TCR_Public/090511.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 11, 2009, Vol. 13, No. 129

                            Headlines


155 EAST: Moody's Cuts Probability of Default Rating to 'Ca/LD'
1ST KEY MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
AGRIPROCESSORS INC: Unidentified Firm Buys $10MM Credit Line
ALCOA INC: Sued by B&C Corp. for Collapse, Breach of Contract
ALON USA: Moody