapter 11.  The Court adjourned the hearing on the
GM-related Motions to May 7, 2009, to allow further discussions
among the parties and to push for the Debtors' overall
reorganization framework to progress.  As a result of subsequent
events, the hearing on the GM-related Motions has been further
adjourned to May 21, 2009.

Delphi's agreements with GM, which would have provided significant
liquidity to the Debtors, continue to be blocked by the Auto Task
Force, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, Chicago, Illinois, relates.  In this light, he
avers, additional amendments to the DIP Accommodation Agreement
were necessary.  Thus, on March 31, 2009, the Debtors reached an
agreement with the Participant DIP Lenders to enter into a second
amendment to the DIP Accommodation Agreement.  The DIP
Accommodation Second Amendment was supplemented on April 2 and 22,
2009.  The DIP Second Amendment Second Supplement required the
Debtors to deliver to the DIP Agent by May 4, 2009, a detailed
term sheet agreed to by GM and the Auto Task Force setting forth
the terms of a global resolution of matters relating to GM's fund
contribution to the Debtors' Chapter 11 cases.  The Court
authorized the Debtors' entry of the DIP Accommodation Second
Amendment on April 23, 2009.  The DIP Second Amendment Second
Supplement modified the milestones in the DIP Accommodation
Agreement and provided interim liquidity by lowering the required
cash collateral balances to facilitate continued discussions
regarding a consensual resolution of the Chapter 11 cases.

Mr. Butler discloses that after the approval of the DIP Second
Amendment Second Supplement, the Debtors continued to seek
resolution on a Term Sheet but were unable to reach agreement by
May 4, 2009.  The parties thus agreed to further amend the DIP
Accommodation Agreement to provide the Debtors additional time and
sufficient liquidity to continue negotiations.

Accordingly, the Debtors and the DIP Lenders executed the DIP
Accommodation Third Amendment on May 6, 2009, to modify certain
provisions of the DIP Accommodation Agreement and avoid an early
termination of the Accommodation Period.

The DIP Accommodation Third Amendment sets these milestones:

   May 21, 2009  Deadline by which the Debtors are obligated to
                 deliver a Term Sheet to the DIP Agent.  Failure
                 to meet this revised deadline would constitute
                 an Accommodation Default.

   May 22, 2009  Date by which the Debtors would be required to
                 apply the Incremental Borrowing Base Cash
                 Collateral to repayment of Tranche A and B DIP
                 Loans if they have not delivered a Term Sheet to
                 the DIP Agent by May 21.

   June 2, 2009  Date by which the DIP Accommodation Agreement
                 would terminate if the requisite DIP Lenders do
                 not affirmatively notify the Debtors that the
                 Term Sheet was satisfactory.

The DIP Accommodation Third Amendment has a new section that
provides for the Debtors to agree to continue to explore
strategic alternatives for resolving their Chapter 11 cases.

The DIP Accommodation Third Amendment also contains certain fee
and expense provisions, including the payment to the Participant
DIP Lenders that consent to the DIP Accommodation Third Amendment
of an amendment fee of 20 basis points.  Other fee and expense
provisions are contained in separate fee and expense letters,
which the parties have agreed will be kept confidential.

The DIP Accommodation Third Amendment also contemplates
conditions that provide for termination under certain scenarios:

  (1) The DIP Accommodation Third Amendment will terminate on May
      12, 2009, if prior to that date:

        -- the Court has not entered an order satisfactory to the
           DIP Agent authorizing the DIP Accommodation Third
           Amendment on an interim basis and the payment of
           related fees and expenses; and

        -- the Debtors have not applied $45 million from the
           Incremental Borrowing Base Cash Collateral Accounts to
           repay the Tranche A and Tranche B DIP Loans.

  (2) The DIP Accommodation Third Amendment will terminate on
      May 23, 2009, if prior to that date the Court has not
      entered an order satisfactory to the DIP Agent authorizing
      the Third DIP Accommodation Amendment on a final basis and
      the payment of related fees and expenses.

  (3) The DIP Accommodation Third Amendment may be terminated if
      before May 12 or May 23, 2009, the Debtors have not paid
      all reimbursable fees and expenses required under the DIP
      Credit Agreement or the Expense Side Letters for which
      invoices have been submitted prior to that date.

A full-text copy of the DIP Accommodation Third Amendment
executed on May 6, 2009, is available for free:

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

Mr. Butler stresses that the Debtors' entry into the DIP
Accommodation Third Amendment is a necessary step to enable them
to maintain operations with sufficient and uninterrupted
liquidity, as they continue their complex emergence negotiations
with their stakeholders and the Auto Task Force and as they
continue to undertake efforts to formulate modifications to their
Confirmed First Modified Joint Plan of Reorganization.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DELPHI CORP: Schumer Calls for GM's Quick Reclamation of Plants
---------------------------------------------------------------
New York Senator Charles Schumer urged General Motors Corp. and
Delphi Corp. to reach an agreement, on GM's reclamation of Delphi
plants, Reuters said.

Reuters said the senator urged for an agreement by May 5, 2009.

In February 2009, GM and Delphi were in discussions on GM's
possible reclamation of Delphi plants to ensure the continued
supply of parts to GM.  It was also contemplated that reclaiming
the plants might help Delphi get exit financing and ensure that
GM's supply of parts won't be affected by any liquidation.

In a letter addressed to GM and Delphi, Senator Schumer noted that
an immediate deal will avoid a shutdown of Delphi facilities,
according to Bloomberg News.  The deal is also economical for both
parties because it maintains the existing supply chain at an
affordable cost, Bloomberg quoted Sen. Schumer as saying.

According to Sen. Schumer, the U.S. Department of Treasury's Auto
Task Force is in support of GM's possible buyback, Bloomberg
reports.

As of press time, no official agreement between Delphi and GM has
been made public.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                     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.


DELPHI CORP: Tries to Keep Exclusivity, Control of Bankruptcy Case
------------------------------------------------------------------
Delphi Corp. and its debtor affiliates tell Judge Robert D. Drain
of the U.S. Bankruptcy Court for the Southern District of New York
that due to the dramatic decline in volume in the auto industry,
they continue to negotiate with their DIP Lenders, General Motors
Corporation and the U.S. Department of Treasury's Auto Task Force
for further liquidity support.

Since negotiations are not expected to be final until late May
2009 in light of the Obama administration's June 1, 2009 deadline
for an agreement on GM's restructuring, the Debtors say they
anticipate needing more time beyond May 31, 2009, to file
appropriate plan modifications and to solicit acceptances to those
modifications.  Against this backdrop, the Debtors maintain that a
further extension of the Exclusive Periods is justified.

Specifically, the Debtors ask Judge Drain to further extend the
exclusivity period, solely as between them and the Court-approved
Statutory Committees, to:

  (a) file a plan of reorganization, through and including
      July 31, 2009; and

  (b) solicit acceptances of that plan, through and including
      September 30, 2009.

Delphi's current Exclusive Plan Filing Period expires on May 31,
2009, and the Exclusive Solicitation Period expires on July 31,
2009.

According to John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, Chicago, Illinois, the Debtors have continued
to make progress in their reorganization:

   * The Debtors, with the support of JPMorgan Chase Bank, N.A.,
     as administrative agent to their DIP Credit Facility and the
     requisite DIP Lenders, have entered into additional Court
     -approved amendments to the DIP Accommodation Agreement,
     which permit the continued use of certain of the proceeds
     from their DIP Credit Facility through June 30, 2009,
     subject to certain milestones.

   * The Debtors have been involved in ongoing negotiations with
     GM, the Auto Task Force and the DIP Lenders regarding an
     emergence capital funding structure that would facilitate
     the Debtors' emergence from Chapter 11.

   * The Debtors have obtained Court approval of procedures to
     sell their brakes and ride dynamics businesses to
     BeijingWest Industries Co. Ltd. for $90 million, about $30
     million of which would be allocated to the Selling Debtor
     Entities.

   * The Debtors have received final approval to terminate
     certain salaried retiree benefits, thereby eliminating more
     than $1.1 billion in liabilities from their balance sheet,
     and have received approval of a settlement agreement with
     the Official Committee of Eligible Retirees and the Delphi
     Salaried Retirees Association settling all appeal rights in
     connection with the termination of the retiree benefits.

   * The Debtors have reconciled most of more than 17,000 proofs
     of claim filed in these Chapter 11 cases, which have an
     aggregate value for $34 billion in liquidated amounts plus
     certain unliquidated amounts.  As of April 30, 2009, the
     Debtors have objected to 13,400 claims asserting nearly
     $10.1 billion and the Court has granted relief with respect
     to $10.5 billion in asserted liquidated claims.

   * The Debtors obtained Court approval to sell a parcel of real
     property located in Anaheim, California, to Bircher Anaheim
     Magnolia Avenue, LLC, for $20 million.

   * The Debtors have taken steps to further reduce their U.S.
     cash burn rate.

   * The Debtors have closed the sale of their exhaust business
     to Bienes Turgon S.A. de C.V. for $17 million.

   * The Debtors have conducted expert deposition discovery and
     obtained Court approval to file an Amended Complaint against
     Appaloosa Management, LP and other Plan Investor.

An Exclusivity Period extension is further justified, Mr. Butler
adds, because the markets have remained extremely volatile and
liquidity in the capital markets has been nearly frozen, resulting
in an unprecedented challenge for the Debtors to successfully
attract emergence capital funding for their Confirmed First
Modified Joint Plan of Reorganization.  As previously reported,
the Auto Task Force objected to the several agreements reached
between the Debtors and GM that intend to provide more liquidity
to the Debtors and have asked for additional time to review the
agreements and alternatives for the Debtors' reorganization.
Hearing on the GM-related matters has been adjourned to May 7,
2009, to allow further discussions with respect to the agreements
and the Debtors' overall reorganization framework in progress.
Proceedings against Appaloosa and other Plan Investors are also
still ongoing, Mr. Butler adds.

Mr. Butler also notes that the Debtors' task of negotiating plan
modifications, securing exit financing and obtaining Court
approval remain significant.  He stresses that the Debtors' cases
are large and multi-dimensional and that the scope of actions that
have been taken, and must be taken, to address those restructuring
requirements is exceedingly complex.  Thus, an extension of the
Exclusive Periods is necessary to continue progress in addressing
those complexities, he says.

Under these circumstances, the Debtors assure the Court that they
will continue to pay their bills as they become due, including the
statutory fees paid quarterly to the U.S. Trustee.

Mr. Butler maintains that the Debtors' request for an extension of
the Exclusive Periods as between the Debtors and the Statutory
Committees is not a negotiation tactic.  On the contrary, he
elaborates, the Debtors continue to negotiate with certain of
their stakeholders, as evidenced in the amendments to the DIP
Accommodation Agreement.  The Debtors' next steps will include
negotiating and finalizing modifications to the Confirmed Plan and
obtaining emergence capital funding necessary to emerge from
Chapter 11, he discloses.

The Court will consider the Debtors' request on May 21, 2009.
Objections are due no later than May 14.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DR HORTON: Fitch Assigns 'BB' Rating on $400 Mil. Senior Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to D.R. Horton's
proposed $400 million in convertible senior notes due 2014.  The
Rating Outlook is Negative.  Proceeds will be used for general
corporate purposes, including repayment or repurchase of
outstanding indebtedness.  This offering was an opportunistic
access of the capital markets which might not be as accessible to
homebuilders in the future.  Liquidity was enhanced at a lower
cost than the debt it is likely to replace with limited
constraints from covenants.  The debt- to-capital ratio as of
March 31, 2009, rose to 55.1% on a pro forma basis, but the pro
forma net debt-to-capital ratio is only 34.3%.  DHI's long-term
net debt-to-capital ratio is expected to remain below 45%.

Fitch lowered DHI's Issuer Default Rating and senior unsecured
rating in mid-December 2008 from 'BB+' to 'BB'.  The senior
subordinated debt rating was lowered from 'BB-' to 'B+'.  The
downgrades reflected the very difficult housing environment and
Fitch's expectations that housing activity will be more
challenging than previously anticipated throughout calendar 2009.
The recessionary economy and impaired mortgage markets are, of
course, contributing to the housing shortfall.  The ratings
changes also reflected negative trends in DHI's operating margins,
further deterioration in credit metrics (especially interest
coverage and debt/EBITDA ratios), erosion in tangible net worth
from non-cash real estate charges and operating losses, which have
led to atypically high leverage.  DHI's liquidity position
provides a buffer and supports the current ratings.  Fitch notes
that it is likely there will be positive operating cash flow
generation in Fiscal 2009, excluding income tax refunds of
$621.7 million received in the fiscal 2009 first quarter and an
estimated $55 million to be realized in the fourth quarter.  Fitch
projects cash flow generation of $400-500 million, excluding
refunds, in fiscal 2009.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity (including the impact of high cancellation
rates on such activity), gross and net new order activity, debt
levels and free cash flow trends and uses.

DHI's ratings are based on the company's execution of its business
model in the current housing correction, steady capital structure,
geographic and product line diversity, and the company's above
average growth during the past housing expansion.  DHI had been an
active consolidator in the homebuilding industry, which had kept
debt levels a bit higher than its peers.  But management also
exhibited an ability to quickly and successfully integrate its
many acquisitions.  During fiscal 2002 DHI completed its largest
acquisition in absolute size (Schuler Homes).  However, DHI made
no acquisitions in fiscal 2003 through the first quarter of fiscal
2009.  It also appears that DHI may be less acquisitive of
companies in the future as it primarily focuses on harvesting the
opportunities within its current and adjacent markets.

DHI maintains a 5.7-year supply of lots (based on last 12 months
deliveries), 80.5% of which are owned and the balance controlled
through options.  (The options share of total lots controlled is
down sharply over the past three years as the company has written
off substantial numbers of options.)  The company maintains a 4.6-
year supply of owned lots.

The ratings also manifest DHI's historic aggressive, yet
controlled growth strategy and its relatively heavy speculative
building activity (which had lessened late in the last up-cycle).
The company has historically built a significant number of its
homes on a speculative basis (i.e. begun construction before an
order was in hand).  DHI successfully executed this strategy in
the past.  Nevertheless, Fitch was more comfortable with the more
modest 'spec' targets of 2004 and 2005.  At present 'spec' counts
are somewhat high for DHI as with certain other builders because
of higher than normal cancellation rates and market conditions
that favor 'spec' building.

DHI ended the March 2009 quarter with $1.48 billion of cash on the
balance sheet and $275 million of availability under its
$1.65 billion unsecured revolving credit facility.  As noted
earlier, the company expects to receive a tax refund of
$55 million in its fiscal 2009 fourth quarter.  As of March 31,
2009, DHI was in compliance with all the covenants under its
revolving credit facility, which matures in December 2011.
However, with its substantial cash balance and expected future
cash position, the company does not anticipate a need to borrow
from the facility for the remainder of its term.  Therefore, DHI
has chosen to terminate the facility.  The company has provided
notice to its lenders participating in the facility and expects
the termination to be effective May 11, 2009.  DHI expects to save
over $3 million annually in non-use fees as a result of
terminating its revolving credit facility.  Perhaps, more
importantly, this strategy provides more flexibility for DHI in
its efforts, as needed, to access meaningful capital.

During the fiscal 2009 second quarter, DHI repaid the outstanding
principal of $460 million of its 5% and 8% senior notes, which
became due on January 15, 2009 and February 1, 2009, respectively.
Also during the quarter, the company repurchased $77.8 million
principal amount of its outstanding notes with maturities beyond
2009 for a total purchase price of $75.3 million, plus accrued
interest.  Subsequent to March 31, 2009, DHI repurchased a total
of $25.2 million principal amount of its outstanding notes for a
total purchase price of $23.7 million, plus accrued interest.


EUROFRESH INC: U.S. Trustee Appoints 5-Member Creditors Committee
-----------------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in Eurofresh, Inc., and Eurofresh Produce Ltd.'s Chapter
11 cases:

The Committee members are:

1. U.S. Bank National Association, Indenture Trustee
   Attn: Diana Jacobs
   PD-WA-T7CT
   1420 5th Avenue, 7th Floor
   Seattle, WA 98101
   Tel: (206) 344-4680
   Fax: (206) 344-4632

2. Apollo Investment Corporation
   Attn: Gerald Girardi
   9 W. 57th Street, 37th Floor
   New York, NY 10019
   Tel: (212) 822-0607
   Fax: (646) 417-6653

3. Barclays Bank PLC
   Attn: Holly Kim
   1620 26th Street, No. 2000N
   Santa Monica, CA 90404
   Tel: (310) 907-0453
   Fax: (310) 828-5747

4. John Christner Trucking
   Attn: Daniel Christner
   P.O. Box 1900
   Sapulpa, OK 74067
   Tel: (918) 227-6641
   Fax: (918) 248-3032

5. Southwest Gas Corporation
   Attn: Randy Gabe
   LVB-106
   P.O. Box 98510
   Las Vegas, NV 89193-8510
   Tel: (702) 876-7193
   Fax:  (702) 365-5904

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

                       About Eurofresh, Inc.

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


EUROFRESH INC: Amends List of Creditors Holding Unsecured Claims
----------------------------------------------------------------
Eurofresh, Inc., and Eurofresh Produce Ltd. filed with the U.S.
Bankruptcy Court for the District of Arizona an amended list of
their largest unsecured creditors, disclosing:

      Entity                 Nature of Claim       Claim Amount
      ------                 ---------------       ------------
Redwood Capital Management         Notes           $2,500,000
Attn: Sean Sauler
910 Sylvan Avenue, Suite 130
Englewood Cliffs, NJ 07632-3306

Montis                             Contract        $1,522,125
Attn: Johan van den Berg
Klinkaardstraat 223
B-2950 Kapellen, Belgium

John Christner Trucking            Contract        $1,372,244
Attn: Bob Snell
19007 W. Hwy. 33
Sapulpa, OK 74066

Southwest Gas Corp                 Utility           $822,177
Attn: Melissa Miller
1850 9 TH ST
Douglas, AZ 85607-3953

Fertizona                          Trade             $677,570
Attn: Steve Fenn
P.O. Box 519
Willcox, AZ 85644

BRS Tomato Acquisition             Contract          $672,140
Attn: Tom Baldwin
126 East 56th Street
New York, NY 10022

Bank of American Capital Investors Contract          $672,140
Attn: Mary Hunt
100 N Tryon Street, 25th Floor
Charlotte, NC 28255-0001

Az.Corrrectional Industries        Contract          $653,597
Attn: Bill Branson
Arizona State Prison Complex -
Safford
Safford, AZ 85546

Rene Produce LLC                   Contract          $525,321
Attn: Alberto Flores
P.O. Box 1178
Nogales, AZ 85628

Pacheco Farm Labor                 Contract          $336,316
Attn: Amanda Plaza
160 Potter Street
Shafter, CA 93263

Maquila International, Inc.        Contract          $269,675
Attn: Humberto Ramirez
235 N. Freeport Drive
Nogales, Arizona 85621-0000

International Paper                Trade           $192,379

Bioparques de Occidente            Trade           $153,807

SSVEC-Primary                      Utility         $133,451

Smurfit Stone Containers
Enterprises, Inc.                  Trade           $127,057

Seminis Vegetable Seeds                            $117,032

Blue Creek Produce LLC Tom         Trade           $104,540

De Ruiter Seeds, Inc.              Trade           $102,598

Sierra Southwest Cooperative
Sevices                            Utility          $77,487

BioBest USA Inc                    Trade            $65,144

CHEP Equipment Pooling Systems     Trade            $65,028

Mullinix Packages, Inc             Trade            $61,127

Koppert Biological Systems         Trade            $58,608

                       About Eurofresh, Inc.

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


EVA-TONE INC: Expects to File Plan "Within Several Business Days"
-----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Eva-Tone Inc., maker of
CDs and DVDs based in Clearwater, Florida, said in a court filing
that it expects to file a reorganization plan "within several
business days."

The report relates that the Company has disclosed in its
schedules, about $11.3 million in both assets and debt.  The
secured lender is listed as being owed $2.3 million.

Revenue fell to $28 million in 2008 from $36 million in 2007.

Headquartered in Clearwater, Florida, Eva-tone Inc. --
http://www.evatone.com-- offers audio duplication, compact
disc and CD-ROM replication.  The company filed for Chapter 11
protection on November 3, 2008 (Bankr. M.D. Fla. Case No.
08-17445).  Rod Anderson, Esq., at Holland & Knight LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $10 million and
$50 million each.


GARY RICHARDS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Gary Richards
               Diane Richards
               605 NE 13th Street
               Casey, IL 62420

Bankruptcy Case No.: 09-60328

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (Effingham)

Judge: Kenneth J. Meyers

Debtors' Counsel: Steven M. Wallace, Esq.
                  Kunin Law Offices LLC
                  412 Missouri Ave
                  East St Louis, IL 62201-3016
                  Tel: (618) 274-0434
                  Fax: (618) 274-8369
                  Email: swallace@kuninlaw.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/ilsb09-60328.pdf

The petition was signed by the Joint Debtors.


GENERAL GROWTH: Replaces Pershing Square as DIP Lender
------------------------------------------------------
General Growth Properties, Inc., and its 386 debtor affiliates
seek permission from Judge Allan Gropper of the U.S. Bankruptcy
Court for the Southern District of New York to obtain $400
million of senior secured debtor-in-possession loans from a group
of lenders composed of holders of unsecured obligations of the
Debtors.

The $400 million DIP financing replaces the $375 million
committed by Pershing Square Capital Management, L.P., which
owned 24% of General Growth's equity before the company filed for
bankruptcy.

The new DIP Loan Lenders and their loan commitments are:

  Lender                                       Committed Amount
  ------                                       ----------------
  Farallon Capital Management, L.L.C.            $210,000,000
  Luxor Capital Group                             110,000,000
  Canpartners Investments IV, LLC                  25,000,000
  Perry Principals Investments LLC                 25,000,000
  Whitebox Combined Partners LP                    11,000,000
  Whitebox Hedged High Yield Partners LP            6,000,000
  Whitebox Convertible Arbitrage Partners LP        5,000,000
  Pandora Select Partners LP                        2,000,000
  Whitebox Special Opportunities Fund Series B      1,000,000
  Delaware Street Capital Master Fund, L.P.         5,000,000
                                               ----------------
      Total DIP Commitments                      $400,000,000
                                               ================

A draft copy of the revised DIP Credit Agreement is available for
free at http://bankrupt.com/misc/ggp_revisedDIP.pdf

The Debtors' proposed counsel, Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges, LLP, in New York, relates that since
April 16, 2009, the Debtors have engaged in a non-stop effort to
improve on the terms of the DIP loan, negotiating with numerous
additional parties as well as the original proposed DIP Lender,
Pershing Square.  That process, she says, has resulted in a
significantly improved DIP financing facility.

Aside from the increased loan amount, the material differences
between the Pershing DIP Agreement and the revised DIP Credit
Agreement are:

                        Pershing                Revised
Term                 DIP Agreement          DIP Agreement
----                 -------------          -------------
Warrant              Ability to acquire            None
                      up to 4.9% of
                      equity securities

Conversion to        Ability to convert     Ability to convert
Equity Feature       all or a portion       all or a portion
                      of outstanding DIP     of outstanding DIP
                      loan into up to 5%     loan into up to 6%
                      of reorganized         of reorganized
                      equity                 equity or to post-
                                             emergence debt

Loan Draw            Fully funded           Fully funded
Requirements         at closing             at closing

Collateral           Includes senior lien   Includes senior
Package              on unencumbered        lien on
                      collateral, junior     unencumbered,
                      lien on encumbered     collateral, junior
                      collateral and         liens on
                      senior lien on cash    unencumbered and
                      collateral             junior lien on
                                             cash collateral

Pricing              LIBOR plus 12%         LIBOR plus 12%
                      (with a LIBOR Floor    (with a LIBOR Floor
                      of 3%)                 of 2.25%)

The Revised DIP Loan, Ms. Goldstein contends, provides the
Debtors with flexibility and optionality for their exit from
Chapter 11 by permitting conversion of the loan to post-emergence
equity.

The Revised DIP Loan has significant improvements, including:

  * Eliminating the proposed warrant to acquire up to 4.9% of
    the equity in the Debtors pursuant to any plan of
    reorganization;

  * $25 million in additional borrowing capacity;

  * Increasing the term of the loan by six months, from 18
    months to 24 months;

  * Adding to Debtors' option to convert the Revised DIP Loan
    into equity at emergence another option to convert the
    Revised DIP Loan to post-emergence debt; and

  * Lower interest rate and lower overall cost of borrowing.

The Revised DIP Loan also offers the Debtors the ability to
eliminate most of the major objections by mortgage lenders and
others concerning cash collateral and adequate protection issues
as follows:

  * Granting secured mortgage lenders, as adequate protection, a
    first priority security interest in the account within the
    centralized cash management system that holds the cash
    transferred from the properties;

  * Granting secured mortgage lenders as adequate protection a
    silent, second priority lien on the properties currently
    securing the Prepetition Goldman Facility;

  * Additional financial reporting to secured mortgage lenders
    entitled to adequate protection in accordance with those
    lenders' original loan documents; and

  * Compliance with certain leasing covenants in the secured
    mortgage loan agreements.

A blacklined copy of the revised DIP Agreement versus the
Pershing DIP Agreement is available for free at:

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

Approval of the Revised DIP Loan, use of cash collateral, and
continued use of the prepetition cash management system are
essential to the Debtors' ability to operate in Chapter 11 and
should be approved, Ms. Goldstein maintains.  The relief
requested, she points out, is modest in scope and scale and is
designed to allow the Debtors to operate in Chapter 11 the same
way they operated outside of Chapter 11 -- as an integrated
enterprise -- with appropriate protections for all parties-in-
interest.  The Revised DIP Loan, she adds, will provide
additional liquidity for the benefit of all Debtors, and all
secured lenders, cushioning the Debtors against unforeseen
circumstances, and ensuring they will be able to continue funding
the operation and maintenance of each of their properties.

Ms. Goldstein further maintains that access to the Revised DIP
Loan will ensure and enhance the Debtors' ability to provide the
centralized management services essential to the success of each
property, just as they did prepetition.  Likewise, use of cash
collateral will provide the Debtors with the liquidity necessary
to pay the direct operation and maintenance expenses of each
property, as well as the costs of the corporate infrastructure
and the employees who actually perform the services necessary to
operate each shopping center, just as was done prepetition.
Maintaining the prepetition cash management system will allow the
Debtors to continue sweeping cash into a centralized bank account
held by Debtor GGP Limited Partnership, and enable payment of all
expenses from centralized disbursement accounts and retention of
any excess cash -- a system to which no mortgage lender objected
prepetition.

The Revised DIP Loan eliminates the warrant on the post-emergence
equity interests of the company, mooting the numerous objections
to this feature of the original proposed financing, Ms. Goldstein
asserts.  The Revised DIP Loan, she adds, resolves an issue that
pervades many of the Objections of secured lenders by permitting
the Debtors to grant to secured lenders, as adequate protection
for the Debtors' use of their cash collateral:

  (x) first-priority replacement liens in the Debtors' bank
      account containing the cash concentrated from the
      properties; and

  (y) a silent second lien on the properties currently securing
      the Prepetition Goldman Facility, in each case to the
      extent the respective lender's project entity has a net
      intercompany receivable for any diminution in the value of
      their collateral (after taking into account the value of
      the prepetition collateral).

These replacement liens will be granted to the secured lenders,
in addition to a lien on the intercompany claims of their
specific Debtor borrowers.  In addition, the adequate protection
offered by the Debtors to these secured lenders provides for
additional reporting requirements and compliance with certain
leasing covenants, addressing other concerns raised by some of
the objecting parties.

           Eurohypo, et al., Want DIP Request Denied

Eurohypo AG, New York Branch, as administrative agent for $1.51
billion 2008 Facility Lenders, and 19 other parties-in-interest,
in separate filings, objected to, and ask the Court to deny
approval of, the Debtors' request to access the $375 million
Pershing Square DIP Loan:

* Deutsche Bank Trust Company Americas;
* Bank of America, N.A.;
* AllState Life Insurance Company;
* Wells Fargo Bank, N.A.;
* U.S. Bank National Association;
* Goldman Sachs Mortgage Company;
* ING Clarion Capital Loan Services LLC;
* Elliot Associates, L.P.;
* Prudential Insurance Company of America;
* Principal Life Insurance Company;
* CWCapital Asset Management LLC;
* New York Life Insurance Company;
* Metropolitan Life Insurance Company;
* KBC Bank, N.V.;
* FRM Funding Company;
* Teachers Insurance and Annuity Association of America;
* 2006 Lenders;
* American General Life Insurance Company; and
* Property Level Lenders, a list of which is available for free
  at http://bankrupt.com/misc/GenGrowth_PropLevelLenders.pdf

(1) Eurohypo

Eurohypo complains that the Pershing DIP Financing Motion seeks
to disregard the operating agreements of single purpose entities
and ignore those SPEs' separate existence by placing second
mortgages on the 2008 Facility Borrowers for the benefit of the
Debtors who are non-borrowers under the 2008 Facility.

Eurohypo argues that the 2008 Facility Borrowers have no need for
the DIP Loan and will not receive the proceeds of the DIP Loan.
By making the 2008 Facility Borrowers liable to repay loans to
other separate entities, approval of the DIP Loan Agreement would
prejudice the 2008 Facility Lenders' rights to seek dismissal or
to exercise their rights under Section 362(d)(3) of the
Bankruptcy Code since the DIP Loan would entangle the 2008
Facility Borrowers with the other non-borrower Debtor-affiliates
that dismissal could be foreclosed, Eurohypo asserts.

Eurohypo also complains that the Debtors seek to grant a senior
lien to the DIP Lenders in all postpetition rent and all other
cash collateral of the 2008 Facility Lenders despite the 2008
Facility Lenders' lien under Section 552(b)(2).  More
importantly, Eurohypo complains that the Pershing DIP Loan
Agreement attempts to undermine the "blanket mortgage" structure
of the 2008 Facility by permitting payment of only of the portion
of the outstanding balance of the 2008 Facility which has been
allocated to the property being sold.  The Pershing DIP Loan
Agreement cannot rewrite the 2008 Facility in this fashion,
Eurohypo argues.  Accordingly, Eurohypo asks the Court to deny
the DIP Financing Motion.

Eurohypo filed a declaration by Jeffrey D. Ganz to support its
objection.  A full-text copy of the declaration is available for
free at http://ResearchArchives.com/t/s?3c86

(2) Deutsche Bank

Deutsche Bank, as administrative agent for lenders to Debtor
Fashion Show Mall, LLC, complains that the proceeds of the DIP
Financing will not confer any meaningful benefit to the Fashion
Show Borrower-Debtor, let alone serve as a necessary means to
preserve the assets of its estate.

The terms of the DIP Financing Agreement and the absence of
appropriate subordination of the DIP Liens to the Fashion Show
Agent's first liens on the Fashion Show Property imposes
unsupportable burdens on the Fashion Show Debtor and its secured
creditors, in violation of the prior decisions of the Court and
Section 364, Deutsche Bank further complains.

The Fashion Show Agent asks the Court to deny the DIP Motion
insofar as it seeks DIP Fashion Show Guaranties and Liens.

Deutsche Bank, as administrative agent for lenders to Debtor
Shoppes at Palazzo and second lien holder to the Fashion Show
Mall pursuant to the Palazzo Loan, raises the same objection as
they relate to the Shoppes at Palazzo Loan and Fashion Show 2nd
Lien Notes.

Deutsche Bank filed declarations by James Rolison and Donald
Berger in support of its objection.  Full-text copies of the
declarations are is available for free at:

  * http://ResearchArchives.com/t/s?3c84
  * http://ResearchArchives.com/t/s?3c85

(3) BofA and Wells Fargo

The Debtors seek approval of the DIP Financing even though they
have no actual need for the financing, BofA, as holder of $225
million mortgage loan with Debtor Tysons Galleria L.L.C., tells
the Court.

BofA also complains that the DIP Financing violates state law in
that the incurring of additional indebtedness and granting of a
junior lien on Tysons' collateral constitutes ultra vires acts
beyond the scope of its corporate authority.  BofA asserts that
the Debtors fail to provide the requisite showing of both the
necessity for the DIP Financing and the reasonableness of its use
and terms.

Allstate Life, holder of $17.5 million Promissory Note dated
October 19, 2006, and $17.5 million Promissory Note dated
October 19, 2006, adopts BofA's Objection.

In a joint filing, BofA and Wells Fargo, owners and holders of
seven separate loans made to eight debtors secured by mortgages
on 16 separate properties, complain that it is unclear whether
any assets of the Non-Debtor Borrowers are intended to be used to
secure the proposed DIP Loans.

Wells Fargo, as trustee for holders of Banc of America Commercial
Mortgage, Inc., Commercial Mortgage Pass-through Certificates,
Series 2006-2, stresses that the since the Debtors admitted that
they do not require DIP Financing imminently but rather on a
long-term basis, fundamental fairness dictates against granting
the Motion at this juncture before the Court has had an
opportunity to evaluate whether the applicable Debtors' Chapter
11 petitions should be dismissed.  Wells Fargo complains that the
Debtors fail to cite any reason justifying the proposed prompt
repayment of the Debtors' obligations under the Prepetition
Goldman Facility.  Wells Fargo notes that absent repayment, the
DIP Financing is not necessary because the Debtors will end the
13-week period with $87 million of available cash even without a
DIP Loan.  Accordingly, Wells Fargo asserts that the DIP
Financing cannot be approved to the extent that any proceeds are
to be used to maintain, repair or improve the its collateral
because the Debtors have not shown that it is unwilling to make
postpetition advances on more favorable terms.

(4) U.S. Bank

U.S. Bank objects to the entry of final order to the DIP
Financing Motion to the extent that it grants a priming lien
against the Debtors' Main Operating Account without adequate
protection against the diminution in the value of its collateral.

U.S. Bank asks the Court to:

   (i) deny approval of the DIP Financing Motion to the extent
       it seeks to impose the Priming Lien; or

  (ii) order that U.S. Bank be given adequate protection against
       the Priming Lien in the form of U.S. Bank's retaining a
       first priority right of setoff, to the extent of
       $1,717,336 in the Main Operating Account, with priority
       over all other liens and interest, including the Priming
       Lien.

(5) Goldman Sachs

Goldman Sachs, as administrative agent under the Bridge Loan
Agreement, files this objection to preserve the rights of the
Bridge Loan Lenders to challenge the sufficiency of the adequate
protection package proposed by the Debtors in the event the
Debtors' motion for approval of proposed DIP financing is denied
or otherwise results in all or any portion of the Bridge Loan
remaining unpaid.  Goldman Sachs reserves its rights and the
rights of the Bridge Loan Lenders with respect to the language to
be contained in the DIP Financing Order, which it hopes to
resolve with the Debtors before the hearing.

(6) ING Clarion

ING Clarion, as special servicer for certain lenders, points out
that the properties under the loans have positive cash flow, and
the Clarion Debtors have no need for the proposed postpetition
financing.  However, the Clarion Lenders will be subjected to
diminution in the value of their collateral, inasmuch as the
Clarion Debtors must guaranty the DIP Financing and the DIP
Lenders will receive junior liens on the Clarion Properties and
senior liens on the Clarion Lenders' cash.  Against this
backdrop, ING Clarion asserts that the Debtors, the DIP Lenders
and Agent, and possibly other affiliates of the Debtors are the
sole beneficiaries of this scheme, while the Clarion Debtors bear
the risk.

ING Clarion asks the Court to deny at this time the Debtors' DIP
Financing Motion to the extent it requires the guaranties of, and
imposes any other obligations on, the Clarion Debtors and the
Clarion Properties.  At a minimum, the Court should carve out the
Clarion Debtors and the Clarion Properties from the guaranty,
lien grant and other obligations under the proposed DIP Financing
until time as the Court can dispose of ING Clarion's motion to
dismiss certain debtors' Chapter 11 cases pending before the
Court, ING Clarion adds.

(7) Elliot Associates

Elliot Associates objects to the DIP Financing Motion on the
basis that the roll-up of the Goldman Prepetition Facility is
unnecessary under the circumstances and the financing does not
represent the best financing available to the Debtors.  Elliot
Associates tells the Court that its proposal is far superior to
the proposed DIP Financing Agreement because the Elliot Proposal
dispenses with the roll-up of the Goldman Prepetition Facility.
Elliott Associates reserves its right to supplement this
objection, seek discovery, and introduce evidence at any hearing
relating to the DIP Motion and this objection.

(8) Prudential Entities

Prudential Insurance and Prudential Retirement Insurance and
Annuity Company formerly known as CIGNA Life Insurance Company,
lender of a $50,000,000 loan to Debtor Harborplace Borrower, LLC,
asks the Court to deny the Motion as to Prudential's borrowers
and also as to Harborplace, as owned by one of Prudential's
borrowers.  Prudential tells the Court that there is no reason
for its borrowers or their assets to be the subject of any liens
of any kind for any DIP financing that is wholly unnecessary.
Prudential insists that there is no evidence that Prudential's
borrowers need any new or additional financing or has there been
any payment default or demonstration of a need for additional
financing by Prudential's borrowers.

(9) Principal Life

Principal Life, holder of notes secured by mortgages or deeds of
trust and rents and other revenues on six Shopping Center
Properties, objects to the extent that the proposed terms of the
DIP financing would adversely affect its rights and interests
without any adequate protection provided.

(10) CW Capital, et al.

CWCapital, J.E. Robert Company, Inc., Midland Loan Services,
Inc., and Orix Capital Markets, LLC, acting solely in their
capacities as special services for the trustees of 40 trusts,
argue that the Motion is fatally flawed because it seeks to:

  -- direct all trust Debtor cash flows to a consolidated
     account owned and controlled by the Debtor corporate
     parent;

  -- subordinate the Trusts' first priority liens in those cash
     proceeds to the corporate parent DIP Lender;

  -- replace the loss of the Trusts' first priority liens in
     proceeds with illusory junior liens;

  -- permit 60% of the DIP funds to be paid to Goldman Sachs,
     with the remainder being used for cash needs having nothing
     to do with the Trust Debtors;

  -- encumber all of the property owned by the Trust Debtors in
     favor of the DIP Lenders;

  -- make key bankruptcy remedies available to the Trusts,
     including obtaining orders granting relief from stay and
     dismissal of the SPE bankruptcy cases subject to the
     consent of DIP Lenders; and

  -- compel the Trusts to fund administrative costs of these
     bankruptcy cases out of their cash collateral scrutiny.

Declarations by Jeffrey A. Wiseman, Ned Smith, Charles Crouch,
and Demetrios J. Morakis were submitted to support CWCapital's
Objection.  Full-text copies of the declarations are available
for free at:

  * Wiseman Declaration http://ResearchArchives.com/t/s?3c86
  * Smith Declaration http://ResearchArchives.com/t/s?3c87
  * Crouch Declaration http://ResearchArchives.com/t/s?3c88
  * Morakis Declaration http://ResearchArchives.com/t/s?3c89

(11) New York Life

New York Life objects to the Motion as it relates to Debtor GGP-
North Point, Inc. because (i) GGP-North is solvent and adequately
capitalized and will not receive any benefit from, and will be
significantly burdened by the Motion; and (ii) the implementation
of the Motion may constitute a fraudulent conveyance and approval
of the relief would be a breach of fiduciary duties of GGP-North
Point's directors.

New York Life adds that the Debtors did not offer any business or
other justification for GGP-North Point's guarantee of, or grant
of liens to secure, the obligations arising under the DIP Credit
Agreement or any evidence that the Debtors' entry into the DIP
Credit Agreement benefits GGP-North Point in any way.  New York
Life also joins in CWCapital's Objection.

(12) Metropolitan Life

Metropolitan Life, lender to $307 million loans to four Debtors
and co-lender and servicer for KBC Bank, N.V., points out that
the Debtors did not explain how the DIP financing benefits each
of Debtor's estate.  Since the DIP Loan is being used to pay down
the Goldman Prepetition Facility for which the Borrowers
currently have no liability, the Cash Collateral would be
dissipated if the Goldman Collateral ultimately proves
insufficient to pay the principal and interest obligations
incurred under the DIP Loan as a result of the Goldman
Paydown, Metropolitan Life stresses.  In addition, as set forth
in the Motion, if a lien is granted on the assets of the Senior
Loan Borrower, it will effectively prime Metropolitan Life's
mezzanine loan collateral, Metropolitan Life asserts.

In another filing, KBC joins in Metropolitan Life's Objection.

(13) FRM

FRM, a holder of first priority mortgage of Debtor Fox River
Shopping Center, LLC's real property, argues that despite the
fact that Fox River does not require any borrowing under the DIP
Financing, Fox River is saddled with $375 million of guaranty
obligations.  FRM points out that the Debtors did not only fail
to establish that the DIP Financing is necessary to Fox River's
estate, the Debtors also fail to provide any authority for
violating Fox River's formation agreements.  FRM stresses that it
is unfair to use solvent Debtors to finance the operations of
insolvent Debtors with no realistic provision for repayment or to
prime the prepetition lenders' liens without acknowledging it.

(14) Teachers Insurance

Teachers Insurance, creditor to the New Debtors and project-level
Debtors, asserts that the Debtors failed to show that the DIP
Facility, which the New Debtors and Project-Level Debtors will be
forced to guarantee, will in any way benefit their estates, nor
that using the DIP Facility to repay the Prepetition Goldman
Facility is beneficial to the New Debtors' and Project-Level
Debtors' creditors.  Teachers Insurance stresses that neither the
New Debtors nor the Project-Level Debtors are obligors under the
Prepetition Goldman Facility nor did they receive the proceeds of
the Prepetition Goldman Facility.  Teachers Insurance thus
asserts that it should not be forced to upstream its cash
collateral in order to refinance the prepetition debts that
neither the New Debtors or Project-Level Debtors incur.
Accordingly, Teachers Insurance asks the Court to deny the Motion
as it relates to the New Debtors and Project-Level Debtors.

(15) American General

American General, lender to certain Debtors, argues that the DIP
Financing does not provide any benefit to the applicable Debtors.
American General points out that it will be stripped of its
replacement lien proposed as adequate protection, since the DIP
lenders will granted first priority security interest in the
concentration account as well as superpriority administrative
claim senior to the intercompany claims.  American General notes
that because the DIP Financing is being used to pay down the
Prepetition Goldman Facility, the cash collateral would be
dissipated if the Goldman collateral ultimately proves to be
insufficient to pay the principal and interest obligations
incurred under the DIP Financing.

(16) Property Level Lenders

The Property Level Lenders ask the Court to deny the Motion
because there is no basis for obligating the Property Level
Debtors on the DIP Facility and granting junior liens on the
collateral securing the Property Level Loans in order to provide
DIP financing for other Debtors without any showing that the
Property Level Debtors will benefit from the financing.  The
Property Level Lenders stress that the positive cash flow of the
Property Level Debtors contradicts the Debtors' assertion that
the Property Level Debtors need any of the $375 million of the
DIP Financing.  Moreover, the Debtors' proposal to use 60% of the
DIP funds to satisfy the Prepetition Goldman Facility is without
any benefit to the Property Level Debtors' estates.

A full-text copy of a declaration by Job Warshaw, filed in
support of the Property Level Lenders' DIP Objection, is
accessible for free at http://ResearchArchives.com/t/s?3c82

A full-text copy of a declaration by Tom Floyd, filed in
furtherance of the Property Level Lenders' DIP Objection, can be
accessed for free at http://ResearchArchives.com/t/s?3c83

       Wilmington Trust & 2006 Lenders Reserve Rights

Wilmington Trust Company, as indenture trustee for 3.98% exchange
notes due 2027 and the ad hoc consortium of holders of Notes,
says it has material concerns regarding certain aspects of the
Debtors' DIP Financing but, in furtherance of the Debtors'
obligation to obtain postpetition credit on the terms most
favorable to their estates, Wilmington Trust and the Noteholders
state that they understand that the Debtors are engaged in
earnest and good faith efforts to obtain postpetition financing
on terms materially more favorable than those described in the
Motion.

Wilmington Trust and the Noteholders support the Debtors'
continued efforts in that regard, and reserve their rights to
comment on the financing that will be ultimately presented to the
Court, and to oppose the previously negotiated facility to the
extent that more favorable terms are available to the Debtors'
estates.

In a separate filing, the Lenders under the Second Amended and
Restated Credit Agreement dated February 24, 2006, explain that
instead of filing an objection to the DIP Agreement, they will
review the Debtors' Omnibus Response to DIP Objections.  By this
statement, the 2006 Lenders reserve their rights to object to
terms and conditions during hearing of the Motion on May 8, 2009.

           Debtors Insist DIP Financing is Necessary

The secured lenders assertion that the Pershing DIP financing is
unnecessary because their particular Debtors generate positive
cash flow and therefore do not need financing is a myopic
assertion and ignores the way the Debtors operate, Marcia L.
Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New York, the
Debtors' proposed counsel, argues.

To continue their business uninterrupted and preserve value at
each property, the Debtors need sufficient liquidity to operate
the entire national platform and provide centralized management
services for the duration of the Chapter 11 cases, Ms. Goldstein
maintains.  The consequences of insufficient liquidity would be
severe and felt at every one of the Debtors' properties.  If the
Debtors run out of cash and cannot pay the employees who provide
essential services to all properties, and the other centralized
operating costs of the enterprise, the value of every property
will suffer, she tells the Court.

Ms. Goldstein assures the Court and the parties-in-interest in
the Debtors' Chapter 11 cases that the Revised DIP Loan provides
an appropriate and prudent cushion on liquidity to ensure
continued operations through the Chapter 11 cases.

In response to the objections, the Debtors argue that:

  (a) the Objecting Parties cite no authority, and the Debtors
      are aware of none, holding that the relief the Debtors'
      request constitutes substantive consolidation;

  (b) it is common for multiple debtors with DIP financing
      arrangements involving joint and several obligations to
      the DIP lender to continue to use of prepetition cash
      management systems that sweep cash from multiple
      subsidiaries and concentrate it at one entity;

  (c) the relief requested in the DIP Motion or the Cash
      Management Motion is not inconsistent with the
      requirements of organizational documents or loan
      documents, and even if it were, the provisions of the
      Bankruptcy Code that specifically authorize the Court to
      approve DIP financing and authorize use of cash collateral
      prevail over any contractual arrangements to the contrary
      and

  (d) it was the collapse of the real estate market generally in
      the second half of 2008 and the commercial mortgage backed
      securities markets in particular that precipitated the
      Debtors' cases, not vice versa.

Ms. Goldstein filed with the Court on April 27, 2009, supplements
to the Debtors' DIP Credit Agreement.  Full-text copies of the
DIP Credit Agreement Supplements are available for free at:

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

The Court will convene a hearing on May 8, 2009, to consider
approval of the revised DIP Facility.  Objections were due May 1.

                       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 GROWTH: Amicus Brief re Asset Isolation Concept Filed
-------------------------------------------------------------
The Commercial Mortgage Securities Association, an international
trade organization representing firms and individuals actively
engaged in commercial real estate capital market finance
activities; and Mortgage Bankers Association, an organization
representing service providers relating to housing and community
financing needs, filed a joint amicus curiae brief with respect to
the bankruptcy filing of individual property owner subsidiaries of
General Growth Properties, Inc.

The amicus brief, CMSA and MBA tell Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York, is
not being delivered in opposition to any particular motion but to
present information on the implications for commercial real estate
finance of certain positions that GGP takes in its filings to date
with respect to this issue from the perspective of a wide range of
market participants, including capital providers, servicers,
investors and major trade associations committed to preserving and
expanding the flow of debt capital into commercial real estate.

As reported by the Troubled Company Reporter, ING Clarion Capital
Loan Services, LLC, asked the Court to dismiss the bankruptcy
cases of each of these Debtors:

   (1) Bakersfield Mall LLC;
   (2) RASCAP Realty, Ltd.;
   (3) Visalia Mall, L.P.;
   (4) GGP-Tucson Mall L.L.C.;
   (5) Lancaster Trust;
   (6) HO Retail Properties II Limited Partnership;
   (7) RS Properties Inc.;
   (8) Stonestown Shopping Center L.P.; and
   (9) Fashion Place, LLC.

CMSA and MBA note that the filings by the myriad single-purpose
subsidiaries of GGP that actually hold title to the real estate
assets, along with the declarations filed by GGP, raise a critical
issue at the heart of the market for commercial real estate
finance, as well as for structured finance markets in general that
in the aggregate constitute a significant share of non-bank
lending in the United States.  The issue, central to the
functioning of these markets, is asset isolation and the critical
role it plays in almost all forms of structured finance,
particularly in the market for commercial mortgage-backed
securities, CMSA and MBA points out.

On behalf of CMSA and MBA, Joseph Philip Forte, Esq., at Alston &
Bird LLP, in New York, tells Judge Gropper that CMSA and MBA and
their members are "gravely concerned" with the filings by the
individual Property Owners as part of the GGP Chapter 11 filing
and the catastrophic impact that a precedent, if it stands, could
have on the CMBS market, as well as on structured finance and the
broader capital markets that rely on the same principles of asset
isolation in the architecture of securitization.

The twin components of asset isolation are (i) separateness
covenants and (ii) narrow limitations on the lender's general
agreement not to pursue recourse liability.  The CMBS market and
structured finance generally rely on the concept of asset
isolation.  This reliance, Mr. Forte tells the Court, would be
shattered if GGP and the Property Owners are permitted to ignore
the structures to which they have agreed and from which they have
profited handsomely.

Mr. Forte notes that in many of the filings, GGP and the Property
Owners are defined collectively as the "Debtors' without
acknowledgement of the separate and independent nature of those
entities.  The Debtors further state that their business is run
as an integrated enterprise with management centralized in its
Chicago, Illinois headquarters.  These statements, Mr. Forte
tells the Court, are extraordinarily troubling.

The statements, Mr. Forte points out, suggest that the agreement
that each Property Owner made with its lenders is a sham and that
prima facie respect for the corporate structure -- among the most
settled principals in the law of business organizations -- is
discarded without reason or analysis.  He notes that through its
many subsidiaries, GGP was one of the most active and aggressive
participants in the CMBS market, and it is quite reasonable to
assume that they understood the content of the Separateness
Covenants.  However, he says it now appears GGP looks to
summarily recharacterize each of Property Owners and all GGP
affiliates as one enterprise with all assets held for the benefit
of the collective whole.  And this approach, Mr. Forte tells the
Court, would be disastrous to the world of real estate finance.

A full-text copy of the CMSA/MBA Amicus Brief is available for
free at http://ResearchArchives.com/t/s?3c92

                      ING's Motion to Dismiss

ING Clarion is special servicer for loans entered by nine debtors
and a group of lenders, a list of which is available for free
at http://bankrupt.com/misc/GenGrowth_ClarionLenders.pdf

ING relates that the nine debtors are parties to one or more of
these prepetition loans for which ING acts as servicer:

   Loan               Debtor            Loan Amount    Maturity
   ----               ------            -----------    --------
   Valley Plaza       Bakersfield and    $95.4-Mil.    07/11/33
   Shopping Center    RASCAP

   Tucson Mall        GGP-Tucson Mall   $119.2-Mil.    10/31/33

   Park City Center   Lancaster Trust   $150.9-Mil.    10/01/10

   Washington Park    HO Retail           $12.1-Mil.   04/01/14
   Mall               Properties

   Regency Square     RS Properties       $94.9-Mil.   07/01/10
   Mall

   Stonestown Mall    Stonestown         $215.6-Mil.   09/01/11

   Fashion Place      Fashion Place      $144.4-Mil.   10/05/10

   Visalia Mall       Visalia Mall        $41.7-Mil.   07/11/28

On behalf of ING, Todd C. Meyers, Esq., at Kilpatrick Stockton
LLP, in Atlanta, Georgia, relates that each of the Loan is not in
default and each of the Property has positive cash flow, and the
monthly cash flow exceeds the amounts required under the
applicable loan documents to fund escrows and reserves, pay debt
service and cover the property's operating expenses.

ING alleges that the Nine Debtors' Chapter 11 cases were
commenced in bad faith and should be dismissed for cause pursuant
to Section 1125(b).  In addition to the fact that the bankruptcy
filings by all of the Property Owners likely will wreak havoc
with the structured finance markets if permitted to proceed, from
the standpoint of the Clarion Debtors, the cases were not filed
for a legitimate reorganizational purpose, Mr. Meyers iterates.

As shown in the status of the Clarion Debtors, there is no
imminent threat to their financial viability, Mr. Meyer points
out.  The mortgage loan on the property of each Clarion Debtor is
a performing loan and there are no imminent maturities for any of
those loans, and some of which have maturity dates as far into
the future as the year 2033.  None of the loans is also scheduled
to mature within the next twelve months and there is ample time
for the Clarion Debtors whose loans mature in 2010, to seek
refinancing or extension of their loans, he notes.

The reason that General Growth Properties, Inc., might prefer to
negotiate from a bankruptcy platform about extensions of the
loans to Lancaster Trust, RS Properties and Fashion Place is no
justification for placing them in bankruptcy, Mr. Meyer asserts.
The Nine Debtors' Chapter 11 cases, thus, do not have a
cognizable reorganizational purpose and should be dismissed as
having been filed in bad faith, he contends.

Mr. Meyers also notes that Lancaster Trust is described as an
Illinois Trust in the Loan Agreement it entered into with
Eurohypo AG, New York.  The fact that Lancaster Trust is a
"trust" raises the question whether it is eligible to be a debtor
in a case under the Bankruptcy Code, he asserts.

Judge Gropper will convene a hearing on May 8, 2009, to, among
other things, consider approval of the Debtors' DIP Financing and
Cash Collateral requests and ING Clarion's request to dismiss the
Chapter 11 cases of nine debtor affiliates.  Judge Gropper will
also hear amicus statements from CMSA and MBA during the hearing.

Judge Gropper's decision on whether the Property Owners are
separate from GGP could prove vital to the future of the nearly
$1 trillion CMBS market, Prabha Natarajan of Dow Jones Newswires
said, in agreement to CMSA and MBA's statements.

                       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 GROWTH: Lenders Balk at Bid to Use Cash Collateral
----------------------------------------------------------
Eurohypo AG, New York Branch, as administrative agent for the
lenders under General Growth Properties, Inc.'s $1.51 billion 2008
credit facility, and 21 other parties-in-interest, filed separate
responses to the request of General Growth Properties Inc. and its
debtor-affiliates to use the cash collateral securing their
prepetition indebtedness.  Most of the Objectors complain before
the U.S. Bankruptcy Court for the Southern District of New York
that the Debtors' proposed adequate protection to prepetition
lenders are inadequate.

The Court will convene a hearing later today, May 8, 2009, to
consider final approval of the Motion.

The other objectors are:

* Wilmington Trust Company;
* Deutsche Bank Trust Company Americas;
* Bank of America, N.A.;
* Allstate Life Insurance Company;
* Wells Fargo Bank, N.A.;
* U.S. Bank National Association
* Citicorp North America, Inc.;
* Goldman Sachs Mortgage Company;
* ING Clarion Capital Loan Services LLC
* Prudential Insurance Company of America;
* Principal Life Insurance Company;
* CWCapital Asset Management LLC;
* New York Life Insurance Company;
* Ivanhoe Capital LP;
* Metropolitan Life Insurance Company;
* KBC Bank, N.V.;
* FRM Funding Company;
* Teachers Insurance and Annuity Association of America;
* Sandelman Partners LP;
* American General Life Insurance Company; and
* Property Level Lenders, a list of which is available for free
   at http://bankrupt.com/misc/GenGrowth_PropLevelLenders.pdf

(1) Eurohypo

Eurohypo complains that the Debtors seek to improperly use cash
collateral of the 2008 Facility Lenders by shifting cash from the
cash flow positive 2008 Facility Borrowers to the Debtors who are
non-borrowers under the 2008 Facility.  Eurohypo argues that the
proposed lien on Intercompany Claims is illusory and, in any
event, could leave the 2008 Facility Lenders with an
administrative claim against one or more administratively
insolvent estates or an uncollectable "administrative claim"
against one or more non-Debtor affiliates.

To adequately protect the 2008 Facility Lenders, Eurohypo
suggests that not only should interest be paid currently as well
as all potential property level, the 2008 Facility Lenders'
costs, expenses, and professional fees and expenses should also
be paid currently.  In addition, any surplus in the operations of
the 2008 Facility Borrowers' properties after payment and
maintenance of those foregoing costs should be retained by them,
since they are separate and distinct entities from the Debtors.

In support of its objection, Eurohypo filed a declaration by
Jeffrey D. Ganz, a full-text copy of which is available for free
at http://ResearchArchives.com/t/s?3c86

(2) Deutsche Bank

The Debtors' proposed use of the Fashion Show collateral is a way
to divert all Fashion Show Property revenues from the "closed
loop" cash management system to a commingled cash account that
benefits only the non-Fashion Show debtor-borrowers, Deutsche
Bank complains.  Deutsche Bank further complains that the lien on
the intercompany claims is illusory because those claims are only
unsecured rights of a Debtor affiliate against another and are
subordinated to the DIP Financing liens.  Similarly, Deutsche
Bank notes that the administrative claims are flawed because they
are subordinated to the DIP Financing Loan Liens.

Deutsche Bank says it agrees to the Debtors' use of its cash
collateral, provided that:

   -- revenues from the Fashion Show Property would be used to
      pay the capital and operating expenses and reserves
      necessary to continue without disruption of the Fashion
      Show Debtor's operations;

   -- the Fashion Show Debtor would provide monthly reporting of
      revenue and expenses;

   -- interest would continue to be paid to the Fashion Show
      Lenders; and

   -- as adequate protection for the Fashion Show Lenders, any
      excess sums would be applied to amortize the Fashion Show
      Loan.

In support of Deutsche Bank's objections, it filed the
declarations of James Rolison and Donald Berger, available for
free at:

    * http://ResearchArchives.com/t/s?3c84
    * http://ResearchArchives.com/t/s?3c85

(3) Wilmington Trust

Wilmington Trust supports the use of cash collateral by the
Debtors asserting that the nature and amount of the adequate
protection that may be offered by the Debtors to particular
lenders as to properties owned by SPE entities may still be
subject to negotiation and litigation.  Wilmington, however,
reserves its rights to review and would object to any aspects of
adequate protection of holders of Notes, including as to whether
any adequate protection is appropriate and as to whether any SPE
is properly a Debtor in these Chapter 11 cases.

(4) BofA and Wells Fargo

BofA asks the Court to deny the Debtors' use of cash collateral
because the adequate protection proposed by the Debtors is
insufficient as a matter of law and leaves its secured position
in the cash collateral effectively valueless.  BofA proposes that
any use of its cash collateral must be (i) conditioned on the
provision of appropriate, meaningful adequate protection, (ii)
limited to use for the operation of the property owned by Tysons,
and (iii) subject to other limits on the use of BofA's cash
collateral.

Allstate Life joins in BofA's Objection to the Motion.

BofA and Wells Fargo, as owners and holders of seven separate
loans made to eight debtors secured by mortgages on 16 separate
properties, jointly object to the commingling of cash collateral
and the use of cash collateral from any one property to pay for
the operations of any other property or Debtor.  To the extent
the Court allows the Cash Collateral Motion, the Mortgagees
suggest that loans made by the use of their cash collateral
should be on terms similar to the DIP Financing.

Wells Fargo, as trustee for holders of Banc of America Commercial
Mortgage, Inc., Commercial Mortgage Pass-through Certificates,
Series 2006-2, comments that given possible dismissal of
applicable Debtors' Chapter 11 cases, the Court should at minimum
defer entry of a final Cash Collateral order.

(5) U.S. Bank

U.S. Bank asks the Court to deny the Motion to the extent it
allows the Debtors to use of funds on deposit in the Debtors'
Main Operating Account without providing adequate protection.
U.S. Bank contends that it does not consent to the use of its
Cash Collateral and has not consented to the imposition of a lien
senior or equal to its rights in the property.

In the alternative, U.S. Bank asks the Court to direct the
Debtors to maintain a minimum $1,171,336 in its Main Operating
Account at all times prior to U.S. Bank's obtaining relief from
the automatic stay and foreclosing on the amount.

(6) Citicorp

Citicorp, as administrative agent for lenders to Debtor Oakwood
Shopping Center Limited Partnership, complains that the Debtors
impermissibly seek to take the cash collateral generated by
properties with positive cash flow and use that cash collateral
to pay the operating expenses of the Debtors.  The Debtors
further compound their error by providing that any intercompany
claims created by this wrongful use of cash collateral will be
subordinated to the prior claims of their DIP lenders and any
secured debt at the parent company level.  Citicorp states that
the Oakwood Lenders' consent would be conditioned on their being
provided with traditional property-specific budgets and
reporting.

(7) Goldman Sachs

Goldman Sachs, as administrative agent under the Bridge Loan
Agreement, says the proposed cash collateral motion would
eliminate the parties' bargained for prepetition cash management
system, shifting disbursement authority of the Bridge Loan
Lenders' cash collateral from the Agent, to the Bridge Loan
Debtors' ultimate parent, General Growth Properties, Inc., and
allowing GGP to use the cash collateral for purposes that have
nothing to do with the operations or maintenance of the Bridge
Loan Debtors' property or the servicing of their debt.

In return for stripping the Bridge Loan Lenders of their
bargained for rights and protection of their collateral, the
Debtors offer the Bridge Loan Lenders an adequate protection
package that is plainly insufficient, Goldman Sachs argues.

(8) ING Clarion

ING Clarion asks the Court to grant the use of cash collateral
only (i) on the condition that all cash remain with the Clarion
Debtors and subject to the Clarion Lenders' liens until the
waterfall provisions of the underlying loans are satisfied, thus
preserving the status quo; and (ii) on an interim basis until
adjudication of its motion to dismiss certain Debtors' Chapter 11
cases.  ING Clarion adds that the proposed adequate protection is
likely of little value.

(9) Property Level Lenders

The Property Level Lenders tell the Court that they do not object
to the use of their cash collateral for ordinary course property
level expenses and operations, provided that the use is
consistent with (i) the ordinary prepetition operations of the
Property Level Debtors, (ii) the terms and conditions of loan
documents, and (iii) budgets subject to review and reasonable
approval of the Property Level Lenders.

The Property Level Lenders, however, object to the Debtors' use
of the Property Level Lenders' cash collateral to maintain and
fund the Other Debtors and Non-Debtors.

In support of their The Property Level Lenders A declaration of
Job Warshaw is filed in support of the Property Level Lenders'
Cash Collateral Objection, which declaration is accessible for
free at: http://ResearchArchives.com/t/s?3c82. Moreover, Tom
Floyd also filed a declaration in furtherance of the Property
Level Lenders' Objection, which declaration is accessible for
free at: http://ResearchArchives.com/t/s?3c83

(10) Other Objectors

Prudential Insurance and Prudential Retirement Insurance and
Annuity Company; Principal Life; CWCapital, J.E. Robert Company,
Inc., Midland Loan Services, Inc., and Orix Capital Markets, LLC;
New York Life; Ivanhoe Capital LP; Metropolitan Life; KBC; FRM;
Teachers Insurance; Sandelman Partners; and American General
assert that they are entitled to adequate protection that is more
than the adequate protection offered by the Debtors.

CWCapital, in support of its objection, filed declarations by
Jeffrey A. Wiseman, Ned Smith, Charles Crouch and Demetrios J.
Morakis, full- text copies of which are available for free at:

   * Wiseman Declaration http://ResearchArchives.com/t/s?3c86
   * Smith Declaration http://ResearchArchives.com/t/s?3c87
   * Crouch Declaration http://ResearchArchives.com/t/s?3c88
   * Morakis Declaration http://ResearchArchives.com/t/s?3c89

                   Debtors Address Objections

The Debtors' use of Cash Collateral is warranted pursuant to
Section 363(c)(2) of the Bankruptcy Code, proposed counsel to the
Debtors, Marcia Goldstein, Esq., at Weil, Gotshal & Manges LLP,
in New York, maintains.  The proposed adequate protection to the
property lenders whose Cash Collateral the Debtors seek to use is
sufficient and consistent with the terms of the Bankruptcy Code,
she asserts.

To address the objections, the Debtors, with the agreement of the
DIP Lenders, have supplemented the adequate protection package to
be provided to the Adequate Protection Parties.  The Debtors and
the DIP Lenders have agreed, among other things:

   (a) to modify the replacement liens to be provided to the
       Adequate Protection Parties in exchange for the Debtors'
       use of Cash Collateral;

   (b) to comply with covenants in first mortgage documents
       imposing notification or consent requirements, or other
       limitations, on the Debtors' ability to enter into,
       terminate, restate or amend leases or reciprocal easement
       agreements; and

   (c) to provide to the Adequate Protection Parties the
       financial reporting to which those parties were entitled
       in accordance with their original first mortgage loan
       documents.

The Adequate Protection Liens to be provided to the Adequate
Protection Parties now include, in addition to the adequate
protection described in the Motion:

   -- a continuing, valid, binding, enforceable, and
      automatically perfected postpetition security interest in,
      and lien on (i) the cash in the Main Operating Account; and

   -- a silent second lien on the properties currently securing
      the Prepetition Goldman Facility in an amount equal to the
      lesser of (x) the aggregate diminution in the value of the
      Adequate Protection Parties' interest in the Prepetition
      Collateral; and (y) the net positive balance of the
      Intercompany Claim of the Debtor whose property constitutes
      Prepetition Collateral of the Adequate Protection Party.

All the liens granted to the Adequate Protection Parties will be
subject and subordinate only to any liens on the Collateral that
are senior to, or pari passu with, the Prepetition Liens and the
Carve-Out.

To facilitate the Debtors' ability to enter into property
transactions and preserve and enhance the value of the secured
lenders' collateral, the Debtors propose that any lender who
receives the benefit of the Debtors' compliance with restrictions
on property transactions will be required to execute a
subordination, non-disturbance and attornment agreement in favor
of a qualified tenant, or a consent and subordination agreement
for anchor occupants and adjoining landowners.

With the proposed additional adequate protection package, the
objecting secured creditors suffer no harm from any of the relief
requested because their interests in real property and cash
collateral are adequately protected, Ms. Goldstein asserts.

The Debtors' financial projections will show that, for the
anticipated duration of the Chapter 11 cases, they will have
sufficient cash and assets to protect the secured lenders against
diminution in the value, as of the Petition Date, of their allowed
secured claims, Ms. Goldstein tells the Court.  The Debtors filed
their 2009 to 2010 financial projections, available for free at
http://bankrupt.com/misc/ggp_0910projections.pdf

                       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 GROWTH: Parties Dispute Bid to Use Cash Management System
-----------------------------------------------------------------
Ten parties-in-interest ask Judge Allan Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to deny
approval of General Growth Properties Inc. and its affiliates'
request to continue using their existing cash management system:

* Eurohypo AG, New York Branch;
* Bank of America, N.A.;
* AllState Life Insurance Company;
* Bank of America, and Wells Fargo Bank, N.A.;
* New York Life Insurance Company
* Metropolitan Life Insurance Company
* KBC Bank, N.V.
* Teachers Insurance and Annuity Association of America,
* CWCapital Asset Management LLC
* American General Life Insurance Company

Eurohypo AG, New York Branch, as administrative agent for the
lenders under General Growth Properties, Inc.'s $1.51 billion 2008
credit facility, complains that the Motion would strip the 2008
Facility Lenders of their first perfected security interest in the
rents generated by their borrowers' properties without providing
adequate protection.  Eurohypo further complains that the Debtors
fail to justify business as usual unless and until the use of the
rents to finance the operations of affiliated debtors, and notably
those who lack properties that are cash flow positive, is shown to
be protected by adequate protection at least equal to the
diminution of the cash derived from the rents that is not
reflected in benefit directly conferred on the 2008 Facility
Lenders.  A declaration by Jeffrey D. Ganz was filed in support of
Eurohypo's Objection.  A full-text copy of the declaration is
available for free at http://ResearchArchives.com/t/s?3c86

BofA complains that in the Debtors' proposed cash management
system it will thus be forced to assume the risks associated with
the financial condition of all Debtors, not only Debtor-borrower,
Tysons Galleria, L.L.C.  Allstate Life joins in BofA's arguments.

BofA and Wells Fargo, owners and holders of seven separate loans
made to eight debtors secured by mortgages on 16 separate
properties, jointly object to the Motion to the extent it permits
commingling of their cash collateral.  Although it might be
easier to allow the Debtors to commingle funds, they have not
asserted or provided any basis for the Court to conclude that a
system in necessary, the Mortgagees point out.

New York Life comments that the Motion is unclear as to how the
amount of the claims will be calculated or, given the fungibility
of cash, against which of the Debtors the claims may be asserted.
New York Life argues that the Debtors do not offer any business
or other justification for Debtor GGP-North Point's inclusion in
the Cash Management System or any evidence that the Cash
Management system benefits GGP-North Point in any way.

Metropolitan Life, lender to $307 million loans to four Debtors
and co-lender and servicer for KBC Bank, N.V., stresses that the
Debtors intend to sweep all rents into their concentration
account that will be used to finance other Debtors' operations.
Metropolitan Life notes that while it may not be unusual in large
cases with multiple debtors to permit debtors to continue to use
their cash management system and record intercompany transfers,
the facts here are very different.  Metropolitan Life explains
that the Debtors' Chapter 11 cases are unprecedented as they
involve hundreds of separate special purpose entities, intended
to be bankruptcy remote, each with its own creditors with
separate collateral.  Metropolitan Life also asserts that the
Debtors did not even negotiate with or any other secured property
lenders with respect to these issues.  KBC supports Metropolitan
Life's Objection.

Teachers Insurance argues that the Cash Management System
benefits neither the New Debtors nor the Project-Level Debtors,
but instead, seriously threatens the value of each of their
estates.  By agreeing to the Cash Management System, (i) the
Project-Level Debtors are agreeing to become cash-neutral at a
time when the real estate market is declining, and (ii) the
Mezzanine Borrowers are agreeing to forfeit their right under the
Loan Documents to receive cash flow from their Project-Level
Debtors, which cash flow would be used to pay the New Debtors'
debt obligations or to secure their own financial well-being,
Teachers Insurance explains.

CWCapital, J.E. Robert Company, Inc., Midland Loan Services, Inc.
and ORIX Capital Markets, LLC, acting solely in their capacities
as special servicers for trustees of certain trusts, argue that
the Motion is in contravention to the Trust Debtors' loan
documents, which requires the Trust Debtors to maintain corporate
separateness.  The Loan Documents further provide that the Trusts
have sole dominion and control over the relative lockboxes.
Against this backdrop, CWCapital points out that there is no
basis for the Court to impair the Trusts' rights, or provide the
Debtors with greater rights pursuant to this Motion.  Moreover,
CWCapital stresses that since the proposed Cash Management System
would result in the Debtors' use of the Trusts' cash collateral,
the Trusts do not consent to the use as they are not adequately
protected.

American General argues that by the Cash Management System, rents
generated by its Debtor-Borrowers will be swept to the Debtors
Concentration Account used to finance the Debtors' enterprise as
a whole.  However, American General contends that the Debtors'
Chapter 11 cases are not substantively consolidated, thus, it is
improper to ignore the separateness of each entity and to use the
property of one Debtor, to the detriment of its creditors.
American General emphasizes that it has relied on the
separateness and the credit-worthiness of each Debtor-Borrower
when making its credit decision and should thus receive the full
benefit of its bargain.

                       Debtors Address Objections

The Court should not be misled by the protestations of some of
the Objectors that the Debtors are attempting to change their
preexisting cash management system or that individual Debtors
already have separate cash management systems, Marcia Goldstein,
Esq., at Weil, Gotshal & Manges LLP, in New York, argues on the
Debtors' behalf.

The Debtors, Ms. Goldstein asserts, only ask to maintain the pre-
bankruptcy and pre-default status quo of the cash management
system, not change it.  The existence of cash traps at certain
entities, through which lenders exercised control over the
Debtors' cash due to defaults, does not equate to having separate
cash management systems, she argues.  The plain fact is that the
Debtors operated prepetition through a single, centralized cash
management system.

Ms. Goldstein explains that the property-level Debtors have no
cash management system of their own, but instead rely on the GGP
Group's centralized Cash Management System, under which the
revenues from the property entities flow to a Main Operating
Account held in the name of GGP LP.  Funds are upstreamed into
the Main Operating Account directly from a project subsidiary's
lockbox receipts or indirectly through intermediary accounts.
GGP LP in turn generally makes disbursements from the Main
Operating Account in payment of the project subsidiaries' debt
service, accounts payable, taxes, and all other expenses
associated with operating, managing, and maintaining the
subsidiary's property.

Ms. Goldstein tells the Court that the centralized Cash
Management System has been transparent to, and in no way
concealed from, the Lenders.  She says GGP has made numerous
disclosures over the years showing that project subsidiaries were
part of a consolidated enterprise providing centralized
management for substantially all aspects of business operations,
including cash management services.

                       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 GROWTH: U.S. Trustee Appoints 2 More Members to Committee
-----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
United States Trustee for Region 2, appointed on May 6, 2009, two
more entities to serve as members of the Official Committee of
Unsecured Creditors in General Growth Properties, Inc., and its
387 debtor-affiliates' Chapter 11 cases:

(1) General Electric Capital Corp.
     Attn: Carl L. Goetemoeller
     201 Merritt
     Norwalk, CT 06856
     Tel. No. (513) 956-4405

(2) Millard Mall Services, Inc.
     Attn: Lawrence B. Kugler
     7301 North Cicero Avenue
     Lincolnwood, IL 60712
     Tel. No. (847) 763-2040

The U.S. Trustee appointed on April 24, 2009, Eurohypo AG, New
York Branch; Calyon New York Branch; The Bank of New York Mellon
Trust Co.; American High-Income Trust; Fidelity Fixed Income
Trust, Fidelity Strategic Real Return Fund and Fidelity
Investments; Wilmington Trust; Capital Ventures International;
Taberna Capital Management, LLC; and Macy's Inc. as members of the
Committee.

Millard Mall is listed in the Debtors' 100 largest unsecured
creditors holding $262,643 in trade claims.

                       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: Called for Quick Reclamation of Delphi Plants
-------------------------------------------------------------
New York Senator Charles Schumer urged General Motors Corp. and
Delphi Corp. to reach an agreement, on GM's reclamation of Delphi
plants, Reuters said.

Reuters said the senator urged for an agreement by May 5, 2009.

In February 2009, GM and Delphi were in discussions on GM's
possible reclamation of Delphi plants to ensure the continued
supply of parts to GM.  It was also contemplated that reclaiming
the plants might help Delphi get exit financing and ensure that
GM's supply of parts won't be affected by any liquidation.

In a letter addressed to GM and Delphi, Senator Schumer noted that
an immediate deal will avoid a shutdown of Delphi facilities,
according to Bloomberg News.  The deal is also economical for both
parties because it maintains the existing supply chain at an
affordable cost, Bloomberg quoted Sen. Schumer as saying.

According to Sen. Schumer, the U.S. Department of Treasury's Auto
Task Force is in support of GM's possible buyback, Bloomberg
reports.

As of press time, no official agreement between Delphi and GM has
been made public.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                     About General Motors Corp.

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

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

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

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

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

                       Going Concern Doubt

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

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

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


GENERAL MOTORS: EU Commission Clears Sale of Delphi Steering Biz
----------------------------------------------------------------
In a public statement dated April 30, 2009, the European
Commission has cleared under the EU Merger Regulation the proposed
acquisition of Delphi Corp.'s Steering Business by General Motors'
Corporation.  The Commission said that the transaction would not
significantly impede effective competition within the European
Economic Area or a substantial part of the European Union.

Upon review, the Commission noted that the merged entity would
continue to face several strong, effective competitors with
significant market shares.  The Commission also related that the
merged entity would not have an incentive to close off competing
car manufacturers' access to the Steering Business, given that the
vehicle components represent a modest fraction of the cost of a
car.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications.  Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on December 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
January 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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

                     About General Motors Corp.

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

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

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

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

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

                       Going Concern Doubt

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

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

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


GENERAL MOTORS: Posts $6.0 Billion First Quarter Net Loss
---------------------------------------------------------
General Motors has released its financial results for the first
quarter of 2009, which predominantly reflect the effects of
continued global economic pressures and low auto industry volumes
worldwide.  Industry sales volume was down 21% globally in the
first quarter versus the year-ago period, leading to significantly
reduced volume and revenue for GM.

GM posted a reported net loss of $6.0 billion, including special
items, or $9.78 per share in the first quarter of 2009.  This
compares with a reported net loss of $3.3 billion, or $5.80 per
share, in the year-ago quarter.  Excluding special items, the
company reported an adjusted net loss of $5.9 billion, or $9.66
per share, in the first quarter of 2009 compared to an adjusted
net loss of $381 million, or $0.67 per share, in the first quarter
of 2008.

"Our first quarter results underscore the importance of executing
GM's revised Viability Plan, which goes further and faster to
lower our break-even point," said Fritz Henderson, president and
chief executive officer.  "Our Plan is designed to fix the
fundamentals of our business by restructuring and deleveraging our
balance sheet, enhancing our revenue capability and dramatically
reducing costs.  It's focused on taking care of customers every
single day, winning with four core brands, and investing in new
products and technology, while at the same time accelerating
actions to lower our cost structure to return GM to profitability
quickly."

The reported results for the first quarter of 2009 include special
items and charges netting to a loss of $73 million.  The special
items include GM's $906 million gain on debt extinguishment and
$385 million related to GM's portion of GMAC Financial Services'
(GMAC) gain associated with the accounting on its debt
extinguishment.  These items were offset by charges of
$116 million for restructuring, a charge of $822 million related
to Saab filing for reorganization, and a charge of $291 million in
GM North America (GMNA) related to asset impairments.  Charges of
$135 million were recorded for advances made under the Delphi
Advance Agreement.  A reserve was recorded to write-off the
receivable as it is deemed uncollectable.

GM's revenue for the first quarter of 2009 was $22.4 billion, down
47% from $42.4 billion in the year-ago quarter.  The drop in
revenue was primarily due to GM's production volume decline of
903,000 units, or approximately 40%, on a global basis year-over-
year.

Beginning in the first quarter of 2009 and reflected in this
release, GM will report its automotive operations and regional
results on an earnings-before-interest-and-taxes (EBIT) basis,
with interest expense and income tax reported in the corporate
sector.

GM Automotive Operations

GM recorded an adjusted automotive EBIT loss of $3.9 billion
($5.2 billion reported EBIT loss) in the first quarter 2009.  The
loss compares with adjusted automotive EBIT income of $808 million
in the first quarter of 2008 (reported EBIT income of
$484 million).

GM's automotive results in the first quarter of 2009 were driven
by a revenue decline in all regions, due in part to a depressed
global industry.  In addition, GM's results were impacted by
unfavorable foreign currency exchange and mark-to-market commodity
hedging versus the year-ago quarter.  However, these losses were
partially offset by a significant structural cost improvement of
$3.1 billion when compared to the first quarter of 2008.

Demonstrating its commitment to product and technology excellence,
GM launched several new vehicles in the first quarter, including
the fuel-efficient Chevrolet Cruze in China.  In North America, GM
began production of the reinvented Chevrolet Camaro, which offers
29 miles-per-gallon fuel economy on the highway.  The Company also
launched the Chevrolet Captiva Sport with its new 2.4L engine in
Brazil, and introduced the Cadillac CTS-V to the Middle East.  The
2009 European Car of the Year, the Opel/Vauxhall Insignia,
continued to ramp-up production and in its first full quarter of
sales, and surpassed all competitors in the mid-size sedan segment
in Europe.

GMNA

GMNA revenue for the first quarter 2009 was $12.3 billion, down
50% compared to $24.5 billion in the year-ago period, mainly
attributable to the impact of the U.S. recession on consumer
spending.  Earnings were affected by substantially lower
production volume, down 58% year-over-year, due to the depressed
industry, lower market share and adjustments to U.S. dealer
inventory.  GMNA managed its business in-line with lower industry
demand by reducing U.S. dealer inventories by 105,000 units within
the first quarter of 2009, from 872,000 units down to 767,000
units.  GMNA's losses were partially offset by a reduction in the
accrual for residual support programs for leased vehicles,
primarily due to the improvement in residual values.  In addition,
GMNA significantly reduced engineering and manufacturing cost in
the first quarter.

First Quarter

                               2009      2008      '09 O/(U) '08
    Revenue (bils.)           $12.3     $24.5         $(12.2)
    Reported EBIT (bils.)     $(3.2)     $(.4)         $(2.8)
    Adjusted EBIT (bils.)     $(2.8)     $(.2)         $(2.6)
    GMNA Market Share          17.9%     21.7%          (3.8) p.p.

GME

GM Europe (GME) sales volume was up in Germany, as were industry
sales, which were aided by aggressive government stimulus for the
automotive sector.  However, due to sales declines in other
countries, GME experienced a 46% decline in production volume
versus the year-ago quarter, which largely impacted regional
earnings.  In addition, GME experienced unfavorable foreign
currency exchange, driven mainly by the weakening of the British
Pound, and unfavorable mark-to-market commodity hedging.  Results
were partially offset by favorable mix and pricing, due in part to
the success of the Opel/Vauxhall Insignia, and improved structural
cost performance across the region.

First Quarter

                               2009     2008       '09 O/(U) '08
    Revenue (bils.)            $5.3     $9.9         $(4.6)
    Reported EBIT (bils.)     $(2.0)    $0.1         $(2.1)
    Adjusted EBIT (bils.)     $(1.2)    $0.2         $(1.4)
    GME Market Share            8.9%     9.6%         (0.7) p.p

GMAP

GM sales in China were up 17%, driven by strong SAIC-GM-Wuling
performance and aggressive government stimulus.  This helped fuel
overall regional sales and market share increases.  However, sales
decreased in most countries across the region excluding China,
driving down production volumes, which impacted GMAP revenue.  In
addition, GM Daewoo revenue dropped as export volumes declined
significantly across its major export markets.

First Quarter

                             2009       2008       '09 O/(U) '08
    Revenue (bils.)          $2.4       $5.3         $(2.9)
    Reported EBIT (mils.)    $(21)      $310         $(331)
    Adjusted EBIT (mils.)    $(21)      $310         $(331)
    GMAP Market Share         8.0%       6.9%          1.1 p.p.

GMLAAM

GM Latin America, Africa and Middle East (GMLAAM) experienced
sales increases in Ecuador and Peru in the first quarter, where it
set new sales records.  At the same time, GMLAAM saw market share
increases in Colombia, Ecuador, Chile, Peru, Venezuela, Egypt,
Kenya and North Africa.  However, consistent with the industry's
downward trend in the region, GMLAAM production volume dropped 24%
versus the year-ago quarter, which impacted revenue.  The region
also experienced unfavorable foreign currency exchange primarily
related to the depreciation of the Brazilian Real.  In addition,
special charges related to restructuring were incurred in several
countries.

First Quarter

                             2009       2008       '09 O/(U) '08
    Revenue (bils.)          $3.4       $4.8          $(1.4)
    Reported EBIT (mils.)     $16       $500          $(484)
    Adjusted EBIT (mils.)     $42       $500          $(458)
    GMLAAM Market Share      16.9%      17.6%          (0.7) p.p.

GMACOn a standalone basis, GMAC reported a net loss of
$675 million for the first quarter 2009, down $86 million from the
year-ago quarter.  GM realized a reported loss of $500 million for
the quarter as a result of its equity interest in GMAC.  Excluding
the impact of the $385 million gain related to GM's portion of
GMAC's gain associated with the accounting on its debt
extinguishment, GM realized an adjusted net loss of $885 million.

GMAC's results were primarily attributable to continued pressure
in mortgage operations, weaker credit performance on both auto and
mortgage assets, mark-to-market adjustments, and an original issue
discount related to its fourth quarter debt exchange.  The losses
were partially offset by profitable performance in its insurance
business and gains on debt extinguishment transactions.

Cash and Liquidity

Cash and marketable securities totaled $11.6 billion on March 31,
2009, down from $14.2 billion on December 31, 2008.

The change in liquidity reflects negative adjusted operating cash
flow of $10.2 billion in the first quarter of 2009, which was
partially offset by U.S. TARP funding.  Further detail on GM's
current liquidity position and outlook will be disclosed in a Form
10-Q filing with the Securities and Exchange in the coming days.

               General Motors Corporation and Subsidiaries
                 Condensed Consolidated Balance Sheets
                        (Dollars in millions)
                             (Unaudited)

                                 March 31, December 31, March 31,
                                   2009        2008        2008
                                   ----        ----        ----
ASSETS

Current Assets

Cash and cash
       equivalents                $11,448     $14,053    $21,601

      Marketable securities           132         141      2,043
                                      ---         ---      -----

Total cash and
       marketable securities       11,580      14,194     23,644

Accounts and notes
       receivable, net              7,567       7,918     10,471

      Inventories                  11,606      13,195     17,321

Equipment on operating
       leases, net                  3,430       5,142      7,094

Other current assets
and deferred income
       taxes                        2,593       3,146      4,142
                                    -----       -----      -----
      Total current assets         36,776      43,595     62,672

Non-Current Assets

Equity in net assets
of nonconsolidated
       affiliates                   2,447       2,146      7,322

      Property, net                37,625      39,665     43,294

Goodwill and
intangible assets,
       net                            242         265      1,093

      Deferred income taxes            89          98        915

      Prepaid pension                 106         109     20,593

Equipment on operating
       leases, net                    375         442      3,035

      Other assets                  4,630       4,719      6,784
                                    -----       -----      -----

Total non-current
       assets                      45,514      47,444     83,036
                                   ------      ------     ------
     Total Assets                 $82,290     $91,039   $145,708
                                  =======     =======   ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable (principally
       trade)                     $18,253     $22,259   $29,817

Short-term debt and current
       portion of long-term debt   25,556      16,920     8,532

      Accrued expenses             36,989      36,429    34,806
                                   ------      ------    ------
      Total current liabilities    80,798      75,608    73,155

Non-Current Liabilities

      Long-term debt               28,846      29,018    34,757

Postretirement benefits other
       than pensions               22,503      28,919    46,994

      Pensions                     24,476      25,178    11,624

Other liabilities and deferred

       income taxes                16,187      17,392    18,554
                                   ------      ------    ------
      Total non-current debts      92,012     100,507   111,929
                                   ------     -------   -------
     Total Liabilities            172,810     176,115   185,084

Commitments and contingencies

Stockholders' Deficit
Preferred stock, no par value,
6,000,000 shares authorized,
no shares issued and
      outstanding                       -           -         -

Preference stock, $0.10 par
value, authorized 100,000,000
shares, no shares issued and
      outstanding                        -           -         -

Common stock, $1 2/3 par value
(2,000,000,000 shares
      authorized, 800,937,541 and    1,018       1,017       944
610,505,273 shares issued and
outstanding at March 31,
2009, respectively,
800,937,541 and 610,483,231
shares issued and outstanding
at December 31, 2008,
respectively, and 756,637,541
and 566,100,839 shares issued
and outstanding at March 31,
2008, respectively)

Capital surplus (principally
      additional paid-in capital)   16,489      16,489    16,108
     Accumulated deficit           (76,703)    (70,727)  (42,912)

Accumulated other

      comprehensive loss           (31,946)    (32,339)   (14,490)
                                   --------    --------  --------
     Total stockholders' deficit   (91,142)    (85,560)  (40,350)
     Noncontrolling interests          622         484       974
                                       ---         ---       ---
     Total stockholders' deficit   (90,520)    (85,076)  (39,376)
                                   --------    --------   --------

Total Liabilities and
      Stockholders' Deficit        $82,290     $91,039   $145,708
                                 =========== ========== =========


               $6.9 Billion Net Loss Expected

Jeff Green and Katie Merx at Bloomberg News report that analysts
said that General Motors Corp. will probably report $6.9 billion
net loss in the first quarter 2009, its seventh straight quarterly
loss.

Bloomberg relates that GM reported a net loss of $3.3 billion in
the first quarter 2008.  According to Bloomberg, GM lost about
$82 billion since 2004, its last profitable year.

Citing 11 analysts, Bloomberg states that excluding some costs, GM
may report a loss of $10.97 a share.

Bloomberg quoted Argus Research analyst Kevin Tynan as saying, "It
actually helps their cause to report a big loss, to show how close
they are to actually being bankrupt."

According to Bloomberg, AutoPacific analyst Stephanie Brinley
said, "They're in such a precarious situation, a strong earnings
report might not stave off bankruptcy.  Their problems are
systemic.  One quarter's performance isn't going to fix the fact
that they're running out of cash."

GM will probably be removed from the Dow Jones Industrial Average
after almost 74 years, Bloomberg states, citing John Prestbo, the
editor and executive director of Dow Jones Indexes.

           GM in Talks With Toyota for New GM Vehicle

Automotive News reports that GM is in talks with Toyota Motor
Corp. to designate a new GM vehicle that would be built by the
automakers' joint venture, New United Motor Manufacturing Inc.
Citing GM spokesperson Jim Hopson, Automotive News says that if
the negotiations succeed, they would lead to a new model for one
of GM's surviving brands Chevrolet, Cadillac, Buick, or GMC.

According to Automotive News, Mr. Hopson said that GM is talking
with Toyota and NUMMI to identify another vehicle to be built at
the former GM plant in Fremont.  The report says that the Pontiac
Vibe crossover is currently GM's only product from the NUMMI
partnership in Fremont, after the Company said last week that it
will stop the production of the Pontiac line, including the Vibe,
by the end of 2010.

Automotive News quoted Mr. Hopson as saying, "We're negotiating to
see how best to utilize that facility.  We're clearly not backing
away from our partnership at NUMMI."

                     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.


HAYES LEMMERZ: Rating Cut By S&P To 'CC'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services on May 6 said it has lowered
its corporate credit rating on Hayes Lemmerz International Inc. to
'CC' from 'CCC+', reflecting what it believes are increased near-
term prospects for either a distressed debt exchange or a
bankruptcy filing.  S&P also lowered the issue-level ratings on
the company's senior secured and unsecured debt. The outlook is
negative.

The downgrades follow Hayes's disclosure that it is in detailed
discussions with its senior secured creditors, unsecured
noteholders, and other stakeholders regarding its strategic and
financial planning processes.

"Although the company did not provide specific details, we
interpret this to mean that Hayes will offer to exchange some or
all of its debt for equity or new debt at a steep discount to face
value," said Standard & Poor's credit analyst Gregg Lemos Stein.

"Given Hayes's weak liquidity and financial risk profile, we would
consider such an offer to be a distressed exchange and, as such,
tantamount to a default.  In our opinion, if the company were
unable to complete an exchange offer, it could file for
bankruptcy," he continued.

Separately, Hayes said it expects its independent auditors to
express doubt about the company's ability to continue as a going
concern in its 10-K report, which has been delayed.  The company
said its secured lenders agreed to waive any default that would
arise from the receipt of such a going concern
qualification or the delay in releasing the 10-K.

The outlook is negative.  S&P expects to lower the corporate
credit rating to 'SD' and the affected issue ratings to 'D' upon
completion of any future distressed exchange offer.  S&P would
then, shortly thereafter, assign a new corporate credit rating to
Hayes based on, among other things, its assessment of the
company's new capital structure and liquidity profile.  Its
preliminary expectation is that, even with substantial debt and
interest cost reduction, the corporate credit rating would likely
not rise out of the 'CCC' category immediately following the
consummation of a debt exchange because of the various challenges
the company faces in the near term, most notably its exposure to
weak automotive production in Europe and North America.


HCA INC: Fitch Affirms Issuer Default Rating at 'B'
---------------------------------------------------
Fitch Ratings has affirmed HCA Inc.'s ratings:

  -- Issuer Default Rating at 'B';
  -- Secured Bank Credit Facility at 'BB/RR1';
  -- First Lien Notes at 'BB/RR1';
  -- Second Lien Notes at 'B+/RR3'.

In addition, as a result of revisions to Fitch's ratings
definitions, which have eliminated the use of '+' or '-' modifiers
to ratings of corporate finance obligations below 'B', Fitch has
revised the Senior Unsecured Notes rating:

  -- Senior Unsecured Notes to 'CCC/RR6' from 'CCC+/RR6'.

The Rating Outlook is Stable . Total rated debt on Dec. 31, 2008,
was approximately $27 billion.

HCA's ratings reflect the company's significant leverage and
challenging industry environment, partially offset by improvements
in the company's operations and debt levels.  HCA's high debt
levels stem from its 2006 leveraged buy-out, which added
approximately $17 billion of debt to the company's capital
structure.  Since then, HCA has reduced outstanding debt by more
than $1.8 billion while leverage (total debt/EBITDA) has declined
to approximately 5.9 times (x) on December 31, 2008, from 6.6x on
December 31, 2006.  HCA has made additional debt reductions in the
first quarter, with preliminary first quarter results indicating
that debt has declined to approximately $26.6 billion while
leverage for the last 12 month period is approximately 5.5x.
Going forward, Fitch expects gradual leverage improvement from
both EBITDA expansion and debt reduction, barring any major event,
such as an initial public offering, significant asset
divestitures, or similar transaction, which could have a more
significant effect on the credit.

One of Fitch's key rating concerns is the large amount of debt
maturing between 2010 and 2013, including approximately
$10 billion in secured term loan borrowings that mature in 2012
and 2013.  Fitch believes the company will not be able to satisfy
all of these maturities with cash on hand and free cash flow.  In
addition, Fitch notes that market conditions may not be amenable
to refinancing large quantities of bank debt.  HCA has begun to
address these concerns by refinancing a portion of the term loan
borrowings with the proceeds of new first lien ($1.5 billion of
8.5% Senior Secured Notes due 2019) and second lien ($310 million
of 9.875% Senior Secured Notes due 2017) notes issued through the
first four months of the year.

Fitch expects additional activity over the next couple of years to
address these maturities.  However, if HCA were unable to
proactively address these maturities and Fitch believes the
company would be unable to either refinance or retire the
obligations when due, a negative ratings action would result.

HCA's ratings are supported by the company's improving operating
performance.  In 2008, HCA outperformed the for-profit hospital
industry average in terms of organic admissions growth after
lagging the industry in 2007.  HCA's performance continued to
improve during the first quarter of 2009, despite the weak economy
and a tough prior year comparable, as the company reported its
sixth consecutive quarter of positive same-facility adjusted
admissions growth.  HCA also benefited from cost management
efforts, including the results of recent labor force reductions,
and new emergency room coding efforts, which resulted in year-
over-year EBITDA growth of more than 20%.  The ER coding
initiative alone added approximately $75-$100 million of adjusted
EBITDA during the quarter.

Fitch notes that the coding change is not unusual for the industry
and the company's new coding method, which is based on the
American College of Emergency Physicians model, is accepted in the
industry and by the Centers for Medicare & Medicaid Services.
However, Fitch believes the level of EBITDA growth recorded during
the quarter will not be completely sustainable, especially given
the weak economy.

HCA's liquidity also improved over the past year as a result of
improved free cash flow and actions taken to extend its maturity
profile.  Liquidity is provided by the company's revolving credit
facilities ($2.2 billion available on March 31, 2009), cash on
hand (approximately $356 million on March 31, 2009) and free cash
flow (an estimated $508 million for the LTM on March 31, 2009).
FCF improved sharply over the past year from a negative
$147 million for the LTM ended March 31, 2008.  Going forward,
Fitch believes FCF will remain consistent with current levels as
the company realizes benefits from reduced capital expenditures
and cost management efforts, offset by increasing pressure on
profitability from rising bad debt expense and shifting payer mix.

Although preliminary first quarter results within the industry
indicate the economy has had minimal impact on the sector, Fitch
remains concerned that providers could be pressured later this
year.  The unemployment rate continues to increase which will
almost certainly lead to more uninsured patients and increases in
bad debt expense.  In addition, volumes may be pressured as
patients choose to delay or forgo non-emergency procedures.
Furthermore, providers may experience unfavorable payer mix shifts
as managed care volumes are replaced by self-pay or Medicaid
volumes.  In addition, although reimbursement is largely set for
2009 and consistent with recent trends, there could be additional
pressure in 2010.  Of particular importance for the industry is
the potential for significant regulatory changes in the near
future.  Health care reform (including universal coverage) and
changes in reimbursement levels or methodology could have
meaningful effects (positive or negative) on credits in the
sector.


HUMBOLDT CREAMERY: Taps Burr Pilger as Restructuring Consultants
----------------------------------------------------------------
Humboldt Creamery, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Burr,
Pilger, & Mayer, LLP, as financial and restructuring consultants.

Burr Pilger will:

   a) development and maintain daily and weekly cash flow and
      borrowing collateral reports;

   b) facilitate communications between lenders, management and
      the board of directors with respect to the Debtor's recovery
      plan and progress toward recovery plan objectives; and

   c) assist with other accounting, financial or operational
      management and reporting needs as may be required.

The Debtor relates that there will be no overlap between Burr
Pilger's role as financial and restructuring consultant and Chanin
Capital Partners, LLC and Duff & Phelps Securities, LLC's role as
financial advisor in connection with an asset sale, as Duff &
Phelps' efforts are focused solely on a potential asset sale or
reorganization based on new investment.

The Debtor paid the initial $60,000 retainer and all increases to
Burr Pilger prior to the petition date.  On the petition date, the
retainer held by Burr Pilger was approximately $75,863.

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

                    About Humboldt Creamery, LLC

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

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


HUMBOLDT CREAMERY: Wants Schedules Filing Extended until May 27
---------------------------------------------------------------
Humboldt Creamery, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California to extend until May 27, 2009, the
time within which the Debtor must file schedules of assets and
liabilities, statement of financial affairs, and related
materials.

The Debtor related that it was unable to file its schedules and
statements by the May 6 deadline because many of its liabilities
may constitute contingent, unliquidated claims relating to
obligations that are difficult to quantify.  The Debtor has
approximately 3,000 parties in interest and potential creditors,
and its operations involve numerous employees, contracts, leases,
and other agreements.

The Debtor adds that the extension is to the best interest of the
estate and parties-in-interest.

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

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


INTEGRA TELECOM: Moody's Cuts Default Probability Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Integra Telecom, Inc.'s
("Integra" or the "Company") Probability of Default Rating to Ca
from Caa1 based on expectations of imminent default on at least a
portion of its debt obligations based on certain ongoing actions
being undertaken by the Company to restructure its balance sheet.
Moody's also downgraded the ratings for Integra's Senior Unsecured
PIK Notes, to Ca from Caa3, and the ratings for the Senior Secured
Second Lien Credit Facility at its wholly-owned subsidiary Integra
Telecom Holdings, Inc. ("Holdings"), to Ca from Caa2, reflecting
the elevated default risk and expectations of meaningful
impairment of these claims in particular in the event of a
restructuring, which again would be deemed tantamount to a
default. As Moody's recognizes the incongruous recoveries for the
two classes of debt likely to be impaired, the loss given default
assessments of the instruments were left unchanged. Moody's
affirmed all other ratings and maintained them on review for
further possible downgrade pending the outcome of its negotiations
with its creditors.

Downgrades:
..Issuer: Integra Telecom Holdings, Inc.
....Senior Secured Bank Credit Facility, Downgraded to Ca from
Caa2
..Issuer: Integra Telecom, Inc.
....Probability of Default Rating, Downgraded to Ca from Caa1
....Senior Unsecured Bank Credit Facility, Downgraded to Ca from
Caa3

Moody's notes that under the proposal being negotiated between the
Company and its lenders, the company's total debt load is likely
to be cut in half, leading to an arguably stronger credit profile
following the restructuring and prospective restoration of the
Company's growth potential. However, in order to accomplish that
goal, the Company would need its creditors to agree to an out-of-
court restructuring or a reorganization of its debt via a formal
bankruptcy filing. Either of the above events would constitute an
event of default under Moody's methodologies.

As Moody's stated in its special comment on the U.S. Competitive
Local Exchange Carriers (August 2008, document # 110730), the
history of CLEC restructurings has demonstrated rapid
deterioration of value for companies operating in bankruptcy, and
failed CLECs can bring potentially low recoveries to lenders.
Therefore, Moody's believes that CLEC lenders would be more
willing to keep a CLEC out of default if a realistic turnaround
plan is in place.

As a result of the Company's EBITDA falling short of projections,
Integra was on the verge of violating financial covenants under
its credit facilities for the quarter ended March 31, 2009. The
Company has obtained successive waivers to the covenant defaults
as it continues to negotiate with the bank group.
The ongoing Moody's review will focus on the Company's ability to
successfully restructure its debt obligations to give it
sufficient operating flexibility to grow its business. In the
event that the Company does not come to terms with its lenders on
an out-of-court restructuring, Moody's will likely downgrade
Integra's corporate family rating by more than one notch,
reflecting the probable bankruptcy filing. On the other hand, the
conclusion of the review following a successful restructuring may
result in an upgrade of the corporate family rating if Moody's
believes that the company permanently right-sized its debt capital
structure based on its business plan and path to expand free cash
flow growth.

Moody's most recent rating action for Integra was on February 6,
2009 when Moody's downgraded the Company's CFR and PDR each to
Caa1 from B3 and placed all ratings on review for downgrade, based
on the heightened probability of a debt restructuring.
Integra is headquartered in Portland, OR, and provides
telecommunications services to small and medium-sized enterprises
and other communications companies.


INTERMET CORP: Sets Up Auction in Conjunction With Plan
-------------------------------------------------------
Intermet Corp. intends to hold an auction on June 8 to determine
if anyone will buy the business for more than the first-lien
lenders, who would use their debt to purchase the assets,
Bloomberg's Bill Rochelle said.

The Company said competing bids must offer at least $23 million,
the report said.  Bids must be submitted by June 1.

According to Bloomberg, the Company said it is on the cusp of
filing a Chapter 11 plan to carry out the sale.  The Company
already has agreements with its labor unions on modifications to
the existing collective-bargaining agreements.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represents the Debtors.  In their previous bankruptcy
filing, they listed $735,821,000 in total assets and $592,816,000
in total debts.  Intermet Corporation emerged from this first
bankruptcy filing in November 2005.


ISOLAGEN INC: Gets Bridge Financing to Let It Seek DIP Financing
----------------------------------------------------------------
Isolagen(TM), Inc., has entered into secured promissory notes and
security agreements with eight lenders pursuant to which the
Company borrowed an aggregate of $500,417.00 in principal amount.
The Notes bear interest at a rate of 20% per annum with principal
and interest on the Notes due on the earlier of June 20, 2009, or
the date that the Company files for voluntary or involuntary
bankruptcy.

If the Company receives debtor-in-possession financing in any
bankruptcy proceeding, the holders of the Notes shall have the
right to exchange the face amount of the Notes, plus any accrued
but unpaid interest, into such debtor-in-possession financing on
the same terms and conditions as the debtor-in-possession
financing on a pari passu basis and on a dollar-for-dollar basis.
To secure the repayment of the Notes, the Company granted the
holders of the Notes a security interest in and a lien on the
Company's 57% equity interest in Agera Laboratories, Inc.

Viriathus Capital LLC acted as the Company's financial advisor and
placement agent with respect to the offering of the Notes.
Viriathus is also assisting the Company in seeking potential
debtor-in-possession financing in connection with the possible
filing of a voluntary petition for reorganization relief under
Chapter 11 of Title 11 of the United States Bankruptcy Code.  If
the Company is successful in obtaining commitments for such
financing in sufficient amounts, it is likely that the Company
will file such a petition.  The Company currently has no legal
commitments for such financing, and there is no assurance that
such financing will be available to the Company on satisfactory
terms, if at all.  If the Company is unable to secure sufficient
debtor-in-possession financing, it will likely cease operations
and may file a petition for protection from creditors under
Chapter 7 of the Bankruptcy Code.

The Company was advised that due to the foregoing disclosure
effective immediately the NYSE Amex LLC, formerly known as the
American Stock Exchange, has halted trading in the Company's
common stock.  The Company has been further advised that it will
receive a notice from the NYSE Amex that the exchange intends to
delist the Company's common stock from listing on the NYSE Amex,
which delisting will occur approximately seven days from the
receipt of such notification if the Company determines not to
appeal such decision.  If the Company's common stock is delisted
from the NYSE Amex, the Company intends to apply to have its
common stock quoted on the OTC Bulletin Board as soon as
practicable after the delisting.  If the Company's common stock is
delisted from the NYSE Amex, the Company does not anticipate that
the trading of the Company's common stock will recommence prior to
the exchange's delisting of the common stock and its quotation on
the OTC Bulletin Board.

Isolagen(TM), Inc. (ILE:ILE) -- http://www.isolagen.com/-- is an
aesthetic and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in clinical development for a
broad range of aesthetic and therapeutic applications including
wrinkles, acne scars, burns and periodontal disease.  Isolagen
also commercializes a scientifically-advanced line of skincare
systems through its majority-owned subsidiary, Agera(R)
Laboratories, Inc.


JAMIE VERGARA: May Sell Cookesville Tenn. Property for $292,500
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved the sale of Jaime Ruben Vergara's real property located
at 104 Eighteen Grand Place, Cookesville, Tennessee, to Eugene C.
and Shelby Jo Palmer for $292,500.

There are two existing mortgages on the property in the
approximate amount of $288,738.  The first mortgage is with 1st
Mercantile Bank in the amount of $225,738.  The second mortgage is
also with 1st Mercantile Bank in the amount of $63,000.

Pursuant to the Court's order, the Debtor will satisfy the
mortgages relating to the property as well as any and all
real estate taxes due on the property.

Headquartered in Orlando, Florida, Jamie Ruben Vergara filed for
Chapter 11 protection on March 9, 2009 (Bankr. M.D. Fla. Case
No. 09-02751).  Lawrence M. Kosto, Esq., at Kosto & Rotella PA,
represents the Debtor as bankruptcy counsel.  In his petition,
Mr. Vergara listed assets of between $10 and $50 million, and the
same range of debts.


JONATHAN R. COOPER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Jonathan R. Cooper
          aka Jon R. Cooper
        1409 E. Coral Cove
        Gilbert, AZ 85234

Bankruptcy Case No.: 09-09597

Chapter 11 Petition Date: May 6, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Street
                  Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

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

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

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

The petition was signed by Mr. Cooper.


JOURNAL REGISTER: Moves to Solicit Votes for Amended Joint Plan
---------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. States Bankruptcy Court for
the Southern District of New York approved a disclosure statement
explaining an amended joint Chapter 11 plan of reorganization
filed on April 28, 2009, by Journal Register Company and its
debtor-affiliates.

With the Court affirming that the Disclosure Statement contains
adequate information necessary for stakeholders to make an
informed judgment of the Plan, the Debtors may now proceed to the
solicitation of votes, and the confirmation stages for the Plan.

Judge Gropper also approved the forms of ballots and procedures
for voting on the plan.  Voting deadline is set for June 12, 2009,
at 4:00 p.m.

The plan confirmation hearing will be held on June 25, 2009, at
11:00 a.m.  Objections, if any, are due June 8, 2009, by 4:00 p.m.

The TCR, citing Bloomberg reported on May 1, 2009, that JRC
revised its plan to "placate unsecured creditors."  The revised
plan has support from the official unsecured creditors' committee,
which urges creditors to vote "yes."  The original version of the
Plan didn't offer any recovery to unsecured creditors who didn't
provide goods and services.  Now, unsecured creditors with some
$27.1 million in claims are to recover 9.2% of their claims.

The revised plan would give all of the new stock and $225 million
in new term loans to the pre-bankruptcy secured lenders owed $695
million. Existing stock would be canceled.  The disclosure
statement says the Plan represents a 42% recovery for the lenders.

                      Overview of the Plan

The overall purpose of the Plan is to provide for the
restructuring of the Debtors liabilities in a manner designed to
maximize recovery to stakeholders and to enhance the financial
viability of the reorganized Debtors.  Generally, the Plan
provides for a balance sheet restructuring that exchanges the
Debtors' current debt obligations under the existing credit
agreement for new term loans and equity in reorganized Debtors.

The reorganized Debtors' existing common stock has no value and
will be cancelled.  Upon emergence, all of reorganized Debtors'
new common stock will be owned by the lenders, and will be subject
to dilution only by:

   a) the options to purchase the new common stock that may be
      issued to the reorganized Debtors' post-Effective date
      directors, officers and employees; and

   b) the warrant shares issued upon exercise of the revolving
      facility warrants.

Neither the new common stock nor the revolving facility warrants
will be registered with the SEC or any state securities regulatory
authority and will not trade on any public exchange.

Other secured creditors will receive cash, their collateral or
retain their liens, as applicable, in satisfaction of their
Claims.  Unsecured creditors will receive their pro rata share
of the unsecured claim distribution on account of their allowed
claims under the Plan.  In addition to their distribution under
the plan, holders of trade unsecured claims that (i) do not
object to confirmation of the Plan and (ii) have granted the
releases provided in the Plan will be eligible to receive payment
of the remaining balance of the allowed amount of their claims in
full in cash from an account established by the Lenders.  The
Debtors currently estimate that the allowed trade unsecured claims
will total approximately $5.4 million.

The resulting debt structure of the reorganized Debtors will
substantially de-lever the company and provide liquidity needed to
support its future operations.  The Debtors believe that the Plan
provides for appropriate treatment of all classes of claims and
interests, taking into account the valuation of the company and
the differing natures and priorities of the claims and interests.

In connection with preparing the estimation of recoveries set
forth herein, the following assumptions were made:

   -- The ongoing enterprise value of the reorganized Debtors for
      purposes of the Plan, based on the valuation prepared by
      Lazard Freres & Co., LLC, the Debtors' financial advisors,
      is approximately $300 million.

   -- The aggregate allowed amount of administrative expense
      claims unpaid as of the effective date will be approximately
      $4.2 million.

   -- The aggregate allowed amount of U.S. Trustee fees unpaid as
      of the effective date will be approximately $38,000.

   -- The aggregate Allowed amount of fee claims will be
      approximately $6.7 million.

   -- The aggregate Allowed amount of unpaid priority tax claims
      will not exceed approximately $21.6 million.

   -- The aggregate Allowed amount of priority non-tax claims
      unpaid as of the effective Date will be approximately
      $0.5 million

   -- The aggregate allowed amount of other secured claims will be
      approximately $2.6 million.

   -- The aggregate allowed amount of unsecured claims will be
      approximately $27.1 million, which is comprised of
      approximately $5.4 million of trade unsecured claims and
      $21.7 million of other unsecured claims.

In addition, holders of secured lender claims, totaling
$695 million, are expected to recover 42% and holders of unsecured
creditors, totaling $27.1 million, are expected to recover 9.2%
under the Plan.

All holders of existing securities laws claims and common stock
interest will not receive any distribution.

A full-text copy of the Debtors' disclosure statement is available
for free at:

                http://ResearchArchives.com/t/s?3c8d

A full-text copy of the Debtors' amended joint Chapter 11 plan or
reorganization is available for free at:

                http://ResearchArchives.com/t/s?3c8c

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The company
also owns JobsInTheUS, a network of 20 employment Web sites.  The
company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Official Committee of Unsecured Creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


KA & KM DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: KA and KM Development, Inc.
        8865 Commodity Circle, Suite 14B
        Orlando, FL 32819
        aka Villas at Lake Eve
        aka Lake Eve Resort

Bankruptcy Case No.: 09-06245

Chapter 11 Petition Date: May 6, 2009

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

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.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
   ------                      ---------------   ------------
Adreinne and Alana Jessop      Contract               $55,600
160 Lower Shelton Rd.
Bedford, UK

Charles Fleming                Contract               $55,600
801 N. Magnolia
Orlando, FL 32803

Chris and Sarah Oglethorpe     Contract               $55,600
4410 Dovehill Drive
Austin, TX 78744

David & Bernadette Futerman    Contract               $55,600

David & Kevin Bissett          Contract               $55,600

Edward & Nikki Milner          Contract               $55,600

Gary & Diane Nicol             Contract               $55,600

Josephine Jones                Contract               $55,600

Martin & Wendy Southgate       Contract               $55,600

Michael Davies                 Contract               $55,600

Philip & Jane Horner           Contract               $55,600

Stephen & Catherine Russell    Contract               $55,600

Andrew & Lisa Bryant           Contract               $48,600

Andrew Brown                   Contract               $48,600

Candy Wang                     Contract               $48,600

Ian Matthews                   Contract               $48,600

Ian and Freida Peirce          Contract               $48,600

Robert & Susan Mann            Contract               $48,600

Stephen & Gail Graham          Contract               $48,600

Teresa & James Rooney          Contract               $48,600


MAGNA ENTERTAINMENT: Former Owner to Help Keep Pimlico Afloat
-------------------------------------------------------------
David Ginsburg at The Associated Press reports that former Pimlico
Race Course owner Joe De Francis said that he would be willing to
support efforts to keep Magna Entertainment Corp.'s struggling
track afloat.

The AP relates that Mr. De Francis, the head of the Maryland
Jockey Club for 18 years, sold controlling interest in Pimlico and
Laurel to Magna Entertainment in 2002.  The report says that Magna
Entertainment purchased the remaining 49% from Mr. De Francis and
his sister in 2007.

According to The AP, Magna Entertainment will put the racetracks
Pimlico up for auction in August, along with Preakness, Laurel
Park, and the Bowie Training Center.

The AP quoted Mr. De Francis as saying, "I wouldn't rule out
getting involved, if my involvement would be perceived to be
positive and helpful.  When you've been around as long as I have,
you have your share of friends and enemies.  My main interest is
to try to help as a positive force."

Preakness wouldn't leave Baltimore, The AP relates, citing Mr. De
Francis.  According to the report, Mr. De Francis said, "I don't
see any threat of the Preakness not being here.  There is a risk,
but I don't believe it will sold or moved to another track.  The
problem is the state of the horse racing industry in Maryland.  If
we don't clear up the problems, it's not going to be viable to
continue horse racing in Maryland."

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MEDICO LABS INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Medico Labs Inc.
        100 Nottingham Way
        Trenton, NJ 08609

Bankruptcy Case No.: 09-21588

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Medico Holdings, Inc.                          09-21598

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Gary N. Marks, Esq.
                  Norris, McLaughlin & Marcus
                  A Professional Corporation
                  721 Route 202-206, PO Box 1018
                  Somerville, NJ 08876
                  Tel: (908) 722-0700
                  Email: gnmarks@nmmlaw.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 Venkat Kakani, president of the
Company.


MICHELE M. CONTRERAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Michele M. Contreras
        1328 E Rosemont Ln
        Fresno, CA 93730

Bankruptcy Case No.: 09-14107

Chapter 11 Petition Date: May 6, 2009

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

Judge: W. Richard Lee

Debtor's Counsel: Sidney C. Flores, Esq.
                  97 E St James St #102
                  San Jose, CA 95112
                  Tel: (408) 292-3400
                  Email: FloresLawFirm@yahoo.com

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

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

Ms. Contreras did not file her list of 20 largest unsecured
creditors when she filed her petition.

The petition was signed by Ms. Contreras.


MIDWAY GAMES: Panel Objects to AHS Appeal on Cash Collateral Order
------------------------------------------------------------------
The official committee of unsecured creditors of Midway Games
Inc., et al., has filed an objection to Acquisition Holdings
Subsidiary LLC's motion to appeal the U.S. Bankruptcy Court for
the District of Delaware's order dated April 9, 2009, authorizing
the Debtors' use of cash collateral.

The Thomas Entities also sought to appeal a related order denying
their motion for relief from the automatic stay to foreclose on
the Debtors' assets.

The Committee said that the Court should deny AHS's motion because
the orders at issue are interlocutory.  Under 28 U.S.C. Section
158(a)(1),(3), interlocutory orders may only be appealed with
permission from the Court.

In addition, the Committee tells the Court that AHC's motion does
not satisfy the statutory requirements set forth under 28 U.S.C.
Section 1292(b).  Under 28 U.S.C. Section 1929(b), to appeal an
interlocutory order, an appellant must establish that: (a) there
is a controlling question of law, (b) there are substantial
grounds for difference of opinion as to the controlling question
of law, and (c) that the appeal materially advances the ultimate
termination of the litigation.

The Committee argues that there is no controlling question of law
presented on appeal, the Thomas Entities simply disaagree with the
factual finds made by the Bankruptcy Court.  The Committee adds
that the appeal will not materially advance the ultimate
termination of the litigation between the parties.  Even assuming,
for the sake of argument, that all three elements were satisfied,
the Court should, in the exercise of its discretion, decline to
hear the appeal, because an appeal would provide little, if any,
value to any of the interested parties.

As reported in the Troubled Company Reporter on April 22, 2009,
AHS informed the Bankruptcy Court that it was appealing the
Court's order allowing Midway Games Inc. to use cash collateral.

AHS protests the Bankruptcy Court's findings that AHS is
adequately protected from the diminution in value of its interest
in the Debtors' assets, and the Bankruptcy Court's order allowing
the Commitee to use cash collateral without limit.

AHS said it holds a perfected security interest in substantially
all of the Debtors' property.  AHS is a party to a transaction
with National Amusements, Inc., Sumner Redstone, chairman of NAI,
and Sumco, Inc., an affiliate of NAI, under which AHS paid
$100,000 in cash and in return acquired 87.2% of Midway's total
issued and outstanding common stock, and a 100% participating in
two loans -- $30 million secured loan and a $40 million unsecured
loan -- extended by NAI to Midway in February 2008.  NAI assigned
those loans to AHS on January 20, 2009, elevating AHS to the
status of lender.

The Committee argued that the loans made by the NAI Parties to the
Debtors were equity or unenforceable.  The Bankruptcy Court's cash
collateral order has allowed the Debtors to use cash to pay, among
other things, professional fees and expenses incurred by the
Committee in investigating and prosecuting claims against AHS,
NAI, and other parties.

In its motion for leave to file an appeal before the District
Court, AHS said that it has presented evidence that its cash
collateral will be depleted by July 2009 and the value of the non-
cash collateral is uncertain.  According to AHS's counsel, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the
Debtors are "rapidly burning cash," leaving the Debtors with a
small, speculative and uncertain "equity cushion" in AHS's non-
cash collateral.  She added that certain noteholders' contentions
that AHS was "substantially oversecured" by a sizeable equity
cushion were without basis.

AHS noted that with cash collateral gone by July 2009, the Debtors
would have to sell non-cash collateral at a high enough price to
replace the cash collateral -- approximately $30 million.  It
noted that if the $30 million sale target in the Debtors'
incentive plan for management was a certainty or even highly
likely, it would not qualify as a target for management bonuses
under Section 503(c) of the Bankruptcy Code.

                        Incentive Plan

Midway Games Inc. has an incentive program for its key employees.
Midway obtained approval from the U.S. Bankruptcy Court for the
District of Delaware a revised plan at the April 6 hearing.  The
Debtor's counsel filed a notice of the revised plan on April 13.
A copy of that plan is available for free at:

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

Bloomberg's Bill Rochelle reported that Midway faced objections
from the U.S. Trustee and the Committee with respect to the $3.76
million bonus program for 29 unidentified employees.  According to
the report, both the committee and the U.S. Trustee, an arm of the
U.S. Justice Department, had argued that the proposal is a
disguised retention bonus program outlawed by Congress in
bankruptcy cases.

Kotaku.com previously stated that the revised plan addresses
concerns about the proposed payouts going to 29 employees.
According to Kotaku.com, one of the alterations to Midway's "Key
Employee Incentive Program" was the exclusion of CEO Matt Booty
from eligibility of those payouts, reducing the number of folks
who could potentially benefit to 28.  The report says that Mortal
Kombat has also been removed from the agreement, and the
"milestone" previously attached to the sale of Mortal Kombat now
includes the company's assets -- possibly all of them -- to the
tune of a committee approved "target cash amount."  Rights to
Narc, Smash TV, and Area 51 must first be sold before certain
bonuses would be paid out, according to the report.

                       About 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 debt.


MUELLER WATER: S&P Lowers Ratings to 'B' on Weak Results
--------------------------------------------------------
Standard & Poor's Ratings Services on May 6 lowered its ratings on
Mueller Water Products Inc., including the long-term corporate
credit rating to 'B' from 'BB-', and placed the ratings on
CreditWatch with negative implications.  The Company had total
balance sheet debt of more than $1 billion at March 31, 2009.

Mueller announced weak fiscal second-quarter results today with
sales down more than 20% and an operating loss for the quarter.

"The downgrade reflects our expectation that operating conditions
will remain challenging and that credit measures will deteriorate
beyond our previous range of expectations," said Standard & Poor's
credit analyst Dan Picciotto.  In addition, the company will seek
to relax financial covenants.  In order to obtain covenant relief,
the company is likely to experience higher interest costs, which
will reduce free cash flow generation.  Conditions in a number of
key end markets have been difficult and appear unlikely to improve
meaningfully in the near term.

The ratings on Mueller reflect the Company's highly leveraged
financial risk profile and weak business risk profile.  Mueller
operates in the moderately cyclical niche markets of the North
American water infrastructure market and maintains a good
position.  The Company offers a full line of water infrastructure,
flow control, and piping component system products, including
ductile iron pipe, fire hydrants, and pipe fittings.  New housing
starts and replacement needs for aging water infrastructure
are key drivers of the business.  Nonresidential construction
activity also fuels demand but Standard & Poor's expects this to
soften over the next couple of years.  Residential housing remains
weak, while municipal demand has declined recently.

Mueller's profitability has deteriorated, with the adjusted
operating margin (before depreciation and amortization) declining
from the high-teens percentage area to closer to 10%.  The decline
reflects lower volumes and higher raw material costs, which have
been only partially offset by increased pricing.

Mueller's financial profile is highly leveraged.  The Company's
capital expenditures and working capital usage represents a
moderate use of cash.  As of March 31, 2009, total debt (including
operating leases and postretirement benefit obligations) to EBITDA
was more than 5x and funds from operations to total debt
approached 10%.  These credit measures are likely to deteriorate
further given the challenging operating environment.

In resolving the CreditWatch S&P will examine developments related
to the company's plan to seek an amendment to financial covenants
under its credit agreement.  If Mueller is able to receive
adequate relief from lenders in a timely fashion, we would expect
to affirm the ratings.  If the Company is delayed in amending its
covenants or if we consider relief to be inadequate,4
we could lower the ratings further.


NALCO COMPANY: Fitch Rates $500 Mil. Unsecured Notes at 'BB/RR1'
----------------------------------------------------------------
Fitch Ratings rates Nalco Company's $500 million unsecured notes
due 2017, $250 million senior secured revolving credit facility
due 2014 and $750 million senior secured term loan due 2016
'BB'/RR1.

In addition, Fitch affirms Nalco's existing ratings:

  -- Issuer Default Rating at 'B';
  -- Existing senior secured bank facilities at 'BB/RR1';
  -- Senior unsecured notes at 'BB/RR1';
  -- Senior subordinated notes 'BB-/RR2'.

Fitch also affirms the ratings for Nalco Finance Holdings LLC and
Nalco Finance Holdings Inc.:

  -- IDR at 'B';
  -- Senior discount notes at 'B-/RR5'.

Proceeds of the new notes and term loan will go to prepay the
existing bank facilities and to tender for the senior notes due
2011.  The Rating Outlook for both Nalco Company and Nalco Finance
Holdings is Stable.

The ratings reflect Nalco's high financial leverage and weak
trading conditions as well as strong liquidity and a track record
of steady free cash flow generation.  Nalco's operations benefit
from its dominant market share, broad product offerings,
geographic reach, and strong customer retention.  Diversification
across products, geography and customers and low capital spending
requirements have resulted in stable free cash flow generation.

Nalco evidences strong near term liquidity with latest twelve
months free cash flow generation of $234.1 million (after a
$30 million voluntary pension contribution in the third quarter of
2008), $163.3 million cash on hand and $230.3 million available
under its $250 million revolving credit facility, after
utilization of $19.7 million for letters of credit, as of
March 31, 2009.  Near term maturities are modest with $5 million
due in 2010 pro forma for the prepayment of the term loan B
($887 million outstanding at March 31, 2009) with the proceeds of
the $500 million in new notes and the $750 million new term loan.
Excess proceeds will be used to tender for a portion of the
$665 million senior notes due in November 2011 and EUR200 million
senior notes due in November 2011.

In February 2007 the company initiated a dividend amounting to
about $20 million annually and, in July 2007, the company
instituted a $300 million share repurchase program.  Through
December 31, 2008, $211.3 million was spent to repurchase shares;
no additional shares were repurchased during the first quarter of
2009.

Total Debt at March 31, 2009 of $3.2 billion covers LTM operating
EBITDA of $715 million by 4.5 times (x).  The bank facilities have
a maximum consolidated net debt to EBITDA ratio that is currently
5x but steps down to 4.75x beginning January 1, 2010.  Fitch
expects that the company could obtain short-term covenant relief
should earnings and cash generation fall short of expectations
during the later half of 2009 and the beginning of 2010.  Secured
debt pro forma for the prepayment of term loans with new unsecured
notes is $853 million represents about 27% of total debt.

The Stable Outlook reflects Fitch's expectation that total debt to
operating EBITDA will remain below 5.5x over the next 12-18
months.  A review of the ratings would be warranted should
liquidity deteriorate or if trading conditions worsen.

Nalco is a leading global provider of integrated water treatment
and process improvement services, chemicals and equipment programs
for industrial and institutional applications.  Nalco's products
and services are typically used in water treatment applications to
prevent corrosion, contamination and the buildup of harmful
deposits, or in production processes to enhance process efficiency
and improve the customers' end products.  The company generated
Operating EBITDA of $715 million on $4.1 billion in sales for the
LTM period ending March 31, 2009.


NEW YORK TIMES: Reaches Tentative Pact With Union at Boston Globe
-----------------------------------------------------------------
The New York Times Co. has reached a tentative agreement with the
Boston Newspaper Guild union at the Boston Globe, Russell Adams at
The Wall Street Journal report, citing a person familiar with the
matter.

As reported by the Troubled Company Reporter on May 5, 2009, The
Globe extended negotiations with workers who are members of The
Guild past Sunday's deadline.  The NY Times asked 10 unions to
find about $20 million in savings, half of that from the Guild,
the largest union at the newspaper.  The Guild said that it
offered more than enough in wage and benefits cuts to save The
Globe from closure.  The NY Times had given The Globe's unions 30
days to agree to concessions.  The first deadline was Friday, but
shortly after midnight on that day, management said it had
extended the deadline by two days because of progress in
negotiations.  The Globe is seeking to cut $20 million in costs
and avert a possible closure.  According to The Boston Globe
spokesperson Bob Powers, the newspaper presented unions on Sunday
with copies of paperwork required under the Workers Adjustment and
Retraining Notification Act that if filed, would result in the
newspaper's shutdown in two months.  The Guild President Dan
Totten said in a statement that the union submitted on Sunday a
new proposal with more than the $10 million in cuts to The NY
Times.

WSJ relates that The Globe said on Monday that it had reached
agreements with six of the seven unions involved in talks and
would delay the filing of formal notice of the company's closure.

According to WSJ, unionized employees of the NY Times agreed on
Monday to a 5% pay reduction through the end of the year, which
followed similar cuts imposed on the paper's non-union workers.
Negotiations resumed on Tuesday evening, says WSJ.

Globe spokesperson said in a statement that the management has
completed talks with the union but has agreed not to release
details until the union speaks with its members.

Management has insisted on modifications to lifetime job
guarantees held by one third of the Guild's more than 600 members,
needing more leeway to pare the Globe's staff, WSJ relates.

The Globe's next moves are expected to involve additional job
cuts, according to WSJ.

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The Company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.

According to the TCR on April 28, 2009, Moody's Investors Service
downgraded The New York Times Company's Corporate Family Rating
and Probability of Default ratings to B1 from Ba3 and ratings on
the senior unsecured notes to B1 from Ba3.  The company's
speculative grade liquidity rating remains SGL-3 and the rating
outlook is negative.

The TCR reported on April 24, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating for The New York
Times Co., as well as its issue-level rating on the company's
senior unsecured debt, to 'B+' from 'BB-', and placed them on
CreditWatch with negative implications.


NORWOOD PROMOTIONAL: Files Ch. 11 to Sell Assets to Aurora Capital
------------------------------------------------------------------
Norwood Promotional Products Holdings Inc. has sought Chapter 11
protection before the U.S. Bankruptcy Court for the District of
Delaware to effectuate a quick sale of its assets to a private
equity firm.

An affiliate of Aurora Capital Group is offering $132 million for
the assets.  The price includes $101 million in cash plus the
assumption of debt.

Norwood Promotional Products announced on May 6 that it has
entered into an agreement to sell Norwood to Aurora Resurgence, an
affiliate of Aurora Capital Group.  This transaction, according to
the Company, is the culmination of the refinancing and
restructuring efforts that the Company has been working on since
2006.

The proposed purchase will be subject to a competitive bidding
process to be sanctioned by the Bankruptcy Court.  Norwood is
proposing a June 16 deadline for competing bids, and a June 18
auction for the assets.  The Court will consider approval of the
sale to Aurora or the highest bidder at the auction at a hearing
on June 19.

The sale to Aurora has a targeted closing by the end of June,
according to Norwood.

Norwood said in a statement that it has secured an extension of
its existing revolving credit line to avoid any disruption to the
business.  Norwood is getting $30 million from Wachovia Bank NA,
Bloomberg said.  Aurora Resurgence has secured financing in
support of the sale from a unit of Wells Fargo & Company (NYSE:
WFC).

Under the terms of the sale to Aurora, the current management
team, including CEO Paul Lage, will continue to lead the Company
once the sale closes.  The team has more than 70 years of
experience in the promotional products industry and is responsible
for executing the plan to strengthen Norwood's balance sheet.

"This sale will result in a stronger, more flexible, Norwood,"
said Mr. Lage.  "It's a major step to cementing the Company's
stature atop the industry."  "We are pleased to have Aurora as our
partner for the long term," added Mr. Lage.  "Their vision, values
and strategies are aligned with Norwood's direction. Their
tremendous experience and knowledge of the industry will
immediately benefit our customers and enhance our opportunities
going forward."

Aurora Resurgence, which has $2 billion in assets, invests in
middle market companies across many sectors, including
manufacturing and distribution.  Aurora's knowledge and experience
in the promotional products industry makes it the ideal partner
for Norwood and is a clear sign to the industry that Norwood's
business remains robust.

"We will continue to purchase inventory and take and ship orders
under normal schedules, so it is business as usual. Customers will
receive the same high quality products and prompt service to which
they are accustomed," says Mr. Lage.

"Norwood has come a long way in a relatively short period of
time," Mr. Lage said.  "Every one of our associates should be
proud of the Company's achievements and confident in Norwood's
future."

According to Bloomberg, the Company said in court papers that it's
the secondlargest promotional products supplier in the U.S., not
including apparel.  Norwood was forced into Chapter 11 by
$175 million in debt maturing in the next 10 months, the effects
of the recession and a flood that caused $17 million in damages at
a plant.  Norwood has been owned by its lenders since a 2004 debt
restructuring.

Debt includes $165 million on secured credit facilities owed by
the operating company and $127 million owed at the holding company
level.  Sales were $132 million last year.

                         Economic Downturn

Jacqueline Palank at Dow Jones Daily Bankruptcy Review relates
that economic downturn slashed orders for Norwood Promotional
products and kept the Company from refinancing its debt.  Norwood
Promotional, according to Dow Jones, said that Chapter 11 is its
only remaining option to address its
$295.4 million debt load -- of which $175 million comes due in the
next 10 months -- and to line up additional financing until its
assets can be sold.

Norwood Promotional, says Dow Jones, suspended operations at its
Cedar Rapids, Iowa, manufacturing facility, which supplied the
Company's entire writing-instrument product line, which accounted
for about 10% of the Company's total sales.  Dow Jones states that
the facility was flooded in June 2008, which resulted in a total
loss for Norwood Promotional of about $17 million.

According to Dow Jones, Norwood Promotional said that as of
December 31, 2008, its assets totaled $150.26 million.  Dow Jones
relates that the Company's debts include:

     -- $11.8 million in secured debt owed to Wachovia on account
        of the bankruptcy loan; and

     -- $133.8 million on a secured loan provided by a group of
        lenders led by The Bank of New York Mellon.

        Agreement to Sell Operations to Aurora Resurgence

Norwood Promotional has entered into an agreement to sell itself
to Aurora Resurgence, an affiliate of Aurora Capital Group, a
private equity firm managing over $2.0 billion.  This transaction
is the culmination of the refinancing and restructuring efforts
that the Company has been working on since 2006.  The purchase
price includes cash and the assumption of certain liabilities.

The current management team, including Norwood Promotional CEO
Paul Lage, will continue to lead the Company once the sale closes.
The team has more than 70 years of experience in the promotional
products industry and is responsible for executing the plan to
strengthen Norwood Promotional's balance sheet.

"This sale will result in a stronger, more flexible, Norwood,"
said Mr. Lage.  "It's a major step to cementing the Company's
stature atop the industry.  We are pleased to have Aurora as our
partner for the long term.  Their vision, values and strategies
are aligned with Norwood's direction. Their tremendous experience
and knowledge of the industry will immediately benefit our
customers and enhance our opportunities going forward."

Aurora Resurgence invests in middle market companies across many
sectors, including manufacturing and distribution.  Aurora's
knowledge and experience in the promotional products industry
makes it the ideal partner for Norwood Promotional and is a clear
sign to the industry that the Company's business remains robust.

The sale will be completed through a proceeding in a Chapter 11
case, which Norwood Promotional has commenced with a targeted
closing by the end of June.  Competitive offers may be submitted
pursuant to bidding procedures as established for the case.

"We will continue to purchase inventory and take and ship orders
under normal schedules, so it is business as usual.  Customers
will receive the same high quality products and prompt service to
which they are accustomed," said Mr. Lage.

Norwood Promotional has secured an extension of its existing
revolving credit line to avoid any disruption to the business.
Additionally, Aurora Resurgence has secured financing in support
of the sale from a unit of Wells Fargo & Company.

Promotional Holdings, Dow Jones relates, is offering about
$132.5 million to acquire Norwood Promotional, subject to higher
bids at an auction that the Company wants to hold soon.  Norwood
Promotional said that it must win court approval of an auction
timeline by May 21 under the terms of its purchase agreement with
the Aurora unit and the $30 million bankruptcy loan it's seeking
to borrow from pre-bankruptcy lender Wachovia Bank, says Dow
Jones.  Norwood Promotional said in court documents that failure
to do so "could cost the debtors the hard-fought benefits obtained
under both agreements, and effectively, cause these Chapter 11
cases to collapse before they have even begun."

                     About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc. and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.
Epiq Bankruptcy Solutions, LLC, has been hired as claims and
noticing agent.  The Company said its assets are $150 million
while debt totals $295 million.


OBERLIN PLAZA ONE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Mark Scheer at Lockport Union-Sun & Journal reports that Oberlin
Plaza One, LLC, has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to end "years of cash deficits".

According to Lockport Union-Sun, Oberlin Plaza's bankruptcy filing
nullifies leases with 26 tenants in the interior of the Summit
mall.  The tenants, the report says, will have 30 days to pack up
and move out.  Three stand-alone stores on the property will
remain open:

     -- Sears,
     -- The Bon Ton, and
     -- Sav-A-Lot.

Lockport Union-Sun relates that Oberlin Plaza would be offered up
for sale.  The report says that three stores in the mall,
including  will also be closed, effective June 6.

Niagara County officials, according to Lockport Union-Sun, said
that they are hoping to accommodate all of the tenants who are
about to be forced out.  As many as 200 workers would be laid off,
Lockport Union-Sun states, citing the officials.

Town of Wheatfield Supervisor Timothy Demler said that he and
other county officials are continuing talks with James Anthony of
Oberlin Plaza to try to extend the 30-day notice given to all
tenants to at least 60 days.

Raleigh North Carolina-based Oberlin Plaza One, LLC, filed for
Chapter 11 bankruptcy protection on May 5, 2009 (Bankr. E.D. N.C.
Case No. 09-03686).  N. Hunter Wyche, Jr., Esq., at Wilson &
Ratledge PLLC assists the Company in its restructuring efforts.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in debts.


OPUS SOUTH: Proposes to Hire Landis Rath as Conflicts Counsel
-------------------------------------------------------------
Opus South Corporation and its debtor-affiliates ask the U.S.
Bankruptcy court for the District of Delaware for permission to
employ Landis Rath & Cobb LLP as conflicts counsel.

The Debtors relate that Greenberg Taurig, LLP, the Debtors'
proposed general bankruptcy counsel, may be unable to represent
the Debtors with respect to certain claims, controversies and
causes of action due to actual or potential conflicts of interest
with certain non-debtor parties.

LRC will represent the Debtors only in connection with the
conflict matters.

The hourly rates of LRC personnel are:

   Adam G. Landis                   $595
   William E. Chipman, Jr.          $500
   Kerri K. Mumford                 $370
   Mark D. Olivere                  $340
   Attorneys                     $250 - $595
   Legal Assistants/Paralegals    $95 - $250

Mr. Chipman tells the Court that LRC received an advanced fee
retainer of $150,000 for its prepetition and postpetition
representation of the Debtors in the Chapter 11 cases.

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

Mr. Chipman can be reached at:

     Landis Rath & Cobb LLP
     919 Market Street, Suite 1800
     P.O. Box 2087
     Wilmington, DE 19899
     Tel: (302) 467-4400
     Fax: (302) 467-4450

                    About Opus South Corporation

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


OPUS SOUTH: Wants to Hire Greenberg Traurig as Bankruptcy Counsel
-----------------------------------------------------------------
Opus South Corporation and its debtor-affiliates ask the U.S.
Bankruptcy court for the District of Delaware for permission to
employ Greenberg Traurig, LLP, as counsel.

Greenberg Traurig will, among other things:

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

   b) negotiate, draft, and pursue all documentation necessary in
      the Chapter 11 cases; and

   c) prepare on behalf of the Debtors all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtors' estates;

The hourly rates of Greenberg Traurig personnel are:

     Nancy A. Mitchell                    $780
     Clifton R. Jessup, Jr.               $660
     Matthew T. Gensburg                  $610
     Victoria W. Counihan                 $585
     Dennis Meloro                        $455
     Bryan L. Elwood                      $425
     Benjamin B. Heilman                  $350
     Jose J. Bartolomei                   $305

In addition, other attorneys and paralegal will render services to
the Debtors as needed, with these hourly rates:

     Shareholders                      $335 - $1,050
     Of Counsel                        $325 -   $900
     Associates                        $200 -   $575
     Legal Assistants/Paralegals        $65 -   $310

Mr. Jessup tells the Court that Greenberg Traurig received various
advance payment retainers, a portion of which was applied in
satisfaction of fees and expenses incurred.  As of the petition
date, the retainer balance is $402,212.

Mr. Jessup assures the Court that Greenberg Traurig is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Jessup can be reached at:

     Greenberg Traurig, LLP
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, DE 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360

                    About Opus South Corporation

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


PAMELA L FEIT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pamela L. Feit
        12 Cliffholme Road
        Owings Mills, MD 21117

Bankruptcy Case No.: 09-18131

Chapter 11 Petition Date: May 6, 2009

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

Judge: Robert A. Gordon

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman,P.C.
                  1777 Reisterstown Road
                  Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410)  415-0744
                  Email: afreiman@sfflegal.com

Total Assets: $1,108,200

Total Debts: $1,979,544

According to its schedules of assets and liabilities, $1,792,416
of the debt is owing to secured creditors, $172,755 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/mdb09-18131.pdf

The petition was signed by Ms. Feit.


PCG INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PCG, Inc.
        7100 East Belleview Avenue
        Suite 210
        Greenwood Village, CO 80111

Bankruptcy Case No.: 09-18472

Chapter 11 Petition Date: May 6, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: aag@kutnerlaw.com

Total Assets: $131,945

Total Debts: $1,318,479

According to its schedules of assets and liabilities, $1,216,564
of the debt is owing to secured creditors, $29,159 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A list of the Company's 11 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/cob09-18472.pdf

The petition was signed by Wendy B. Baldensperger, president of
the Company.


PILGRIM'S PRIDE: Inks Pact to Sell Farmerville Chicken Complex
--------------------------------------------------------------
Pilgrim's Pride Corporation has signed a definitive agreement to
sell its chicken complex in Farmerville, La., to Foster Farms for
$80 million, subject to a price adjustment for associated
inventory and other reimbursements.  Completion of the transaction
is contingent upon customary closing conditions, including the
expiration or termination of the waiting period under the Hart-
Scott Rodino Improvements Act and approval by the U.S. Bankruptcy
Court.  The transaction is also subject to Foster Farms' receipt
of $40 million from the state of Louisiana to fund a portion of
the purchase price.  The sale is expected to be completed within
30 days.

The U.S. Bankruptcy Court has approved procedures for the sale of
the Farmerville complex assets.  The sale will be completed via an
auction in accordance with Section 363 of the U.S. Bankruptcy
Code.  The Court set May 15, 2009, at 12:00 p.m. Central as the
deadline for the submission of qualified bid packages, and
scheduled an auction for May 18, 2009, at 10:00 a.m. Central at
the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court,
Suite 300, Dallas, Texas 75201.  At that time, the company will
sell its assets to Foster Farms or another qualified bidder, if
such bidder makes the highest and best offer for the assets.  A
hearing to approve the sale has been scheduled for May 19, 2009,
at 10:30 a.m. Central.

The Farmerville complex includes a processing facility, a cook
plant, two hatcheries, a feed mill, a protein conversion plant and
any associated inventory.

"We thank Foster Farms, Governor Bobby Jindal and the State of
Louisiana for their commitment to this sale," said Don Jackson,
president and chief executive officer. "We believe it is in the
best interest of all parties involved, including our employees,
growers, the Farmerville community and our creditors."



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.

Pilgrim's Pride previously submitted to Judge D. Michael Lynn of
the U.S. Bankruptcy Court for Northern District of Texas (Fort
Worth) proposed sale procedures for their chicken processing
plants in Douglas and El Dorado.  The proposed uniform bidding
procedures contemplate this schedule:

   (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.

The Debtors say chicken growers affected by the proposed idling of
the three plants 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 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.

                  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)


PLIANT CORP: Reports Operating Loss in First Quarter 2009
---------------------------------------------------------
Pliant Corp., reported a combined net loss of $22,767,000 on net
sales of $214,356,000 for three months ended March 31, 2009.

Pliant also said in a filing with the U.S. Bankruptcy Court for
the District of Delaware that its assets total $492,039,000 and
its debts subject to comprise total $939,480,000.

The Debtor added that with respect to professionals retained for
the administration of its Chapter 11 case, it has paid these fees
and expenses for three months ended March 31:

   Professional                       Fees      Expenses
   ------------                       ----      --------
   FTI Restructuring               $31,050          $91
   Weil, Gotshal & Manges LLP       87,797        1,282
   Houlihan Lokey                  300,000        5,317
   RSM Richter Inc                  10,986          549
   Goodman's                       225,567        2,463
   Blake, Cassels & Graydon LLP     60,366        3,723
   Stroock & Stroock & Lavan LLP   730,869       16,529

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and $1.19 billion in total debts.  The Debtors emerged from
Chapter 11 on July 19, 2006.

Almost three years later Pliant Corp. and its affiliates again
filed for Chapter 11 after reaching terms of a pre-packaged
restructuring plan.  The voluntary petitions were filed
February 11, 2009 (Bank. D. Del. Case Nos. 09-10443 through 09-
10451).  The Hon. Mary F. Walrath presides over the cases.
Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago,
Illinois, and Edmon L. Morton, Esq., at Robert S. Brady, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
provide bankruptcy counsel to the Debtors.  Epiq Bankruptcy
Solutions LLC acts as claims and noticing agent.  The U.S. Trustee
for Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Lowenstein Sandler PC as its counsel.  As of September 30, 2008,
the Debtors had $688.6 million in total assets and $1.03 billion
in total debts.

Pliant Corp., a manufacturer of flexible packaging and plastic
films that filed under Chapter 11 in February, had a $2.4 million
operating loss for the first three months of 2009 on net sales of
$214 million. The net loss for the period was $22.8 million.


POLAROID CORP: Seeks Immediate Sale of Obsolete Equipment to CRG
----------------------------------------------------------------
Polaroid Corporation and its affiliates ask the U.S. Bankruptcy
Court for the District of Minnesota for authority to sell
equipment previously used in the packaging of instant film
products at is Readville faciity located at 100 Meadow Road,
Readville, MA, to Capital Recovery Group, LLC.  The equipment is
not part of the assets that were sold to a joint venture led by
PLR Acquisition, LLC, a joint venture between Hilco Consumer
Capital Corp. and Gordon Brothers Brands, LLC.

Capital Recovery Group, LLC made a bid of $75,000 for the
equipment.  Polaroid tells the Court that because it has
discontinued its instant film business segment, the equipment is
unused, aged and obsolete.

Polaroid seeks expedited relief because the equipment is located
in the Readville facility, which lease expires on May 31, 2009.

As reported in the Troubled Company Reporter on April 28, 2009,
the Bankruptcy Court the Debtors' debtors' exclusive period to
file a plan to May 18, 2009, and their exclusive period to solicit
acceptances of that plan to July 16, 2009.

The sale of substantially all of the assets of Polaroid Corp.,
including the Polaroid brand, to a joint venture led by Gordon
Brothers Brands, LLC and Hilco Consumer Capital,, L.P., which
includes private equity fund Knight's Bridge Capital Partners and
other institutional investors, was approved on April 17.

As reported in the Troubled Company Reporter on April 24, 2009,
Patriach Partners LLC, the losing bidder at the auction for
Polaroid Corp., is taking an appeal from the Bankruptcy Court's
order approving the sale.  Patriarch also asked the Bankruptcy
Court to hold up the sale pending an appeal.

The Hilco/Gordon joint venture won the auction with an $88 million
bid.  Patriarch said its offer was better, Bloomberg said.

According to Karen Gullo and Erik Larson, Judge Gregory Kishel
refused to enter a temporary order staying the sale pending the
appeal.  The report relates that Taylor Griffin, spokesman of
Patriach, said the joint venture's bid was $488,000 less than
Patriach's and the private-equity firm will file a new request to
stop the sale before the U.S. District Court for the District of
Minnesota.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Delaware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, represents the Debtors as counsel.  Cass Weil, Esq.,
James A. Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss &
Barnett, represent the Debtors as special counsel.  The law firms
of Baker & McKenzie and C&A Law represent the Debtors as special
foreign legal counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for
Chapter 11 relief on October 11, 2008 (Bankr. D. Minn. Case No.
08-45257 and 08-45258, respectively).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


POLAROID CORP: Hilco and Gordon Brothers Close Asset Sale
---------------------------------------------------------
A joint venture led by Gordon Brothers Brands, LLC and Hilco
Consumer Capital, L.P., yesterday closed the sale of substantially
all assets of Polaroid, including the Polaroid brand, intellectual
property, inventory and other assets.

The Federal Bankruptcy Court for the District of Minnesota
approved the sale on April 16, 2009.

Polaroid's new owners said former Polaroid Executive Vice
President & General Manager -- Americas, Scott W. Hardy, has been
named President of Polaroid.  Mr. Hardy and the majority of
existing, Minnesota-based Polaroid employees will remain with the
company and its affiliates.  The company will continue to maintain
its headquarters in Minneapolis and also have offices in Boston,
New York and Toronto.

"With the successful closing and a new management team in place,
we can move forward with executing our full-scale global licensing
and distribution strategy for wholesale, direct-to-retail and e-
commerce businesses," stated Scott Hardy, President of Polaroid.
"We have already signed agreements with several major licensees,
representing a range of innovative product categories."

Stephen Miller, Co-President of Gordon Brothers Retail Group and
Jamie Salter, CEO of Hilco Consumer Capital, jointly added, "With
Scott at the helm, an established team behind him, and a number of
key licensees already in place, we are on track to expand the
Polaroid brand globally while leveraging its pioneering heritage."

Founded in 1937, Polaroid's unique "innovation-made-simple" brand
platform has global appeal across a wide demographic and can be
expanded across numerous products, such as digital cameras,
digital photo frames, digital HD camcorders, flat panel
televisions, portable DVD players, and more.

Always on the cutting edge of the latest "instant" technologies,
Polaroid is also responsible for the world's very first ZINK(TM)
(Zero Ink(TM) Printing Technology) enabled printing device. The
Polaroid PoGo(TM) Instant Mobile Printer offers the capability to
print and share 2"x3" borderless, color images from a camera cell
phone or digital camera in under a minute.  In 2009, Polaroid
unveiled a digital camera with the same printing capabilities, the
palm-sized PoGo Instant Digital Camera.

For press inquiries, contact:

     Lorrie Parent
     Director of Marketing
     parentl@polaroid.com
     Tel: (952) 936-5466

For licensing inquires, contact:

     Scott Hardy
     President
     hardys@polaroid.com
     Tel: (952) 936-5170

     Jordan Goodman
     Licensing Manager
     jordan.goodman@polaroid.com
     Tel: (416) 682-5683

For other inquires, contact:

     Mary Dean
     mdean@gordonbrothers.com
     Tel: (617) 422-7867

     Diane Pedreira
     dpedreira@hilcocc.com
     Tel: (416) 682-5693

                    About Hilco Consumer Capital

Hilco Consumer Capital, L.P. -- http://www.hilcocc.com/ --
specializes in private equity investments in branded companies
with high target market awareness.  HCC looks to acquire
retailers, wholesalers and intellectual property in this space and
seeks to build significant, additional value through innovative
product development, marketing, merchandising and licensing
strategies.  Current portfolio brands and companies include House
of Marley, Caribbean Joe(R), Ellen Tracy(R), Halston(R), Tommy
Armour Golf(R), RAM Golf(R), The Sharper Image(R), Linens 'N
Things(R) and Bombay(R ). HCC is a unit of The Hilco Organization
-- http://www.hilcotrading.com/-- a Chicago-based, international
provider of diversified financial and operational services,
including business asset valuations, asset acquisition and
disposition services, M&A services and retail consulting.

                    About Gordon Brothers Brands

Gordon Brothers Brands, LLC is a member of the Gordon Brothers
Group family of companies.  Gordon Brothers Brands purchases,
sells, and licenses brands and other intellectual property.
Current portfolio brands and companies include Rugged Shark(R),
The Sharper Image(R), Linens 'N Things(R) and Bombay(R), among
others.  Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in retail and
consumer products, industrial and real estate sectors.  Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, making private equity
investments and operating businesses for extended periods. Gordon
Brothers Group conducts over $50 billion in annual transactions
and appraisals.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The Company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on December 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  George H. Singer, Esq., James A. Lodoen,
Esq., and Sandra S. Smalley-Fleming, Esq., at Lindquist & Vennum
P.L.L.P, represents the Debtors as counsel.  Cass Weil, Esq.,
James A. Rubenstein, Esq., and Sarah E. Doerr, Esq., at Moss &
Barnett, represent the Debtors as special counsel.  The law firms
of Baker & McKenzie and C&A Law represent the Debtors as special
foreign legal counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for
Chapter 11 relief on October 11, 2008 (Bankr. D. Minn. Case No.
08-45257 and 08-45258, respectively).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on October 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


QIMONDA NA: Wins Court Approval of $60-Million DIP Loan
-------------------------------------------------------
Qimonda North America Corp., a U.S. subsidiary of Qimonda AG,
received final approval from the U.S. Bankruptcy Court for the
District of Delaware for $60 million in secured financing to
support its Chapter 11 effort until the assets can be sold,
Bloomberg's Bill Rochelle reported.

The DIP financing is being provided by an affiliate of Gordon
Brother Group LLC named GB Merchant Partners LLC, Bill Rochelle
said.

As reported by the TCR on May 6, 2009, Qimonda has filed a motion
seeking a four-month extension, until Oct. 18, of its exclusive
period to propose a Chapter 11 plan, and an extension until
December 17, of its deadline to solicit acceptances of that plan.
The Debtors say the extension will, among other things, allow them
to initiate a sale process and employ professionals to assist them
in executing the sale plan.

Qimonda, according to Bill Rochelle, says it has only begun the
process of "searching for strategic purchasers globally" and
selling "their highly technical equipment and facilities."

Qimonda, Mr. Rochelle relates, already has begun the process of
selling its plant in Sandston, Virginia, that makes DRAM chips
from 200-millimeter and 300-millimeter wafers along with other
assets worth less than $1 million.

                    About Qimonda North America

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


RATHGIBSON INC: Annual Report Late, May Get Going Concern Doubt
---------------------------------------------------------------
RathGibson, Inc., has determined that it is unable to file its
Annual Report on Form 10-K for the fiscal year ended January 31,
2009, by May 1, 2009, without unreasonable effort and expense
because it has not yet completed the preparation of its
consolidated financial statements for the fiscal year ended
January 31, 2009.

The Company told the Securities and Exchange Commission that it
has entered into an amendment with its lender under the Revolving
Credit Facility regarding a breach of a solvency requirement of
its Revolving Credit Facility regarding RGCH Holdings Corp., which
is the Company's direct parent, at January 31, 2009.  The
amendment waives the solvency requirements for RGCH Corp. for all
periods prior to May 4, 2009 and amends the Revolving Credit
Facility to exclude RGCH Corp. from future solvency requirements.

Prior to the execution of the Revolving Credit Facility amendment,
the Company provided the lender with the solvency certification
and the underlying calculation.  Because the specific calculation
is not identified in a formulaic manner, there are a number of
ways to calculate enterprise value and all of them may not yield a
positive solvency.  The Company believes the calculation is
proper, however, there can be no assurance of lender concurrence.
Additionally, due to cross-default provisions in the Company's
other debt agreements, a default under one of its debt agreements
could be cause for the acceleration of outstanding indebtedness
under other of the Company's debt agreements.

If the Company is unable to obtain positive assurance from the
lender, the Company may reclassify all of its indebtedness as
short-term.  In the absence of further information in support of
the Company's ability to continue as a going concern, the Company
anticipates that the report of its independent registered public
accounting firm, KPMG LLP, on the Company's consolidated financial
statements for the fiscal year ended January 31, 2009, will
contain an explanatory paragraph indicating substantial doubt
about the Company's ability to continue as a going concern.
Because of the Company's time devoted to these discussions and the
uncertainty and range of potential outcomes of these and other
discussions, the Company is unable to complete the financial
statements and other disclosures required to be included in its
2009 Form 10-K within the prescribed time period without
unreasonable effort and expense.

Rathgibson had a $123 million net loss for the quarter ended
October 2008 after asset-impairment charges.  Revenue in the
quarter was $83 million.  Long-term debt was $275 million.

Based in Janesville, Wisconsin, RathGibson Inc. --
http://www.rathgibson.com/-- makes welded finished stainless
steel and special alloy pipe and tubing used in the commercial,
food services, pharmaceutical, and semiconductor industries.  A
series of deals has expanded the company's operations.  Rath
Manufacturing bought Gibson Tube in 1999 to produce an expanded
line of commercial and sanitary tubing; the combined company took
the RathGibson name in 2005.  It acquired Greenville Tube in 2006,
adding even further to its product offering and geographic scope.
RathGibson operates manufacturing facilities in Arkansas, New
Jersey, and Wisconsin and maintains a sales office in China.
Private equity group DLJ Merchant Banking Partners owns
RathGibson.


RHM INDUSTRIAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: RHM Industrial/Specialty Foods, Inc.
                dba Colusa County Canning Co.
                dba Colusa Canning Co.
                6229 Meyers Rd.
                Williams, CA 95987

Case Number: 09-28955

Debtor-affiliates filing subject to involuntary Chapter 11
petitions:

        Entity                                     Case No.
        ------                                     --------
SK Foods, L.P.                                     09-28956

Involuntary Petition Date: May 5, 2009

Court: Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Petitioner's Counsel: Marc A. Levinson, Esq.
                      Orrick, Herrington & Sutcliffe LLP
                      400 Capitol Mall #3000
                      Sacramento, CA 95814-4407
                      Tel: (916) 447-9200

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
BMO Capital Markets Financing  unsecured            $4,492
Inc.
c/o Larry Mizera
115 S LaSalle St
Chicago, IL 60603

Bank of America, NT and SA     unsecured            $4,492
c/o Philip Raby
231 S LaSalle St 11-19
Chicago, IL 60604

Wells Fargo Bank, National     unsecured            $4,492
Assoc.
c/o Leonard Kam
333 Market St 3rd Fl
San Francisco, CA 94163

U.S. Bank, National            unsecured            $4,492
Association
555 SW Oak St #505
Portland, OR 97204

Bank of the West               unsecured            $4,492
633 17th St #2000
Denver, CO 80202

Bank of Montreal               unsecured            $4,492
c/o Larry Mizera
115 S LaSalle St
Chicago, IL 60603

Bank of America, N.A.          unsecured            $4,492
c/o Philip Raby
231 S LaSalle St 11-19
Chicago, IL 60604


SAINT VINCENTS: Pursuing Claims Against Caritas Health Care
-----------------------------------------------------------
Saint Vincent Catholic Medical Centers said it is prosecuting its
interests in the bankruptcy cases of Caritas Health Care, Inc.

Effective January 1, 2007, Caritas Health Care, formerly known as
Caritas Health Care Planning, Inc., acquired Mary Immaculate
Hospital, Queens, St. John's Queens Hospital, and certain related
assets from Saint Vincent Catholic Medical Centers and certain of
its affiliates pursuant to an Asset Purchase Agreement dated as of
May 9, 2006.  The U.S. Bankruptcy Court for the Southern District
of New York, which oversees SVCMC's bankruptcy cases entered
orders on May 17 and June 28, 2006, approving the deal.  In
consideration for the Queens Assets, Caritas delivered to SVCMC
two secured promissory notes, each in the principal amount of
$5,000,000, secured by, among other things, the Queens Assets.

On February 28, Mary Immaculate Hospital and St. John's Queens
Hospital closed.  According to Carolina Leid at WABC, Mary
Immaculate and St. John's stopped accepting patients.

Additionally, the Debtors informed the Court that, as of April 15,
2009, more than 3,300 proofs of claim have been filed in their
cases, of which the Debtors have undertaken, and are undertaking,
a comprehensive review and reconciliation.

Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, reported that the Debtors have filed 19 omnibus
objections to approximately 1,500 proofs of claim, certain of
which they have sought to disallow and expunge, reduce, and
reclassify.  The Debtors have filed objections to certain claims
on an individual basis, and have resolved a number of claims by
stipulations or settlements, which previously have been approved
by the Court.

Pursuant to the Plan, the Debtors are authorized to resolve
disputed claims without further Court order.  The Plan provides
for the liquidation of medical malpractice claims as to their
amounts in accordance with non-bankruptcy law, which, in certain
instances, may require approval of a state court, Mr. Troop noted.

Mr. Troop disclosed that as of April 15, 2009, four claims have
been allowed, totaling $29,500.

Mr. Troop disclosed that the Debtors have not made any
distributions to unsecured creditors since the Seventh Status
Report was filed.

                  About Caritas Health Care Inc.

Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital. Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for Chapter
11 on February 6, 2009 (Bankr. E.D. N.Y., Lead Case No. 09-40901).
Adam T. Berkowitz, Esq., at Proskauer Rose LLP, has been tapped as
counsel.  JL Consulting LLC is the Debtors' restructuring
advisors.  Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City. The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Debtors filed their Chapter 11 plan of
reorganization and a disclosure statement explaining that Plan on
February 9, 2007.  On June 1, 2007, the Debtors filed an Amended
Plan & Disclosure Statement.

(Saint Vincent Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


SALEM GLEN: Case Summary & 24 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Salem Glen Country Club, LLC
        6420 Grovedale Drive, Suite 200
        Alexandria, VA 22310

Bankruptcy Case No.: 09-13547

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Bradford F. Englander, Esq.
                  Whiteford Taylor & Preston, L.L.P.
                  Suite 300
                  3190 Fairview Park Drive
                  Falls Church, VA 22042
                  Tel: (703) 280-9081
                  Fax: (703) 280-3370
                  Email: benglander@wtplaw.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
24 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/vaeb09-13547.pdf

The petition was signed by William L. Collins, III.


SEED FAITH: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Seed Faith International Church
        5200 Rivers Edge Place
        Indian Head, MD 20640

Bankruptcy Case No.: 09-18011

Chapter 11 Petition Date: May 5, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Walter L. Blair, Esq.
                  Muyiwa Sobo, Esq.
                  Law Firm of Blair & Lee, PC
                  4710 Melbourne Place
                  College Park, MD 20740
                  Tel: (301) 474-7121

Total Assets: $2,206,719

Total Debts: $3,195,052

According to its schedules of assets and liabilities, $1,826,122
of the debt is owing to secured creditors, $1,011,765 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
15 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/mdb09-18011.pdf

The petition was signed by Jeffrey Mouls.


SHINGLE SPRINGS: Moody's Lowers Corporate Rating to Caa1
--------------------------------------------------------
Moody's Investors Service on May 6 lowered Shingle Springs Tribal
Gaming Authority's corporate family, probability of default and
senior notes ratings to Caa1 from B3. The outlook was also revised
to negative from stable. The rating actions reflect the weaker
than initially anticipated ramp-up for the recently opened casino
due to severe economic challenges, our expectation of high
leverage at the end of the first year of operations and the risk
of financial covenant violation under the Furniture, Furnishings
and Equipment ("FF&E") loan.

In the first quarter of 2009, we believe that the ramp-up of The
Red Hawk Casino was negatively impacted by challenging economic
conditions in the Sacramento area, where unemployment exceeded
11%. Additionally, the housing correction and the area's poor
credit conditions have severely reduced the local consumers'
propensity to spend. Assuming no significant near-term improvement
in the earnings trend, Moody's believes that total debt/EBITDA
could exceed 6 times at the end of 2009.

The rating outlook is negative. Although Moody's believe that the
Authority should meet its debt service obligations in the short
term, assuming no quarter-over-quarter deterioration in EBITDA,
the risk of financial covenant violation under the FF&E loan
weighs on Shingle Springs' liquidity profile. In Moody's view,
Shingle Springs could find it challenging to satisfy the fixed
charge coverage test later this year.

The last rating action was on June 13, 2007, when a B3 corporate
family rating was assigned to Shingle Springs.

Ratings downgraded:

- Corporate family rating to Caa1 from B3

- Probability of default rating to Caa1 from B3

- Senior notes rating to Caa1 (LGD 4; 50%) from B3 (LGD 4; 52%)

Shingle Springs is an unincorporated governmental authority of the
Shingle Springs Band of Miwok Indians. The Authority was formed to
develop, own and operate the Red Hawk Casino, which opened on
December 17, 2008 near Sacramento, California.


SILICON GRAPHICS: Can Hire AlixPartners as Restructuring Advisors
-----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Silicon Graphics, Inc.,
and its debtor-affiliates to employ AlixPartners, LLP, as
restructuring advisors.

As reported in the Troubled Company Reporter on April 13, 2009,
AlixPartners is expected to:

   a) assist the Debtors and their management in developing a
      short-term cash flow forecasting tool and related
      methodologies and to assist with planning for alternatives
      as requested by the Debtors;

   b) assist with preparation for a potential bankruptcy filing
      under Chapter 11 of the U.S. Bankruptcy Code;

   c) assist the Debtors with preparing and filing of the
      bankruptcy schedules and statements of financial affairs;

   d) assist with the overall claims and contracts resolution
      process and provide both the Debtors and their counsel
      access to the claims and contracts data;

   e) work at the direction of the Debtors and counsel to assist
      with planning and directing Chapter 11-related
      communications to employees, vendors, customers and parties
      in interest.

   f) be available for testimony as necessary; and

   g) assist with other matters as may be requested that fall
      within AlixPartners' expertise and that are mutually
      agreeable.

Meade Monger, managing director of AlixPartners, told the Court
that the discounted hourly rates of the professionals assigned to
this case are:

     Managing Directors                      $595
     Directors                               $485
     Vice Presidents*                        $395
     Associates                              $295
     Analysts                                $195
     Paraprofessionals                       $120

Jeannie Tang will be billed at $295 per hour.  Kortney Bauer and a
vice president responsible for cash management assistance will be
billed at $335 per hour.  All three are based in San Francisco and
will incur limited travel expenses to the client site.

Mr. Monger added that prior to commencement of the Chapter 11
cases, AlixPartners received $69,257 for professional services
performed and expenses incurred.  Those payments have been applied
to outstanding invoices on account of fees and expenses incurred
in providing services to the Debtors.  In addition, AlixPartners
received an advance retainer of $25,000 on March 9, 2009, for
professional services.  AlixPartners will retain the balance of
the retainer to apply to fees and expenses incurred post-petition.

Mr. Monger assured the Court that AlixPartners is a "disinterested
person" as that term is defined in Section 101(14) of Bankruptcy
Code.

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.


SILICON GRAPHICS: Can Hire Davis Polk as Special Corporate Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Silicon Graphics Inc. and its debtor-affiliates to
employ Davis Polk & Wardwell as special corporate counsel.

As reported in the Troubled Company Reporter on April 13, 2009,
DPW is expected to:

   1) evaluate and negotiate strategic alternatives including
      the sales of assets, business units and intellectual
      property assets, both core and non-core, of the Debtors as
      may be proposed during the course of the Chapter 11 Cases;

   2) advise the Debtors, their board of directors and management
      as may be requested; and

   3) advise the Debtors regarding transaction agreements,
      specific assets or liabilities and advice in connection
      with the sale of these assets and divestitures of these
      liabilities.

To minimize costs, DPW will work with the Debtors, Ropes & Gray
LLP, the proposed counsel and each of the Debtors' other retained
professionals to delineate each professional duties and to prevent
unnecessary duplication of services whenever possible.

William M. Kelly, a partner of DPW, told the Court that the
hourly rates of the firm's professionals are:

     Partners and Counsel               $655 - $1,020
     Associates                         $325 -   $695
     Paraprofessionals and Staff        $110 -    $315

Mr. Kelly added that during the twelve month period prior to the
petition date, DPW received from the Debtors an aggregate of
$759,421 for professional services performed and expenses
incurred. Beginning March 2009, the Debtors established a retainer
balance with DPW.  As DPW issued invoices to the Debtors, DPW
applied the amount due from the retainer, and the Debtors
subsequently replenished the retainer.  After giving effect to the
application of its prepetition charges, the retainer is zero.

Mr. Kelly assured the Court that DPW is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Kelly can be reached at:

     Davis Polk & Wardwell
     450 Lexington Avenue
     New York, NY 10017
     Tel: (212) 450-4000
     Fax: (212) 450-3800

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.


SILICON GRAPHICS: Court Okays Ropes & Gray LLP as Bankr. Counsel
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Silicon Graphics Inc. and
its debtor-affiliates to employ Ropes & Gray LLP as counsel.

As reported in the Troubled Company Reporter on April 13, 2009,
Ropes & Gray is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of the businesses and properties;

   b) advise and consult on the conduct of these Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defend any action commenced against the
      Debtors' interests in negotiations concerning litigations
      in which the Debtors are involved, including objections to
      claims filed against the Debtors' estates;

   d) prepare all pleadings, including motions, applications,
      answers, orders, reports, and any other papers necessary or
      otherwise beneficial to the administration of the Debtors'
      estates;

   e) advise the Debtors with respect to the implementation,
      closing, and consummation of any sales of assets or other
      corporate transactions in these Chapter 11 cases;

   f) advise the Debtors with respect to a debtor-in-possession
      credit facility or authorization to use cash collateral,
      compliance therewith, and all matters related thereto;

   g) attend meetings with third parties and participate in
      negotiations with respect to these matters;

   h) take all necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors, and obtain
      approval of a Chapter 11 Plan and all documents related
      thereto; and

   i) perform all other legal services and provide all other
      legal advice requested by the Debtors with respect to the
      restructuring.

The hourly rates of Ropes & Gray's professionals are:

     Partners                    $635 - $945
     Special Counsel and Counsel $255 - $860
     Associates                  $240 - $645
     Paraprofessionals           $115 - $280

The hourly rates of Ropes & Gray professionals with primary
responsibility for these cases are:

     Mark I. Bane                    $895
     Mark R. Somerstein              $780
     Christopher W. Rile             $720
     Shuba Satyaprasad               $600
     Charles M. Roh                  $525
     Patricia I. Chen                $380

Mr. Somerstein, told the Court that on Nov. 20, 2008, Ropes &
Gray received a $500,000 retainer.  The firm's retainer was later
increased to $1 million.  As of the petition date, Ropes & Gray
holds a retainer of $575,000 and the Debtors do not owe the firm
any amounts for legal services rendered pre-bankruptcy.

Mr. Somerstein assured the Court that Ropes & Gray is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Somerstein can be reached at:

     Ropes & Gray LLP
     1211 Avenue of the Americas
     New York, NY 10036-8704
     Tel: + 1-212-596-9000
     Fax: + 1-212-596-909

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SILICON GRAPHICS: Court OKs Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Silicon Graphics Inc. and its debtor-affiliates to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as their
financial advisor.

As reported in the Troubled Company Reporter on April 7, 2009, the
firm is expected to provide advice to the Debtors in connection
with:

  a) Financing Transaction: includes any proposals for a private
     placement of equity, equity-linked or debt securities to
     provide financing to the Debtors and any of their
     affiliates.

  b) Sale Transaction: includes any proposals for a merger,
     consolidation, joint venture, partnership, spin-off, split-
     off, business combination, tender or exchange offer,
     acquisition, sale, distribution, transfer or other
     disposition of assets or equity interests, or similar
     transaction, involving all, or a portion of, the business,
     assets or equity interests of the Company and any of its
     subsidiaries or affiliates, in one or more transactions.

  c) Recapitalization Transaction: includes any transaction or
     series of transactions that constitutes a recapitalization
     or restructuring of the Debtors' equity and debt securities
     and other indebtedness, obligations or liabilities,
     including accrued and accreted interest thereon, including
     without limitation, interest bearing trade debt, which
     recapitalization or restructuring is effected pursuant to an
     exchange transaction, tender offer, a plan of reorganization
     under the Bankruptcy Code, a solicitation of consents,
     waivers, acceptances or authorizations, any change of
     control transaction, any refinancing, sale, acquisition,
     merger, repurchase, exchange, conversion to equity,
     cancellation, forgiveness, retirement and modification or
     amendment to the terms, conditions, or covenants of any
     agreements or instruments governing any of the Debtors'
     equity and debt securities or any combination of the
     foregoing transactions.

  d) Liquidity Transaction: includes any proposals for the
     purchase or other acquisition by the Company and/or any of
     its subsidiaries or affiliates of the Debtors' own capital
     stock or the capital stock of its subsidiaries, in one or
     more transactions.

Eric Winthrop, Esq., director of the firm, assured the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

A full-text copy of the Debtors' engagement letter is available
for free at http://ResearchArchives.com/t/s?3b0a

                      About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SIX FLAGS: Offers Debt for Equity Exchange; Ch. 11 An Alternative
-----------------------------------------------------------------
Six Flags, Inc. on May 6, 2009, commenced an offer to exchange any
and all of its 4.50% Convertible Notes due 2015 for shares of
common stock of Six Flags:

   * Principal amount will be $280,000,000

   * For each $1,000 claims (consisting of principal amount, and
     accrued and unpaid interest thereon through, and  including,
     June 25, 2009.) exchanged, the holders will receive 18.5857
     shares of common stock.

   * For each $1,000 of principal amount exchanged, the holders
     will receive 18.6786 shares of common stock

Six Flags is offering to exchange all properly tendered and
accepted SFI Convertible Notes for shares of Common Stock.
Subject to the terms and conditions of the Convertible Note
Exchange Offer, each holder of SFI Convertible Notes who validly
tenders and does not revoke all SFI Convertible Notes held by such
Holder will receive for each $1,000 claim (consisting of principal
amount, and accrued and unpaid interest thereon through, and
including, June 25, 2009) of SFI Convertible Notes tendered,
18.5857 shares of Common Stock, however, it is a condition to the
Convertible Note Exchange Offer that at least 95% of the
outstanding principal amount of the SFI Convertible Notes are
validly tendered for exchange and not revoked by 5:00 p.m., New
York City time, on May 28, 2009 and that Holders of such SFI
Convertible Notes do not withdraw their SFI Convertible Notes
prior to the Expiration Date.

Holders who tender and do not revoke their SFI Convertible Notes
in the Convertible Note Exchange Offer will not be entitled to any
interest on such SFI Convertible Notes from June 25, 2009,
regardless of when the Convertible Note Exchange Offer closes, and
any subsequent interest that would otherwise have been earned on
such SFI Convertible Notes will be deemed paid in full upon
receipt of the Total Consideration in the Convertible Note
Exchange Offer.

Concurrently with the Convertible Note Exchange Offer, Six Flags
is also soliciting consents from the Holders for certain
amendments to the indenture pursuant to which the SFI Convertible
Notes were issued, to eliminate or amend substantially all of the
restrictive covenants and modify certain of the events of default
and various other provisions contained in the Indenture.  A tender
by any Holder in the Convertible Note Exchange Offer will also
constitute an approval by such Holder of the Proposed Amendments.
The Proposed Amendments will not become operative unless and until
the Convertible Note Exchange Offer is consummated.

The Convertible Note Exchange Offer and Consent Solicitation will
expire at 11:59 p.m., New York City time, on June 25, 2009, unless
extended or earlier terminated.  Tenders of SFI Convertible Notes
pursuant to the Convertible Note Exchange Offer may be withdrawn
and consents delivered pursuant to the Consent Solicitation may be
revoked at any time until the Expiration Date, however, it is a
condition to the Convertible Note Exchange Offer that at least 95%
of the outstanding principal amount of the SFI Convertible Notes
are validly tendered for exchange and not revoked by 5:00 p.m.,
New York City time, on May 28, 2009 and that Holders of such SFI
Convertible Notes do not withdraw their SFI Convertible Notes
prior to the Expiration Date.

The Convertible Note Exchange Offer and the Consent Solicitation
are part of a restructuring plan with respect to the SFI
Convertible Notes and SFI's 8-7/8% Senior Notes due 2010, SFI's 9-
3/4% Senior Notes due 2013, SFI's 9-5/8% Senior Notes due 2014
and SFI's Preferred Income Equity Redeemable Shares (the "PIERS").
As part of the Restructuring Plan, SFI is also conducting (i) a
separate exchange offer for $131.1 million aggregate principal
amount, plus accrued and unpaid interest thereon through, and
including, June 25, 2009, of the SFI 2010 Notes, $142.4 million
aggregate principal amount, plus accrued and unpaid interest
thereon through, and including, June 25, 2009, of the SFI 2013
Notes and $314.8 million aggregate principal amount, plus accrued
and unpaid interest thereon through, and including, June 25, 2009,
of the SFI 2014 Notes to exchange 18.5857 shares of Common Stock
for each $1,000 claim, and (ii) a consent solicitation from the
holders of 11.5 million currently outstanding PIERS to amend the
terms of the PIERS to provide, among other things, that each
initial $25.00 of liquidation preference, plus accrued and unpaid
dividends thereon through, and including, June 25, 2009, shall
automatically convert into 0.17 shares of Common Stock upon
consummation of the Restructuring Plan (the "PIERS Amendment").
SFI currently intends to take advantage of the applicable 30-day
grace period for making the semi-annual cash interest payment due
on June 1, 2009 on the SFI 2014 Notes. The cash interest that
holders of the SFI 2014 Notes would otherwise be entitled has been
included in the calculation of the number of shares of Common
Stock such holders are being offered in the SFI Note Exchange
Offer and will receive in lieu of such cash payment.

If the Restructuring Plan is successful and all of the Holders of
SFI Convertible Notes and holders of SFI Notes participate
therein, the PIERS would be converted to approximately 10% of the
outstanding Common Stock, the SFI Convertible Notes would be
exchanged for approximately 26.7% of the outstanding Common Stock
and the SFI Notes would be exchanged for approximately 58.3% of
the outstanding Common Stock, with the existing holders of Common
Stock holding approximately 5.0% of the outstanding Common Stock,
in each case prior to taking into account the issuance of any
equity under an equity incentive plan to be adopted in connection
with the Restructuring Plan.

The consummation of the Convertible Note Exchange Offer is
conditioned upon the satisfaction or waiver of the other
conditions set forth in the Offering Memorandum and Consent
Solicitation Statement, dated May 6, 2009, including, among other
things: (i) at least 95% of the outstanding aggregate principal
amount of the SFI Convertible Notes are validly tendered for
exchange and not revoked by 5:00 p.m., New York City time, on
May 28, 2009, that holders of such SFI Convertible Notes do not
withdraw their SFI Convertible Notes on or prior to the Expiration
Date, and holders representing such SFI Convertible Notes deliver
their consents to the Proposed Amendments; (ii) at least 95% of
the aggregate principal amount of each issue of the SFI Notes are
validly tendered for exchange and not revoked by 5:00 p.m., New
York City time, on May 28, 2009, such tenders of SFI Notes being
irrevocable thereafter, and holders representing such SFI Notes
deliver their consents to the proposed amendments to the
indentures pursuant to which the SFI Notes were issued; (iii)
holders of a majority of the outstanding liquidation preference of
the PIERS consent to the PIERS Amendment; and (iv) holders of a
majority of the outstanding shares of Common Stock consent to the
adoption of a new equity incentive plan, the PIERS Amendment, a 1-
for-100 reverse stock split and a decrease in Six Flags'
authorized shares of common stock and certain other amendments to
Six Flags' certificate of incorporation.

In the event that the Restructuring Plan does not occur, Six Flags
intends to explore all other restructuring alternatives available
to it at that time, which may include an alternative out-of-court
restructuring or the commencement of a chapter 11 plan of
reorganization, with or without a pre-arranged plan of
reorganization.  There can be no assurance that any alternative
restructuring arrangement or plan could be accomplished.

Six Flags' obligations to accept any SFI Convertible Notes
tendered and to pay the applicable consideration for them are set
forth solely in the Offering Memorandum relating to the
Convertible Note Exchange Offer and Consent Solicitation filed
with the Securities and Exchange Commission (the "SEC") on
Schedule TO and the accompanying Letter of Transmittal.

Bloomberg's Bill Rochelle notes that Six Flags reported a
$113 million net loss last year on revenue of $1 billion.  Income
from operations was $144 million.  Interest expense was
$179 million.

                       About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries
-- Six Flags (Issuer Default Rating to 'CC' from 'CCC'; and Senior
unsecured notes, including the 4.5% convertible notes, to 'C/RR6'
from 'CC/RR6'); Six Flags Operations Inc. (IDR to 'CC' from 'CCC';
and Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'); and Six
Flags Theme Park Inc. (IDR to 'CC' from 'CCC'; and Secured bank
credit facility to 'B-/RR2' from 'B/RR1').  In addition, Fitch
affirms Six Flags' preferred stock at 'C/RR6'.

As reported by the TCR on April 6, Standard & Poor's Ratings
Services withdrew its ratings on New York, New York-based Six
Flags Inc. and its subsidiaries, including the 'CCC' corporate
credit rating, at the Company's request.

AS reported by the TCR on April 23, 2009, Moody's Investors
Service said that Six Flags, Inc.'s proposed exchange offer to
convert its approximate $868 million of bonds and approximate
$318.8 million of Preferred Income Equity Redeemable Shares into
common stock, if completed, will constitute a distressed exchange,
which is an event of default under Moody's definition of default.


SKY INN HOTEL: Files Chapter 11 Petition in Austin
--------------------------------------------------
Sky Inn Hotel & Suites Inc. filed for Chapter 11 reorganization
May 5 in its hometown, Bloomberg's Bill Rochelle said.

The petition says assets and debt both exceed $10 million.

Sky Inn Hotel & Suites Inc. operates a hotel near the airport in
Austin, Texas.


SMURFIT-STONE: Seeks August 24 Extension of Lease Decision Period
-----------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
May 26, 2009 deadline to assume or reject non-residential real
property leases.

The Debtors seek to extend the Assumption/Rejection Period by 90
days, through and including August 24, 2009, pursuant to Section
365(d)(4).

Section 365(d)(4) provides that a debtor's unexpired lease of
nonresidential real property will be deemed rejected if the
trustee does not assume or reject the unexpired lease by the
earlier of (i) the date that is 120 days after the order for the
relief, or (ii) the date of entry of an order confirming a plan.
Section 365(d)(4) provides, however, that the court may extend the
period prior to the expiration of the 120-day period for 90 days
on the debtor's motion for cause.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
notes that on the Petition Date, the Debtors were parties to
approximately 130 Real Property Leases that must be assumed or
rejected prior to expiration of the Assumption/Rejection Period.

An extension of the Assumption/Rejection Period is consistent with
the rehabilitative goals of the Bankruptcy Code and will not
unduly prejudice any of the counterparties to the Real Property
Leases, Mr. Conlan contends.  He notes that the Debtors are
current on all of their postpetition obligations under the Real
Property Leases.

In addition, Mr. Conlan points out that the Debtors' cases involve
25 separate Debtors, 11 of which are cross-border Debtors, with
manufacturing operations in the United States, Canada and Mexico.
He further notes that the Real Property Leases relate to plant,
office and warehouse properties located in approximately 28
different states, three different Canadian provinces, and Mexico.

"Evaluating each of the Real Property Leases and determining
whether they should ultimately be assumed or rejected is a
substantial and time-consuming task," Mr. Conlan says.

Given the volume of other tasks required of the Debtors' personnel
and professionals during the initial Assumption/Rejection Period,
the Debtors does not have sufficient time to carefully evaluate
each of the Real Property Leases, Mr. Conlan relates.  However, he
says that the Debtors have begun the process, and have:

   (i) rejected approximately 35 Real Property Leases pursuant to
       four separate Court-approved requests; and

  (ii) sought to reject an additional five Real Property Leases
       pursuant to another motion that is currently pending.

An extension is without prejudice to the Debtors' right to request
a further extension with the consent of affected lessors.

              Debtors Seek Extension of Removal Periods

The Debtors also ask the Court to extend the deadline within which
they may file notices of removal of claims and causes of action
pursuant to Section 1452 of the Bankruptcy Code and Rule 9027 of
the Federal Rules of Bankruptcy Procedure by 120 days, through and
including August 24, 2009.

The Debtors also ask the Court that their request be granted
without prejudice to their right to seek further extensions.

Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedures, the Court may extend the period within which the
Debtors may remove actions pending against them before the
Petition Date "for cause . . . at any time in its discretion
. . . if the [request is] made before the expiration of the period
originally prescribed or as extended by a previous [O]rder."

Section 1452 of the Bankruptcy Code provides that "a party may
remove a claim or cause of action in a civil action . . . to the
district court for the district where such civil action is
pending. . . "

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
notes that the current deadline for the Debtors to file notices of
removal is April 26, 2009.

Mr. Conlan contends that since the Petition Date, the Debtors have
devoted substantially all of their resources to stabilizing their
business operations and addressing critical case management
issues.  He adds that given the size of the Debtors' business
operations and the large number of Debtors involved in the Chapter
11 Cases, the Debtors' management and advisors have devoted an
extraordinary amount of time and effort towards ensuring a smooth
transition of the Debtors' operations into Chapter 11 and meeting
the initial requirements of the Chapter 11 process, along with the
substantial efforts that are required to manage the Debtors'
business operations.

Given the tasks and their attendant demands on the Debtors'
personnel and professional advisors, the Debtors have a legitimate
need for additional time to review their outstanding litigation
matters and evaluate whether those matters should properly be
removed pursuant to Section 1452 and Rule 9027, Mr. Conlan
explains.  He argues that if the Debtors' request is denied, they
could lose a significant element of their overall ability to
manage pending litigation matters during their Chapter 11 cases
before they even had the opportunity to evaluate the merits of the
litigation, to the detriment of the Debtors, their estates, and
their creditors.

Furthermore, Mr. Conlan tells the Court that the counterparties to
any claims or causes of action will not suffer any prejudice
because prepetition claims and causes of action against the
Debtors are stayed by operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, and no bar date for the
filing of claims against the Debtors has yet been established.

Accordingly, preserving the Debtors' ability to remove related
claims and causes of action will not impose significant delay or
unnecessary burdens on any counterparties to related claims and
causes of action, Mr. Conlan further argues.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Seeks OK to Hire Studley as Real Estate Broker
-------------------------------------------------------------
Smurfit-Stone Container Corp. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Studley, Inc., as their real estate broker, in connection
with:

   * negotiations towards a potential restructuring of existing
     leases for the Debtors' corporate headquarters at 150 North
     Michigan Avenue in Chicago, Illinois, and Six City Place
     Drive in Creve Coeur, Missouri; and

   * on a parallel track, the analysis and evaluation of the
     options available to the Debtors for a potential relocation
     of the Facilities, in accordance with the terms and
     conditions of a working agreement.

The Debtors are in the process of reviewing each of their
unexpired leases of nonresidential real property to determine
whether the leases should ultimately be assumed or rejected,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates.  He adds that in connection with
the review, the Debtors will attempt to renegotiate the existing
leases for the Facilities in order to realize potential cost
savings.  At the same time, the Debtors will explore other options
in the Chicago and St. Louis real estate markets and will consider
relocating the Facilities if negotiations are not successful.

In connection with the process, Mr. Brady says that the Debtors
need the services of a seasoned and experienced real estate
broker and the Debtors believe that Studley is particularly well
suited.

Mr. Brady tells the Court that since March 19, 2009, Studley's
professionals have worked closely with the Debtors' management
team and the other professionals retained by the Debtors and have
become well-acquainted with the Debtors' business operations and
real estate needs.

As the Debtors' real estate broker, Studley will represent the
Debtors in connection with the negotiations over the
Restructuring Transactions and will analyze and evaluate the
opportunities available to the Debtors in connection with the
potential New Space Transactions.  Mr. Brady relates that the
Debtors have agreed that Studley will have the exclusive right,
for a period of 12 months from May 19, to represent the Debtors
in connection with the Restructuring Transactions and the New
Space Transactions.

The Debtors will pay Studley according to these terms:

   (a) Restructuring Transaction

       In the event of a Restructuring Transaction with respect
       to either of the two Facilities, the Debtors have agreed
       to pay a fixed fee equal to 6% of the total savings
       generated by the Restructuring Transaction, provided that
       the fee will be capped at a maximum of $240,000 for the
       Chicago facility and $560,000 for the Creve Coeur
       facility.  If the amount of space the Debtors currently
       lease for the Facilities is reduced within 12 months of
       the effective date of a Restructuring Transaction,
       Studley's fees in respect to space reductions cannot
       exceed the lesser of:

          * 40% of the Chicago Capped Fee or the Creve Coeur
            Capped Fee, as the case may be, or

          * 6% of the total savings achieved by the Debtors, up
            to the Chicago Capped Fee or the Creve Coeur Capped
            Fee, as the case may be.

       If the amount of space the Debtors currently lease for the
       Facilities is reduced later than 12 months from the
       effective date of a Restructuring Transaction, Studley's
       fees cannot exceed the lesser of:

          * 40% of the Chicago Capped Fee or the Creve Coeur
            Capped Fee, as the case may be; or

          * 6% of the total savings achieved by the Debtors, up
            to the Chicago Capped Fee or the Creve Coeur Capped
            Fee, as the case may be.

   (b) New Space Transactions

       If the Debtors elect to relocate either of the Facilities,
       the party with whom the Debtors enter into a New Space
       Transaction will pay Studley a market brokerage commission
       and the Debtors will not be obligated to pay any fee to
       Studley.  The Debtors have agreed that they will not enter
       into any commitments for leaving new space until the
       Landlord has agreed to pay Studley a full commission at
       market rates and terms.

       However, if the Debtors decide to relocate their Chicago
       headquarters, Studley's commission will be capped at a
       dollar per rentable square foot per lease year, with any
       excess amount being paid directly to the Debtors.

Because Studley's fees will be calculated strictly based on a
percentage of savings generated with respect to the Restructuring
Transactions, and given that any commission payable to Studley
with respect to the New Space Transactions will be payable by the
Landlord, Studley asks that it not be obligated to keep time
records in connection with its engagement by the Debtors.

John Goodman, an executive vice president of Studley, assures the
Court that his company is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Settles U.S. Trustee Objection on Incentive Payment
------------------------------------------------------------------
Smurfit-Stone Container Corp. settled an objection by Roberta A.
DeAngelis, the Acting United States Trustee for Region 3, on the
Debtors' request to provide employee incentives.

The U.S. Trustee argued that the Debtors have not provided
sufficient evidence to justify the payment of more than
$47,000,000 in short-term bonuses to employees, some of which are
insiders, and over $15,000,000 in long-term bonuses to employees.
The U.S. Trustee asked the Court to deny the Debtors' request.

The U.S. Trustee argued that the Debtors must provide the Court
and parties-in-interest with information regarding what employees
to be paid are insiders, or whether the payments to be made to
them are triggered by truly-incentive based criteria.  Moreover,
she said the Debtors need to justify that the metrics that trigger
the bonus payments, adjusted operating corporate and division
earnings before taxes, are consistent with historical practice and
present true incentive-based criteria for the particular employees
covered by the Bonus Plans.

Subsequently, the Debtors and the U.S. Trustee came up with an
agreed order signed by Judge Shannon, addressing the concerns and
changes requested by the U.S. Trustee, including the Debtors' duty
to notify the U.S. Trustee, the Court, and other parties-in-
interest which employees that insiders are to be paid.

Pursuant to the agreed order, the Debtors are authorized, but not
directed, to implement the Employee Compensation Plan for 2009. A
copy of the agreed order is available for free at:

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

In a separate order, Judge Shannon approved the Debtors' request
to file under seal Hewitt Associates LLC's compensation review of
the Compensation Plans.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Sidley Austin Bills $1.6MM for Two Months' Work
--------------------------------------------------------------
Five professionals retained in the bankruptcy cases of Smurfit-
Stone Container Corp. and its affiliates filed applications with
the U.S. Bankruptcy Court for the District of Delaware for
allowance of fees and reimbursement of expenses:

   Professional             Period          Fees      Expenses
   ------------             ------       ----------   --------
   Sidley Austin LLP        Jan. to      $1,615,405    $39,653
                            Feb. 2009

   Ernst & Young LLP        Jan. to         601,221        359
                            Feb. 2009

   Lazard Freres & Co. LLC  Jan. to         298,387      1,835
                            Feb. 2009

   Kramer Levin Naftalis    Feb. 2009       375,004      6,182
      & Frankel LLP

   Bennett Jones LLP        Feb. 2009        22,474        114
                            Mar. 2009        64,012        581

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, certifies that as of April 29, 2009, there
were no objections to Sidley Austin's January to February 2009
monthly fee application.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: To Receive $200,000 in Southeast Fuels Settlement
----------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement agreement with Southeast Fuels, Inc., pursuant to Rule
9019(a) of the Federal Rules of Bankruptcy Procedure.

On September 19, 2008, Smurfit-Stone Container Corporation
commenced an action against Southeast Fuels in the United States
District Court for the Eastern District of Virginia, seeking
$2,500,000 in damages, plus all costs and attorneys' fees, for
Southeast Fuel's breach of a coal supply contract.

Southeast Fuels denied SSCC's allegations and asserted a
counterclaim against SSCC by alleging that SSCC failed to pay
certain invoices for shipments of coal amounting to $121,968 and
seeks damages against SSCC in an amount to be proven at trial,
plus all costs incurred by Southeast Fuel in connection with the
District Court Action.

Southeast Fuels obtained relief from the automatic stay through a
stipulated order allowing Southeast Fuels to assert the
Counterclaim for purposes of a mediation of the dispute before a
magistrate judge of the District Court on February 11, 2009.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that the Debtors agreed to enter into mediation to bring
the Complaint and Counterclaim to a final judgment.  However, he
notes that the Stipulated Order did not permit Southeast Fuels to
seek any affirmative recovery on the Counterclaim against any
assets of the Debtors.

Mr. Conlan says that although the Mediation did not result in a
resolution of the Complaint and Counterclaim, the Debtors and
Southeast Fuels continued to discuss a potential negotiated
settlement which resulted in a resolution.  The terms of the
Parties' Agreement are:

   -- SSCC will pay nothing to Southeast Fuels and Southeast
      Fuels will pay $200,000 to SSCC to settle all of the claims
      asserted in the District Court Action;

   -- Southeast Fuels will place an initial cash payment of
      $150,000 in escrow;

   -- Southeast Fuels will make a second cash payment amounting
      to $50,000, on or before July 2, 2009 which will be secured
      by a promissory note from Southeast Fuels;

   -- SSCC and Southeast Fuels mutually release each other of
      all claims effective immediately upon the Court's approval
      of the Settlement Agreement;

   -- upon the Court's approval of the Settlement Agreement, SSCC
      and Southeast Fuels will cause the District Court Action,
      including the Complaint and the Counterclaim, to be
      dismissed with prejudice, with each Party paying its own
      costs and attorneys' fees.

Mr. Conlan contends that the terms of the Settlement Agreement
are fair and reasonable and is in the best interests of the
Debtors' estates as it avoids the costs and uncertainty of
litigation.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: U.S. Bank Seeks Allowance of $17.5MM Admin. Claim
----------------------------------------------------------------
Various creditors ask the U.S. Bankruptcy Court for the District
of Delaware for allowance and immediate payment of administrative
expenses pursuant to Section 503(b)(9) of the Bankruptcy Code,
relating to the prior delivery of goods to Smurfit-Stone Container
Corp., 20 days before the Petition Date and in the ordinary course
of business.

The Creditors are:

                                                        Amount
   Creditors                                            Asserted
   ---------                                            --------
   U.S. Bank Trust N.A.                              $17,599,249
   Philipp Lithographing Company                         204,763
   Xerium Technologies, Inc.                             101,519
   Corrugated Gear Services, Inc.                         46,544
   NPP Packaging Graphics Specialist, Inc.                50,038

Kentucky Cumberland Coal Company had sought payment of its
$972,877 administrative expense claim.  Robert S. Brady, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
relates that the Debtors and Kentucky Cumberland entered into
discussions and reached an agreement.

Pursuant to a stipulation approved by the Court, the Parties
agreed that Kentucky Cumberland holds an allowed administrative
expense claim amounting for $972,877.  Kentuck Cumberland waives
its right to file further motions or notices seeking allowance and
payment of administrative expense claims under Section 503(b)(9)
of the Bankruptcy Code.

                   About Smurfit-Stone Container

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SOURCE INTERLINK: Chapter 11 Case Could Take Only 1 Month
---------------------------------------------------------
Source Interlink Cos. stands to be in and out of Chapter 11 in
just over one month, Bloomberg's Bill Rochelle says.  He notes
that the Company filed for Chapter 11 on April 27 and has already
obtained a May 28 hearing for the confirmation of its
reorganization plan.

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.

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

                      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.


SPARTAN PLUMBING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Spartan Plumbing
        1002 S Campbell Ave
        Tucson, AZ 85719

Bankruptcy Case No.: 09-09626

Chapter 11 Petition Date: May 6, 2009

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

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

Total Assets: $353,000

Total Debts: $2,847,714

According to its schedules of assets and liabilities, $1,104,108
of the debt is owing to secured creditors, $936 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/azb09-09626.pdf

The petition was signed by Michael J. Gesty, member of the
Company.


STEBAR LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stebar, LLC
          dba DeLap's Hardware & Rental
        3288 Main Street
        East Troy, WI 53120

Bankruptcy Case No.: 09-26464

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Brent D. Nistler, Esq.
                  Nistler Law Office S.C.
                  3235 N. 124th Street
                  Suite 4
                  Brookfield, WI 53005
                  Tel: (262) 373-1420
                  Fax: (262) 373-1421
                  Email: bnistler@nistlerlaw.com

Total Assets: $931,471

Total Debts: $1,238,850

According to its schedules of assets and liabilities, $380,674 of
the debt is owing to secured creditors, $44,546 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/wieb09-26464.pdf

The petition was signed by Steve DeLap and Barbara Ann DeLap.


STOCK BUILDING: Files Ch. 11 to Sell Majority Stake to Gores
------------------------------------------------------------
Stock Building Supply Holdings LLC filed for Chapter 11 protection
May 6 in Delaware to complete a transaction in which private
equity investor Gores Group LLC receives 51% ownership as part of
a reorganization plan to pay all creditors in full except current
owner Wolseley Plc, Bloomberg's Bill Rochelle said.

A statement by the parties said that the transaction is the result
of a strategic review process undertaken by Wolseley and Stock to
identify a partner to position Stock for future growth.  During
this process, Wolseley and Stock met with and received bids from
many interested parties.  After conducting a thorough evaluation,
it was determined that a partnership with Gores would be most
beneficial for Stock's employees, vendors and customers.  Given
its confidence and support for the business, Wolseley will retain
a 49% interest in the business.

"We are very excited about [May 6's] announcement and look forward
to working with Gores to develop the business," said Stock
President Joe Appelmann.  "Gores' strong operational expertise and
focus will help position the company during this unprecedented
downturn and to outperform the market."

"Stock has been providing the U.S. market with the highest quality
building materials for more than 80 years.  As one of the United
States' leading suppliers of building materials to professional
home builders and contractors, Stock presents a compelling
investment opportunity, particularly at this point in the
economy," said Ian R. Weingarten, Managing Director of The Gores
Group.  "The company has taken aggressive actions to mitigate the
effects of the housing downturn by continuing to diversify its
business and streamline its operations. These steps taken by the
Stock team in tandem with Gores' focus and operational expertise,
will position the business to achieve its full potential and
continue to deliver high quality products and service to its
customers."

"Executing a joint-venture agreement with Gores and completing
this recapitalization will allow Stock to emerge financially
stronger from this economic down cycle," said Chip Hornsby, Group
Chief Executive Officer of Wolseley.  "We look forward to working
with Gores to move forward with the business."

Stock's operations will continue as usual during the filing and
beyond.  Throughout the process employees will continue to receive
their salaries and benefits and Stock will pay in full all vendor
obligations.

                   45-60 Days for Pre-Pack Case

Definitive documentation for the transaction was executed and the
closing of the 51% purchase was consummated May 6, according to
the statement.  As part of the transaction, Gores has committed to
invest $75 million in the company and provide a $125 million
revolving credit bridge facility.  Gores investment is conditioned
upon completion of a voluntary, pre-packaged Chapter 11 process
that is expected to last 45 to 60 days.

The company filed a Chapter 11 plan and explanatory disclosure
statement along with the petition.

The parties say the bankruptcy process provides Stock with the
flexibility to shed the company's operations associated with its
closed locations and underperforming markets as well as inject
fresh, needed capital.  The new capital is intended to ensure a
stable ongoing business model as well as permit the company to pay
all of its creditors their claims in full as allowed by the
bankruptcy laws.

Integral to the pre-packaged plan is the stipulation that all
trade creditors, suppliers, customers and employees will receive
the full allowed amounts owed to them.  As a result, creditors are
not required to vote on the plan.

In conjunction with the pre-packaged recapitalization, Stock has
arranged for debtor-in-possession ("DIP") financing from Wolseley
with an initial commitment of up to $100 million.

210 Leases to Be Terminated

Bill Rochelle relates the Plan calls for terminating about 210
leases where operations are being shut down.  Court papers say
other locations also may close.

Court papers, according to the report, say Gores would not have
acquired control without using Chapter 11 to "significantly reduce
lease expenses for closed locations" while eliminating $700
million in loans owed to Wolseley.

Mr. Rochelle says Gores and Stock may be intending to use Chapter
11 so landlords with rejected leases will have damage claims
limited to three years' rent under bankruptcy law.

                    About The Gores Group, LLC

Founded in 1987, The Gores Group, LLC -- http://www.gores.com/--
is a private equity firm focused on acquiring controlling
interests in mature and growing businesses which can benefit from
the firm's operating experience and flexible capital base. The
firm combines the operational expertise and detailed due diligence
capabilities of a strategic buyer with the seasoned M&A team of a
traditional financial buyer. The Gores Group, LLC has become a
leading investor having demonstrated over time a reliable track
record of creating substantial value in its portfolio companies
alongside management. The firm's current private equity fund has
committed equity capital of $1.7 billion. Headquartered in Los
Angeles, California, The Gores Group, LLC maintains offices in
Boulder, Colorado and London.

                        About Wolseley PLC

Wolseley plc is the world's largest specialist trade distributor
of plumbing and heating products to professional contractors and a
leading supplier of building materials to the professional
markets. Group revenue for the year ended 31 July 2008 was
approximately 16.5 billion and trading profit was 683 million.
At 31 January 2009, Wolseley had around 63,000 employees operating
in 27 countries namely: UK, USA, France, Canada, Ireland, Italy,
The Netherlands, Switzerland, Austria, Czech Republic, Hungary,
Belgium, Luxembourg, Denmark, Sweden, Finland, Norway, Slovak
Republic, Poland, Romania, San Marino, Panama, Puerto Rico,
Trinidad & Tobago, Mexico, Barbados and Greenland. Wolseley plc is
listed on the London Stock Exchange (LSE: WOS) and is in the FTSE
250 index of listed companies.

                    About Stock Building Supply

Raleigh, North Carolina-based Stock Building Supply is a leading
supplier of building materials to professional home builders and
contractors in the United States.  Stock --
http://www.stockbuildingsupply.com/-- currently operates
approximately 200 locations in 27 states, with reported sales of
$3.5 billion for the fiscal year 2008.

Stock Building Supply Holdings, LLC and several affiliates filed
for Chapter 11 on May 6 (Bankr D. Del. Case No. 09-11554).
Together with the petition, the Debtors filed a pre-packaged plan
Under which creditors will be paid in full and Wolseley Plc will
transfer a 51% stake in Stock Building to Gores Group LLC, and
retain the remaining 49% stake.

Judge Mary F. Walrath handles the Chapter 11 case.  The Debtors
have tapped Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young, Conaway, Stargatt & Taylor, for representation in
their Chapter 11 cases.  They have tapped  Shearman & Sterling LLP
as general counsel and FTI Consulting as restructuring advisor.
Stock Building, in its petition, says it assets are between
$50 million and $100 million and debts $10 million to $50 million.


SYNTAX-BRILLIAN: Court Approves Sale of Olevia Brand to Emerson
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
May 4, 2009, the sale of Syntax-Brillian Corporation, et al.'s
brand and related assets, free and clear of all liens and
interests, to Emerson Radio Corp.  The Debtors relate that Emerson
made the winning bid in the amount $1,270,000, all in cash, upon
the resumption of the auction on April 29, which commenced the day
before.

Of the cash received at cloing out of the purchase price to be
paid by Emerson, $98,000 shall be paid to Amergnece immediately
upon closing as a Break-Up Fee, expense reimbrusement and in
consideration for the withdrawal of its objections to the sale,
waiver of appeal rights, and dismissal with prejudice of the
Amergence adversary proceeding.

As reported in the Troubled Company Reporter on May 1, 2009,
Amergence Technology Inc., filed an adversary complaint against
Syntax-Brillian Corp., after the Debtors breached an agreement to
sell the Olevia brand of televisions and associated intellectual
property to Amergence.

Amergence asked the Bankruptcy Court to enter a temporary
restraining order barring the Debtors from selling the assets to
another party.

Amergence is an IT and electronics services provider based in City
of Industry, California.  On March 27, the Debtors and Amergence
entered into an asset purchase agreement wherein Amergence was the
stalking horse bidder for the Olevia brand.  The Court on April 16
approved bidding and auction procedures for the sale, and set
April 24 as the deadline for competing bids.

Amergence related that it was not informed of any competing offer
for the asset.  Three days after the bid deadline, however, the
Debtors informed Amergence that they accepted an overbid from
Emerson Radio Corporation.

Amergence offered $280,000 for the asset.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel.  Five
members compose the Official Committee of Unsecured Creditors.
Pepper Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


SYNTAX-BRILLIAN: Parties Still Negotiating Confirmation Order
-------------------------------------------------------------
Syntax-Brillian Corporation and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive period to solicit acceptances of their plan
through and including June 15, 2009.

As reported in the Troubled Company Reporter, on January 16, 2009,
the Debtors filed their joint plan and disclosure statement which
provides for the winding-up of the Debtors' estates.  On March 12,
2009, the Court approved the Debtors' disclosure as containing
adequate information.

At the confirmation hearing, the Court said that he will approve
the Plan, Bloomberg's Bill Rochelle previously reported.

In their motion for the extension, the Debtors said that on April
21, and 22, 2009, the Bankruptcy Court approved the Plan, however
an order confirming the Plan has not yet been entered.  The
Debtors relate that the parties are still negotiating toward a
consensual form of the proposed confirmation order.  Certain
objections to claims have been filed which will need to be
resolved prior to declaration of the Plan's Effective Date.  The
Debtors add that extension requested herein will ensure that the
the process, which is nearing completion, may take place without
interruption and without the Debtors ceding any exclusivity
rights.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel. Five members
compose the Official Committee of Unsecured Creditors.  Pepper
Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


T. DARDAR PROPERTIES: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: T. Dardar Properties, LLC
        321 Sandy Brook Ct.
        Madisonville, LA 70447

Bankruptcy Case No.: 09-11326

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Adam Hutton, Esq.
                  324 North Theard Street
                  Covington, LA 70433
                  Tel: (985) 898-0611
                  Fax: (985) 898-0118
                  Email: adam_hutton@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 Debtor's petition, including its list of
19 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/laeb09-11326.pdf

The petition was signed by Timothy H. Dardar.


THEMETECH CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Themetech Corporation
        3839 North 35th Avenue
        Phoenix, AZ 85017

Bankruptcy Case No.: 09-09583

Chapter 11 Petition Date: May 6, 2009

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

Judge: George B. Nielsen Jr.

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

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

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

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

The petition was signed by Michael D. Kennedy, president of the
Company.


THORNBURG INDUSTRIES: Taps Houlihan Lokey as Investment Banker
--------------------------------------------------------------
Thornburg Mortgage Inc. and its debtor-affiliates ask the U.S.
States Bankruptcy Court for the District of Maryland for
permission to employ Houlihan Lokey Howard & Zukin Capital Inc. as
their investment banker for the sale of ADFITECH Inc.

The firm will assist the Debtors in the critical tasks associated
with analyzing and implementing the possible courses of action
available with respect to the sale of the business of ADFITECH, an
independently-operated wholly owned subsidiary of Thornburg
Mortgage Home Loans Inc. that provides mortgage-related auditing
and quality control consulting services to financial institutions
in Edmund, Oklahoma.

The firm will receive $100,000 per month for this engagement.

Bradley Jordan, director of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                    About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustablerate
mortgages. It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets. Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc. and its four affiliates filed for Chapter
11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge Duncan
W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc. is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of Jan. 31,
2009.


TITLEMAX HOLDINGS: Court OKs Temporary Access of Cash Collateral
----------------------------------------------------------------
The U.S. Southern District of Georgia authorized TitleMax
Holdings, LLC, and its debtor-affiliates to use until May 20,
2009, the cash securing repayment of the loan from Merrill Lynch
Mortgage Capital Inc.  The Court also authorized the Debtors to
grant adequate protection to the secured lenders.

A final hearing on the Debtors' motion is set for May 19, 2009, at
10:00 a.m.

As reported in the Troubled Company Reporter on April 27, 2009,
the Debtors cite these reasons for seeking to use their lenders'
cash collateral:

   -- The value of the Debtors' loan receivables, which are
      subject to the secured lenders' lien and security interests,
      exceeds the liabilities owed to the secured lenders;

   -- The Debtors' proposed adequate protection to the secured
      lenders puts them in a better position than they would be
      were the Debtors to comply strictly with their obligations
      under the prepetition credit agreement;

   -- The Debtors' projections show that the secured lenders'
      equity cushion will actually increase postpetition and that
      the Debtors will be able to make significant postpetition
      principal payments;

   -- The Debtors anticipate operating at a significant
      postpetition profit;

   -- The Debtors have significant unsecured creditors including
      subordinate debt holders and trade creditors whose interests
      would be wiped out if the Debtors are not permitted to use
      the cash collateral; and

   -- The Debtors employ approximately 1,800 people in eight
      States who would lose their jobs if the Debtors are forced
      to cease operation.

The Debtors have been unable to secure reasonable proposals to
refinance the prepetition credit agreement.

                         Prepetition Loans

On April 20, 2007, the Debtors entered into a loan and security
agreement with Merrill Lynch, as both agent and lender, and
Fortress Credit Funding I LP, Fortress Credit Funding III LP, and
Fortress Credit Opportunities I, LP.

The maximum amount of the loan facility under the prepetition
credit agreement is $255 million, of which $225 million comprises
the Tranche A maximum amount, and $30 million the Tranche B
maximum amount.  Tranche A advances bear interest at one-month
LIBOR plus a 2.50% margin.  Tranche B advances bear interest at
one-month LIBOR plus a 10% margin.

Pursuant to the prepetition credit agreement, the agent was
granted, for the benefit of the secured lenders, a continuing lien
on and security interest in substantially all of the Debtors'
assets.  The Tranche A and Tranche B advances are secured by the
same collateral.

As of TitleMax Holdings' petition date, the total outstanding
principal amount under the loan facility was approximately
$165 million, all of which consists of Tranche A advances and a
small amount of Tranche B advances.

The prepetition credit agreement has a scheduled maturity date of
April 20, 2009.

In a separate request, the Debtors have sought permission that all
available funds held in their blocked accounts and all funds that
are received into the blocked accounts on or after the petition
date be automatically transferred on a daily basis into the
Debtors' master finance account at SunTrust, rather than their
collection account.

The Debtors will grant (a) current cash payment of non-
default rate interest, fees and expenses; (b) superpriority
administrative claims; and (c) a continuing lien on postpetition
generated cash collateral.

The Debtors related that the secured lenders are adequately
protected because of the existence of a substantial equity
cushion.  The secured lenders are owed approximately $165 million.

As of April 20, 2009, the principal face value of the prepetition
receivables was approximately $208 million.  Thus, the prepetition
receivables have a face value far in excess of the amount owed to
the secured lenders, approximately 126%.

Additionally, the Debtors proposed to pay all postpetition
interest
so that the total amount owed to the secured lenders will not
increase during the pendency of the bankruptcy and the equity
cushion will not be eroded.

                       About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.

The Company and its affiliates filed for Chapter 11 protection on
April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805).  DLA
Piper LLP represents the Debtors in its restructuring efforts.
The Company has assets and debts both ranging from $100 million to
$500 million.


TITLEMAX HOLDINGS: U.S. Trustee Picks 7-Member Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed seven creditors to serve
on the official committee of unsecured creditors in Titlemax
Holdings LLC and its debtor-affiliates' Chapter 11 cases:

The Committee members are:

1. Gregory M. Parker
   222 Drayton Street
   Savannah, GA 31401
   Tel: (912) 844-7306
        (912) 231-1001
   Fax: (912) 231-0030

2. National Retail Properties
   Attn: Chris Tessitore
         Executive Vice President and General Counsel
   450 S. Orange Avenue, Suite 900
   Orlando, FL 32801
   Tel: (407) 650-1115

3. William Dascombe
   10 Judson Court
   Savannah, GA 31405
   Tel: (912) 898-1500
   Fax: (912) 256-0229

4. TechDiscovery, LLC
   Attn: J. Paul Heerin, CFO
   5 concourse Parkway, Suite 2250
   Atlanta, GA 30328
   Tel: (678) 990-3650
   Fax: (678) 990-3654

5. Nuvox
   Attn: Pamela J. Hanlon, Senior Account Manager
   6001 Chatham Center Dr., Suite 1706
   Savannah, GA 31405
   Tel: (912) 629-7603
   Fax: (912) 629-7610

6. Richard J. Greco, MD
   5361 Reynolds Street
   Savannah, GA 31405
   Tel: (912) 655-1845

7. Deemer Dana & Froehle
   Attn: John Vandaveer, CPA
   118 Park of Commerce Drive
   Savannah, GA 31405
   Tel: (912) 232-3482

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

                       About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.

The Company and its affiliates filed for Chapter 11 protection on
April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805).  DLA
Piper LLP represents the Debtors in its restructuring efforts.
The Company has assets and debts both ranging from $100 million to
$500 million.


TODAY'S WAY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Today's Way Manufacturing LLC
        426 Freeport Road
        Creighton, PA 15030

Bankruptcy Case No.: 09-11586

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Unifide Industries LLC                         09-11587

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Christopher Dean Loizides, Esq.
                  Loizides & Associates
                  1225 King Street
                  Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 654-0248
                  Fax: (302) 654-0728
                  Email: ecf.admin@loizides.com

                  Pace Reich, Esq.
                  726 Meetinghouse Road
                  Elkins Park, PA 19027
                  Tel: (215) 887-0130
                  Fax: (215) 887-5617
                  Email: pacereichpc@msn.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/deb09-11586.pdf

The petition was signed by Michael F. Dignazio, corporate
secretary of the Company.


VP PHASE IV: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: VP Phase IV Ltd
        7065 Westpointe Blvd. Suite 318
        Orlando, FL 32835

Bankruptcy Case No.: 09-06253

Chapter 11 Petition Date: May 6, 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: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
Quadriga Design LLC                                     $97,128
7065 Westpointe Blvd.
Orlando, FL 32835

Orlando Utilities              Utilities                $50,171
PO Box 42901
Orlando, FL 32835

BSB Design of Florida          Trade Debt               $11,591
1601 West Lake Pkwy
Des Moines, IA 50266

Bogin Munns & Munns            Legal Services           $10,749

Florida Engineering            Engineering               $9,669
                               Services

DGB Construction                                         $8,540

Scott Partnership              Architectural             $2,351
   Architecture                services

Radakovich & Shaw                                        $1,710

Horicultural Sciences LLP      Trade Debt                $1,576

Pro-Tek Services of            Trade Debt                  $372
   Central Florida

National Graphic Imaging       Trade Debt                  $271

GW Systems Inc.                                            $260


WENDY B. BALDENSPERGER: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: Wendy B. Baldensperger
               Scott W. Baldensperger
               23060 East Smoky Hill Road
               Aurora, CO 80016

Bankruptcy Case No.: 09-18471

Chapter 11 Petition Date: May 6, 2009

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

Judge: A. Bruce Campbell

Debtors' Counsel: Aaron A. Garber, Esq.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: aag@kutnerlaw.com

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

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

The Debtors did not file a list of 20 largest unsecured creditors
when they filed their petition.

The petition was signed by the Joint Debtors.


WEYERHAEUSER CO: Loses Investment Grade on Industry Conditions
--------------------------------------------------------------
Moody's Investors Service downgraded Weyerhaeuser Company's
(Weyerhaeuser) senior unsecured debt ratings to Ba1 from Baa2 and
its commercial paper rating to Not Prime from Prime-2, concluding
a review initiated on February 9, 2009. At the same time, Moody's
assigned a Ba1 corporate family rating and an SGL-1 speculative
grade liquidity rating. The rating outlook is stable.

The downgrade reflects the company's weakened financial position
and the expectation that the company will continue to face
challenging industry conditions over the next 12 to 18 months.
Industry conditions across all four of Weyerhaeuser's business
segments of timber harvesting, cellulose fibers, wood products and
home building are not expected to improve significantly in the
near term to materially reduce the company's expected cash burn
levels, notwithstanding actions taken to reduce costs and curtail
higher cost production. The company's weakened credit profile is
principally due to its significant exposure to the protracted
downturn in the U.S. residential construction market.  Moody's
anticipates that the company's performance will remain challenged
until U.S. housing starts recover towards trend levels.

Weyerhaeuser's ratings are supported by its position as the second
largest private timber holder in North America, its dominant
position and scale in forest products and cellulose fibers and the
company's current liquidity position with approximately $1.8
billion in cash. While the extensive timberland holdings provide
long term debt reduction capability, Moody's believes the market
value and the salability of large tracts of timberlands are
uncertain in the current environment as many of the potential
buyers of timberland have significantly less liquidity.

The SGL-1 liquidity rating indicates that Weyerhaeuser has strong
liquidity supported by its large cash balance, its unencumbered
asset base that can be used to augment liquidity (most notably the
timberland holdings), a manageable level of near-term debt
maturities and significant unused borrowing capacity under its
bank lines. Moody's expects 2009 cash flow shortfalls to be
accommodated by Weyerhaeuser's cash position. Going forward, we
believe that the company's liquidity position may weaken as the
company continues to burn cash, as more than half of the company's
$2.2 billion undrawn credit facilities mature in less than one
year and as the headroom under the company's financial covenants
diminishes.

The stable rating reflects Moody's expectations that Weyerhaeuser
has the liquidity to weather the current industry conditions and
that the company's financial performance will gradually improve to
generate credit protection metrics in line with its revised
rating.

Downgrades:

..Issuer: Braxton (County of) WV
....Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Camden (Town of) AL, Industrial Dev. Board
....Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Cedar Rapids (City of) IA
....Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Henderson (County of) KY
....Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Lowndes (County of) MS
....Senior Unsecured Revenue Bonds, Downgraded to a range of Ba1
to NP from a range of Baa2 to P-2

..Issuer: MacMillan Bloedel Limited
....Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
from Baa2

..Issuer: New Jersey Economic Development Authority
....Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Pennsylvania Economic Dev. Fin. Auth.
....Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Perry (County of) KY
....Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa2

..Issuer: Weyerhaeuser Company
....Issuer Rating, Downgraded to Ba1 from Baa2
....Senior Unsecured Bank Credit Facility, Downgraded to Ba1 from
Baa2
....Senior Unsecured Commercial Paper, Downgraded to NP from P-2
....Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
from Baa2
....Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
from Baa2
....Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa2

..Issuer: Weyerhaeuser Real Estate Company
....Commercial Paper, Downgraded to NP from P-2
..Issuer: Willamette Industries, Inc.
....Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
from Baa2
Assignments:

..Issuer: MacMillan Bloedel Limited
....Senior Unsecured Regular Bond/Debenture, Assigned 52 - LGD4

..Issuer: Weyerhaeuser Company
....Probability of Default Rating, Assigned Ba1
....Speculative Grade Liquidity Rating, Assigned SGL-1
....Corporate Family Rating, Assigned Ba1
....Senior Unsecured Bank Credit Facility, Assigned 52 - LGD4
....Senior Unsecured Regular Bond/Debenture, Assigned 52 - LGD4

..Issuer: Willamette Industries, Inc.
....Senior Unsecured Regular Bond/Debenture, Assigned 52 - LGD4
Outlook Actions:

..Issuer: MacMillan Bloedel Limited
....Outlook, Changed To Stable From Rating Under Review

..Issuer: Weyerhaeuser Company
....Outlook, Changed To Stable From Rating Under Review

..Issuer: Weyerhaeuser Real Estate Company
....Outlook, Changed To Stable From Rating Under Review

..Issuer: Willamette Industries, Inc.
....Outlook, Changed To Stable From Rating Under Review

Moody's last rating action on Weyerhaeuser was on February 9, 2009
when the ratings were placed under review for possible downgrade.

Headquartered in Federal Way, Washington, Weyerhaeuser Company is
one of the world's largest integrated forest products companies
with operations in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real
estate construction, development and related activities.


WHITE ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: White Energy, Inc
        5005 LBJ Freeway, Suite 1400
        Dallas, TX 75244

Bankruptcy Case No.: 09-11601

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
White Energy Holding Company, LLC                  09-11600
WE Hereford, LLC                                   09-11602
Plainview BioEnergy, LLC                           09-11603
US Energy Partners, L.L.C.                         09-11604

Type of Business: The Debtors build and acquire ethanol production
                  projects.

                  See http://www.white-energy.com/

Chapter 11 Petition Date: May 7, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Michael R. Lastowski, Esq.
                  mlastowski@duanemorris.com
                  Duane Morris LLP
                  1100 North Market Street, Suite 1200
                  Wilmington, DE 19801-1246
                  Tel: (302) 657-4900
                  Fax: (302) 657-4901

Claim Agent: Garden City Group 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
   ------                      ---------------   ------------
Archer-Daniels-                Trade             $2,901,455
Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
Attn: President
Fax: (217) 424-6187

The Scoular Company            Trade             $1,752,915
10801 Mastin Street, Ste. 800
Overland Park, Kansas 66210
Attn: Eric Perry
Fax: (913) 338-2999

Novozymes North                Trade             $608,526
America, Inc.
77 Perry Chapel Church Road
Franklinton, NC 27525

City of Hays                   Trade             $346,056

Oneok Energy Services Co LP                      $317,000

Russell County                 Trade             $290,457

Milbank, Tweed,                Professional      $208,731
Hadley & McCloy LLP

Univar USA, Inc.               Trade             $134,385

Occidental Chemical Corp.      Trade             $114,170

Blue Cross Blue Shield         Trade             $100,449

US Water Services, Inc.        Trade             $61,013

Agco, Inc.                     Trade             $60,141

Dahlsten Truck Line Inc        Trade             $53,015

City of Hereford               Trade             $52,726

RSM McG1adrey, Inc.            Professional      $43,427

Gavilon Fertilizer LLC         Trade             $43,220

Ernst & Young, LLP             Professional      $42,445

Kansas Gas Service             Trade             $36,500

GE Mobile Water                Trade             $29,400

The petition was signed by David M. Diwik, chief executive
officer.


WILLIAM J. BIELSER: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William J. Bielser
        4000 Goodsell Ln.
        Reno, NV 89523

Bankruptcy Case No.: 09-51374

Chapter 11 Petition Date: May 6, 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 Mr. Bielser's petition, including his list
of 4 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nvb09-51374.pdf

The petition was signed by Mr. Bielser.


WINDY CITY GRILL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windy City Grill of Pine Island, LLC
           dba Uno's Chicago Grill
        9641 Wilshire Lake Blvd
        Naples, FL 34109

Bankruptcy Case No.: 09-09373

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Crusty Creations of Coconut Point, LLC        09- 03327
    Crusty Creations, LLC                         09- 09269
    EMD Group of SW Florida, LLC                  09- 02543
    Windy City Grill of Daniel's Parkway, LLC     09- 02547
    Windy City Grill of Vanderbilt Beach, LLC     09- 02545

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $722,500

Total Debts: $3,135,677

According to its schedules of assets and liabilities, $3,100,000
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 8
largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/flmb09-09373.pdf

The petition was signed by Edward M. Deleo, managing member of the
Company.


WOLVERINE TUBE: Edward Howard Advised on Bond Debt Refinancing
--------------------------------------------------------------
Edward Howard said it was hired earlier this spring by Wolverine
Tube, Inc. (Other OTC: WLVT) to help with corporate communications
related to the company's recent successful refinancing of its bond
debt.  Wolverine Tube, based in Huntsville, Alabama, is one of the
world's largest manufacturers of surface-enhanced copper and
copper alloy tube.

On April 29, 2008, Wolverine completed an exchange offer for its
outstanding 10 1/2% Senior Notes due 2009.  Holders of 88% of the
$138 million in principal amount exchanged their notes for new
notes due 2012.  As a result, Wolverine has approximately
$122 million in aggregate principal amount of new notes
outstanding and all of the old notes have been cancelled.

Edward Howard has served as public relations counsel to clients in
more than two dozen cases of debt refinancing, bankruptcy
reorganization and out-of-court financial restructuring.

Edward Howard -- http://www.edwardhoward.com/-- says it leverages
the power of communication for its clients, helping them achieve
their goals by telling their stories, protecting their
reputations, selling their products and growing their value.  The
firm's specialty is solving complex communication challenges.
Founded in 1925, Ohio-based Edward Howard (with offices in
Cleveland, Columbus and Dayton) is the nation's longest-
established independent public relations firm, serving clients

                       About Wolverine Tube

Wolverine Tube Inc. -- http://www.wlv.com/-- is a leading
manufacturer and supplier of technically advanced, surface-
enhanced copper and copper alloy tube, fabricated products, and
high-tech brazing and joining products.  Wolverine's proprietary,
custom-engineered tube products provide thermal management
solutions for our customers in multiple markets including HVAC,
refrigeration and appliance, electronics cooling, power
generation, petrochemical and chemical processing.  Wolverine
delivers the most advanced metal surface technology enhancements
for heat transfer solutions in today's marketplace.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Wolverine Tube Inc. to 'SD' (selective default) from
'CC'.  At the same time, S&P lowered the issue-level rating on
Wolverine's 10.5% senior unsecured notes due 2009 to 'D' from 'C'.
The downgrade follows the Company's April 29, 2009 announcement
that it has completed an exchange offer of its 10.5% senior notes
due 2009 for new 15% senior secured notes due 2012.  Holders of
$122 million of Wolverine's $138 million in principal amount of
notes outstanding exchanged their notes for the new notes due
2012.  All of the old notes due 2009 have been cancelled.  S&P
deems the options in the exchange offer for the new notes as
less than the original promise, because the new notes' maturity
extends beyond the original notes' maturity in April 2009.


WOLVERINE TUBE: Successfully Exchanged Notes Due April 2009
-----------------------------------------------------------
Wolverine Tube Inc. has completed the exchange offer where
$122 million of maturing 10.5% unsecured notes were exchanged for
new 15% senior secured notes to mature in 2012.

On April 28, 2009, Wolverine Tube issued the $121,558,000
aggregate principal amount of 15% Senior Secured Notes due 2012
pursuant to an indenture, dated as of April 28, 2009, among
Wolverine Tube, the subsidiary guarantors named therein and U.S.
Bank National Association, as trustee and collateral agent.

As security for the performance of its obligations under the
Indenture, Wolverine Tube entered into a guarantee and collateral
agreement, dated as of April 28, 2009, among Wolverine Tube, the
Subsidiary Guarantors and U.S. Bank, as collateral agent.  The
Senior Secured Notes are secured on a first-priority basis by
substantially all of the assets of Wolverine Tube and the
Subsidiary Guarantors and will rank pari passu in right of payment
with all of Wolverine Tube's future senior indebtedness and senior
in right of payment to all of Wolverine Tube's future subordinated
indebtedness, if any.  The Guarantee and Collateral Agreement
provides for the unconditional guarantee by the Subsidiary
Guarantors of the payment of the principal and interest on the
Senior Secured Notes and the performance of all other obligations
of Wolverine Tube under the Indenture.

The Senior Secured Notes will mature on March 31, 2012.  Wolverine
Tube will pay interest on the Senior Secured Notes at 15% per
annum until maturity, of which 10% is payable in cash and 5% is
payable by issuing additional Senior Secured Notes ("PIK Notes");
provided, that (a) if the outstanding principal amount of Senior
Secured Notes at the close of business on March 31, 2010 exceeds
$90 million, the interest rate will increase to 16%, of which 10%
will be payable in cash and 6% will be payable in PIK Notes, and
(b) if the outstanding principal amount of Senior Secured Notes at
the close of business on March 31, 2011 exceeds $60 million, the
interest rate will increase to 17%, of which 10% will be payable
in cash and 7% will be payable in PIK Notes.  Wolverine Tube will
pay interest semiannually on March 31 and September 30 of each
year, commencing September 30, 2009.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

At any time and from time to time, Wolverine Tube may redeem all
or a part of the Senior Secured Notes upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if
any, on the Senior Secured Notes redeemed to the applicable
redemption date, subject to the rights of holders on the relevant
record date to receive interest on the relevant interest payment
date.  Unless Wolverine Tube defaults in the payment of the
redemption price, interest will cease to accrue on the Senior
Secured Notes or portions thereof called for redemption on the
applicable redemption date.  Under the Indenture, Wolverine Tube
is not required to make mandatory redemption or sinking fund
payments with respect to the Senior Secured Notes; provided,
however, that if Wolverine Tube grants any liens to lenders under
a credit agreement, Wolverine Tube will issue a notice of
redemption to redeem an amount of Senior Secured Notes equal to
55% of "eligible NAFTA inventory" and "eligible NAFTA accounts
receivable" (in each case as such terms are defined in such credit
agreement).  A notice of redemption will be delivered immediately
prior to or concurrently with the closing of such credit
agreement.

The Indenture contains covenants that limit the ability of
Wolverine Tube and its subsidiaries to incur additional
indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; issue or sell capital
stock of subsidiaries; engage in transactions with affiliates;
create liens on assets; transfer or sell assets; guarantee
indebtedness; restrict dividends or other payments of
subsidiaries; consolidate, merge or transfer all or substantially
all of its assets and the assets of its subsidiaries; and engage
in sale/leaseback transactions.  These covenants are subject to
important exceptions and qualifications.

                       About Wolverine Tube

Wolverine Tube Inc. -- http://www.wlv.com/-- is a leading
manufacturer and supplier of technically advanced, surface-
enhanced copper and copper alloy tube, fabricated products, and
high-tech brazing and joining products.  Wolverine's proprietary,
custom-engineered tube products provide thermal management
solutions for our customers in multiple markets including HVAC,
refrigeration and appliance, electronics cooling, power
generation, petrochemical and chemical processing.  Wolverine
delivers the most advanced metal surface technology enhancements
for heat transfer solutions in today's marketplace.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Wolverine Tube Inc. to 'SD' (selective default) from
'CC'.  At the same time, S&P lowered the issue-level rating on
Wolverine's 10.5% senior unsecured notes due 2009 to 'D' from 'C'.
The downgrade follows the Company's April 29, 2009 announcement
that it has completed an exchange offer of its 10.5% senior notes
due 2009 for new 15% senior secured notes due 2012.  Holders of
$122 million of Wolverine's $138 million in principal amount of
notes outstanding exchanged their notes for the new notes due
2012.  All of the old notes due 2009 have been cancelled.  S&P
deems the options in the exchange offer for the new notes as
less than the original promise, because the new notes' maturity
extends beyond the original notes' maturity in April 2009.


WR GRACE: Asks Court to Approve Settlement of ERISA Litigation
--------------------------------------------------------------
In June 2004, Keri Evans and Timothy Whipps, former employees of
W.R. Grace & Co., on behalf of themselves and other participants
in the Debtors' 401(K) Savings and Investment Plan, filed a class
action against members of the board of directors of W. R. Grace &
Co., and certain current and former officers and employees of the
Debtors for alleged violation of the Employee Retirement Income
Security Act of 1974.

The Evans Plaintiffs, who sought compensatory damages before the
U.S. District Court for the District of Massachusetts alleged that
the Grace D&O, taking into account the decline in the price of
Grace's common stock from July 1999 to February 2004, breached
their fiduciary duties under ERISA by failing to:

   -- sell or take appropriate action in regard to Grace's common
      stock held by the S&I Plan during that period; and

   -- disclose adequately to S&I Plan participants the risk of
      investing in Grace's common stock.

In December 2006, the District Court dismissed the complaint
ruling that the Evans Plaintiffs lacked standing.  U.S. District
Court of Appeals, First Circuit, reversed the District Court's
decision two years after following an appeal by the plaintiffs.
While the appeal was pending, Mark Siamis, an active participant
in the S&I Plan, filed a second class action asserting the same
claims filed by the Evans Plaintiffs.  In August 2008, the
District Court consolidated the Evans complaint and the Siamis
complaint.

The Debtors maintain insurance coverage for potential fiduciary
liability relating to various employee benefits, including the S&I
Plan.  Their principal policy related to the ERISA Litigation
amounts to $25 million issued by National Union Fire Insurance
Company of Pittsburgh, Pennsylvania.  The Debtors believe that the
ERISA Insurance Policy provides coverage to pay any liability
resulting from the ERISA Litigation.

In December 2004, the Debtors sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to use the
ERISA Insurance Policy to pay legal fees and expenses incurred in
connection with the ERISA Litigation as well to settle the ERISA
Litigation.  Subject to a full reservation of rights, National
Union has paid certain legal fees, costs and disbursements
incurred by the Grace D&O in connection with the ERISA Litigation.

"Although the Debtors are not individually named defendants in the
ERISA litigation, the Debtors have a duty to defend and indemnify
their directors, officers and employees for liability, including
that arising out of the ERISA litigation, pursuant to the Debtors'
certificates of incorporation and by-laws and applicable laws,"
says Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones
LLP, in Wilmington, Delaware.

After a successful negotiation, the parties enter into a
settlement agreement, which provides that the Debtors and the Non-
Debtor Defendants will settle the ERISA Litigation for $10 million
from funds obtained from National Union under the ERISA Insurance
Policy, and paid into a designated account.

Pursuant to an insurer agreement, the Debtors and National Union
have agreed to mutual releases of claims they may have against
each other that relate to or arise out of the ERISA Litigation.
National Union is obligated to pay for any additional defense
costs incurred by the Debtors' counsel related to the defense or
settlement of the ERISA Litigation, and for up to $50,000 of the
Debtors' costs of retaining Independent Fiduciary Services, Inc.,
as independent fiduciary to the S&I Plan.

The Massachusetts District Court must approve the Settlement
Agreement after a hearing for preliminary and final approval and
certify the ERISA Litigation as a class action for settlement
purposes.  The Settlement Agreement must also be approved by IFS.

The Debtors will pay IFS $60,000 for its services, and reimburse
the firm for reasonable fees and expenses of outside legal counsel
up to $40,000.  National Union has agreed to split these costs.

The ERISA Plaintiffs will release the Debtors and the Non-Debtor
Defendants from all claims related to the ERISA Litigation, will
dismiss their claims in the Debtors' Chapter 11 cases with respect
to the ERISA Litigation, and will not file any new claims in the
Debtors' Chapter 11 cases relating to the ERISA Litigation.

Ms. Jones points out that the agreements will resolve significant
potential liabilities alleged against the defendants, whom the
Debtors are required to provide defense and indemnification.

Accordingly, the Debtors ask the Court to approve:

     * the settlement agreement with the ERISA Plaintiffs;

     * the retention of IFS to review the settlement on behalf of
       the S&I Plan; and

     * the claims release agreement with National Union.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, says the amounts payable by National Union
under the Agreements do not exhaust, or even nearly exhaust, the
Debtors' available insurance coverage.  The Debtors maintain
excess insurance policies that are not utilized at all by the
settlement, she adds.


WR GRACE: Discloses Six Environmental Claims Settlement
-------------------------------------------------------
W.R. Grace & Company and debtor-affiliates disclosed that they
settled six environmental claims of four parties-in-interest
during the period from January 1 through March 31, 2009.

(a) The Debtors stipulate with Harrington Tools, Inc., thus
    resolving Claim No. 15160 for $112,547 relating to
    environmental response costs in connection with the
    Harrington Tools site in Los Angeles, California.  Claim No.
    15160 is allowed in full as an unsecured, prepetition, non-
    priority claim against the Debtors, the parties agreed.

(b) The Debtors and Hain Capital Holdings, Ltd., reached a
    stipulation resolving Claim No. 2087 arising from
    environmental costs in the Harrington Tools site, in Los
    Angeles, California.  Claim No. 2087 is allowed as an
    unsecured, prepetition, non-priority claim for $893,781, the
    parties agreed.

(c) The Debtors entered into a stipulation with General Electric
    Company resolving GE's Claim No. 12938 for $136,562.  Claim
    No. 12938, which is allowed as an unsecured, prepetition,
    non-priority claim, pertains to environmental costs involving
    the Green River Site, in Maceo, Kentucky.

(d) The Debtors settled their dispute with NL Industries, Inc.,
    on Claim Nos. 2625, 2626 and 2627.  The parties agreed to
    allow Claim No. 2627 for $100,000 as a general unsecured,
    prepetition, non-priority claim against the Debtors.  Claim
    Nos. 2625 and 2626 are disallowed and expunged, the parties
    further agreed.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Judge Molloy Dismisses Criminal Case vs. Two Ex-Officers
------------------------------------------------------------------
Judge Donald Molloy of the U.S. District Court for the District of
Montana dropped the criminal charges against William McCaig, one
of former W.R. Grace & Company officers named as defendants in the
U.S. Government's indictment against the chemical company,
Bloomberg News reported on April 30, 2009.  Mr. McCraig, a former
manager of operations at Grace's Libby, Montana mine, was
acquitted at the behest of the prosecution, Bloomberg said.

Judge Molloy also discharged all cases against Robert C. Walsh,
former vice president of Grace.  "With respect to Mr. Walsh the
government cannot prove its case without a reasonable doubt," a
prosecutor told Judge Molloy, The Western News related in an April
28, 2009 report.

The dismissal of the cases against the two former Grace officers
leaves only three former Grace officers as defendants in the
indictment -- Robert Bettachi, former senior vice president, Jack
Wolter, former vice president and general manager of the Libby
vermiculite mine's Construction Products Division, and Henry
Eschenbach, former director of health and safety.

Former Grace legal counsel Mario Favorito, who was also named as
individual defendant, will be tried separately, Bloomberg said.
Alan Stringer, a seventh defendant and a former general manager of
operations in Libby, died in 2007.

According to Tristan Scott of The Missoulian, lawyers representing
Mr. McCraig argued that evidence presented over the past two
months during the criminal case's trial is insufficient to convict
Mr. McCraig beyond a reasonable doubt.  The prosecutors, led by
U.S. Attorney Kris McLean, asked charges against Mr. McCraig to be
dropped, the report said.

         Judge Questions Conspiracy Theory & Evidence

Prior to dropping the charges against the two former Grace
officials, Judge Molloy, according to The Salt Lake Tribune,
questioned how the prosecution intended to prove a conspiracy
charge against Mr. McCraig who left the Libby mine in 1988.

"You can't have a conspiracy to do something illegal, can you, if
there is no law that makes your conduct illegal?" Judge Molloy
asked, referring to the Clean Air Act's criminal statute, which
wasn't enacted until 1990, the report related.

Judge Molloy has also threatened to throw out the Government's
charges against Grace and its former officers on the grounds that
the prosecution has "misbehaved" and has repeatedly violated court
orders and the use of a star witness who lacked credibility
referring to Robert Locke, a former Grace executive, The New York
Times said.

Defense counsel lead by David Bernick, Esq., at Kirkland & Ellis,
LLP, in Chicago, Illinois, has constantly maintained that Mr.
Locke issued false and misleading statements during his stand as a
witness for the Government.  The defense told Judge Molloy that
the Government and Mr. Locke failed to turn over 128 e-mails
between Mr. Locke and Robert Marsden, an investigator with the
Environmental Protection Agency, Bloomberg related.  The e-mails,
according to the defense, showed that the prosecution team had an
"improperly close" relationship with Mr. Locke and that Mr. Locke
"loathed" his former boss, Robert Bettachi, who is one of the
named defendants in the indictment, the report continued.

"The guy will say anything, any time, any place, as long as he
thinks it's what somebody wants to hear," Bloomberg quoted Judge
Molloy as saying to Kevin Cassidy, one of the two lead prosecutors
in the case.  "I can't believe you guys ever put him up on the
stand."  Judge Molloy continued, "[h]e testified to facts.  Made
'em up as he went along, but he testified to facts."

The trial, which started in mid-February 2009, is almost nearing
its end, but Judge Molloy still has a lot of motions to dismiss
charges pending on his desk.  Judge Molloy, the Associated Press
said, told prosecutors last week that they "presented
discombobulated allegations" and didn't understand the evidence.

Judge Molloy is yet to rule on the pending dismissal requests.

If found guilty, Grace could be subject to up to $280 million in
fines, plus additional amounts for restitution to victims.  The
indictment alleges that Grace could face an amount equal to twice
the after-tax profit earned from its Libby operations or twice the
alleged loss suffered by victims.  The Government said Grace's
after-tax profits were $140 million.  If found guilty, Grace
executives could face maximum prison sentences from 55 to 70
years.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Proposes New Plan-Related Deposition Timeline
-------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, together with certain
of their insurers, filed with the U.S. Bankruptcy Court for the
District of Delaware an amended case management order governing
the confirmation of the Debtors' Joint Plan of Reorganization.
The revised CMO reflects these modifications:

(a) the deadline for completion of Phase I non-expert
     depositions will be changed from May 4 to May 18, 2009;

(b) the deadline for objectors to the Debtors' reorganization
     plan to file their Phase I trial briefs will be moved from
     May 18 to June 1, 2009; and

(c) the deadline for Plan Proponents to file their Phase I trial
     briefs will be changed from May 29 to June 8, 2009.

According to the Debtors' counsel, James E. O'Neill, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the
Insurers also seek to revise the CMO to clarify that certain
issues on the Asbestos Reimbursement Agreements will not be
addressed in Phase I.

The Debtors ask the Court to sign a proposed 3rd Amended CMO, a
full-text copy of which is available for free at:

     http://bankrupt.com/misc/grace_prpsd3rdAmnddCMO.pdf

In a separate certification, Mr. O'Neill related that the
proponents and objectors to the Debtors' reorganization plan have
negotiated the terms of a proposed protective order governing
confidentiality of insurance and other confirmation discovery, a
full-text copy of which is available for free at:

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

The proposed protective order is filed for the Court to approve.

          Libby Claimants Also Seek Changes to CMO

The asbestos injury claimants in Libby, Montana also asked the
Court to amend the second amended CMO to:

    -- provide a deadline for the Plan Proponents to serve on
       each party objecting to the Plan detailed preliminary
       contentions in response to the preliminary objection
       served by that Plan Objector;

    -- extend the deadline to conclude depositions currently set
       on June 15, 2009; and

    -- establish a briefing schedule for Daubert motions, as
       agreed in principle by the parties.

On behalf of the Libby Claimants, Adam G. Landis, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, complained that the Plan
Proponents' responses to the interrogatories lodged by the Libby
Claimants are "inexcusably scant" in prejudice to the Libby
Claimants, who, with barely five months to the September 2009
final hearing, are still without the needed factual and legal
assertions from the Plan Proponents to frame the issues on which
discovery is necessary.

Thus, the Libby Claimants ask that Phase II of the confirmation
hearing by at least 60 days to accommodate the proposed deadline
changes.

The Court will convene an expedited hearing on motion, at the
behest of the Libby Claimants, on May 14, 2009, at 9:00 a.m., in
Pittsburgh, Pennsylvania.  Responses and objections must be filed
by May 8.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Seeks Permission to Continue Deloitte Engagement
----------------------------------------------------------
W.R. Grace & Co. and its affiliates seek permission from the U.S.
Bankruptcy Court for the District of Delaware to continue to
employ Deloitte Tax LLP as their tax service providers pursuant to
a modified engagement letter dated April 24, 2009.

Under the original engagement letter, which has already expired,
Deloitte Tax will perform a broad range of tax services, including
communication and assistance on federal, foreign, state and local
tax matters.  Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, relates that the scope of
the services are the same under the Modified Engagement Letter,
but that for substantial projects, the Modified Engagement Letter
provides that parties will sign Statements of Work specifying in
more detail the terms of the particular project.  This is for both
the Debtors and Deloitte Tax to more effectively organize and
monitor the progress of the project, she explains.

Under the April 24 Engagement Letter, the Debtors will pay
Deloitte Tax based on these hourly rates:

       Professional                  Hourly Rate
       ------------                  -----------
       Partner/Director              $610 - $640
       Senior Manager                $510 - $540
       Manager                       $430 - $460
       Senior                        $360 - $380
       Staff                         $260 - $330

The Modified Engagement Letter includes indemnification provisions
for Deloitte Tax personnel in connection with the engagement.  The
Letter also provides that, by agreement of the parties, particular
work orders may provide for different fee arrangements.  Deloitte
Tax will disclose the arrangements in its fee applications with
the Court as soon fee arrangements are agreed upon with the
Debtors, Ms. Makowski says.

A copy of the April 24 Engagement Letter is available for free at
http://bankrupt.com/misc/grace_DeloitteTxEngmnt_apr24.pdf

Deloitte Tax maintains that it is a disinterested person within
the meaning of Section 101(14) of the Bankruptcy Code.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Seeks to Settle Income Tax Dispute With IRS
-----------------------------------------------------
W.R. Grace & Co. seek permission from the U.S. Bankruptcy Court
for the District of Delaware to settle a federal income tax
controversy with the Internal Revenue Service relating to
specified liability losses incurred by W. R. Grace & Co.-Conn. in
1998 and carried back to the 1989 taxable year, and to implement
the terms of that settlement.

During its 1998 taxable year, Grace-Conn. applied as a carry back
$130 million of specified liability losses to its 1989 taxable
year.  Grace-Conn then filed for a refund of $28 million, which
IRS refunded to Grace-Conn's former parent, Fresenius Medical Care
Holdings, Inc.  Under existing agreements between Fresenius and
Grace-Conn, Fresenius paid the tentative refund to Grace- Conn.
Grace Conn thereafter filed for additional refund after it
determined that it has an additional $30 million SLL in 1998 that
it could also carry back to 1989.  Grace-Conn applied for refund
of an additional overpayment of tax in 1989.

In March 2007, the IRS issued a notice of deficiency for 1989 to
Fresenius seeking the payment of $32,554,061 in taxes based on a
disallowance of the 1989 carryback.  The IRS also disallowed Grace
Conn's additional carryback.  At about the same time, the Debtors
sought to modify the automatic stay to commence a United States
tax court litigation to resolve the SLL controversy.  The Debtors
then petitioned the U. S. Tax Court for a redetermination of the
deficiency notice and disallowance notice.

IRS and the Debtors agree that the total amount of net operating
losses allowable as SLL is $161,526,580.  They, however, disagree
as to whether the carryback may be used to offset all income of
the consolidated group of which Grace-Conn. was a member.  The IRS
asserts that the carryback is subject to limitations imposed by
the separate return limitation year rules.  If the SRLY rules were
to apply to the Carryback, such Caryback would only be deductible
against Grace-Conn's separate company income in that year rather
than the income of the consolidated group.  Grace- Conn had no
separate company income in 1989 and, therefore, if the SRLY rules
applied none of the Caryback would be deductible in 1989.

The Debtors argued that the SRLY rules should not apply under the
so-called "Lonely Parent Exception", pursuant to which the SRLY
rules do not limit the deductibilty of a loss if the corporation
generating the loss is considered the "Lonely Parent" of the
consolidated group for the year in which the loss is carried.

Thereafter, the Debtors and IRS reach a settlement that the total
net operating loss at issue of $161,526,580 will be allowed as a
SLL carryback to the 1989 taxable year.  Of that amount,
$53,526,580 may be used in 1989 without limitation by the SRLY
rules, resulting to a tax refund of $14.7 million plus interest
for the 1989 taxable period.  The settlement also allows the
Debtors to retain the remainder of the SLLs at issue for use in
later years subject to the SRLY rules.

Should the Court grant the Debtors' request, the IRS will then
forward the Settlement to the Joint Committee for final review and
approval so that Tax Court can enter a final decision, Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, says.  If the Bankruptcy Court denies the Settlement,
the Debtors will be forced to litigate the matter.  The
proceedings will likely be protracted, the cost expensive, and a
favorable outcome cannot be assured, Ms. Jones tells the Court.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Anderson Brings Claims Dispute to District Court
----------------------------------------------------------
Anderson Memorial Hospital takes an appeal to the U.S. District
Court for the District of Delaware from the memorandum opinion and
order of the U.S. Bankruptcy Court for the District of Delaware,
disallowing and expunging the Canadian Zonolite Attic Insulations
claims filed against W.R. Grace & Co.

Anderson also takes an appeal to the U.S. District Court from the
order issued by Judge Judith Fitzgerald disallowing Claim No. 1709
Anderson filed on behalf of itself and all buildings encompassed
in its Certified Class Action.

The Bankruptcy Court had rejected an attempt on Anderson's part to
obtain certification of a class of property damage claimants.  In
2005, Anderson sought class certification based on the existence
of a purported class certified prepetition in South Carolina state
court.  The Bankruptcy Court, however, denied that certification
request holding that "there is no pre- or post- petition Anderson
Memorial class certified as to Grace."  In September 2008, the
District Court denied Anderson's motion for leave to appeal from
the Bankruptcy Court's decision.  An appeal on the District
Court's rejection of the motion for leave is pending before the
Third Circuit Court of Appeals.

Anderson Memorial has filed several claims in the Debtors' Chapter
11 cases asseerting property damages caused by the installation of
the Debtors' asbestos-tainted ZAI product.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Delaware, represents Anderson Memorial.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ZARNOCH HYSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Zarnoch Hyson, LLC
           dba Marsh Harbour Inn
        308 W Moore St.
        Southport, NC 28461

Bankruptcy Case No.: 09-03747

Chapter 11 Petition Date: May 6, 2009

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

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252)  633-1950
                  Email: efile@oliverandfriesen.com

Total Assets: $8,675,737

Total Debts: $3,513,140

According to its schedules of assets and liabilities, $2,984,615
of the debt is owing to secured creditors, $37,677 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/nceb09-03747.pdf

The petition was signed by Rodney J. Hyson, Sr.


* 6th Circuit Permits Cramming Down Mobile Home Debt
----------------------------------------------------
Although the U.S. Senate last week decided against allowing
bankruptcy judges to cut down mortgages on principal residences,
two U.S. Circuit Courts of Appeal have now ruled that the mortgage
on a mobile home can be reduced to market value when the owner
files bankruptcy, Bloomberg's Bill Rochelle said.

Reading the bankruptcy statute as it's written, the Sixth Circuit
Court of Appeals in Cincinnati said that the prohibition against
trimming down home mortgages only applies to real property.

Since a mobile home isn't real property under Ohio law, the
bankruptcy judge was authorized to cut down the mortgage to
current market value, the report said.  As for the land where the
mobile home sits, the property by itself isn't a residence, so the
cram-down prohibition doesn't apply either, the report added.

The Court of Appeals sitting in Richmond, Virginia, reached the
same result in a case decided in February.  The 4th Circuit,
considered to be conservative, also read Congress' choice of words
strictly.

The new case is Reinhardt v. Vanderbilt Mortgage & Finance
Inc. (In re Reinhardt), 08-3309, 6th U.S. Circuit Court of
Appeals (Cincinnati), and the prior case is Enis v. Green Tree
Servicing LLC (In re Ennis), 07-2134, 4th U.S. Circuit Court of
Appeals (Richmond, Virginia).


* Claim Buyer May Challenge Discharge of Debt
---------------------------------------------
According to Bill Rochelle at Bloomberg, the U.S. Court of Appeals
in San Francisco has ruled that if a claim is sold, the buyer has
a right to file suit in bankruptcy court seeking a declaration
that the debt isn't wiped out by the bankruptcy discharge,

The case Boyajian v. New Falls Corp. (In re Boyajian),
07-55713, 9th U.S. Circuit Court of Appeals (San Francisco),
involved a debt that was allegedly obtained based on a false
financial statement used to deceive the lender.  The lender
transferred the claim and all rights associated with it to a
buyer.  The buyer filed suit in bankruptcy court arguing that the
debt couldn't be discharged for the underlying fraud.

According to Mr. Rochelle, the bankruptcy judge ruled against the
buyer, saying the fraud had not been perpetrated against the
buyer.  The bankruptcy appellate panel reversed, and the 9th
Circuit affirmed.

Looking at the language of the statute, the Circuit Court
concluded that Congress didn't intend to bar dischargeability
suits when a claim was sold.  The court also saw the result as
being consistent with the purpose of dischargeability laws in
preventing fraud.


* Trustees Not Automatic for Ponzi Scheme Bankruptcies
------------------------------------------------------
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.

The case involved a hedge fund named Bayou Group LLC 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.

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.


* Airlines Must Rebound in Revenues & Credit Market Access
----------------------------------------------------------
Fitch Ratings views a near-term rebound in revenue fundamentals
and credit market access as increasingly urgent if the U.S.
airline industry is to avoid another period of intense liquidity
pressure as macroeconomic and air travel demand fundamentals
improve only slowly moving into 2010.  In the spring edition of
'Airline Credit Navigator,'  Fitch also says in spite of cash flow
support delivered by plunging crude oil and jet fuel prices since
last summer's alarming peak, the outlook for operating margins and
free cash flow has taken a turn for the worse among most U.S.
carriers in early 2009.

'Despite deep concerns related to the revenue environment, low
fuel prices represent a huge source of cash flow support for the
industry,' said Bill Warlick, senior director at Fitch Ratings.
'W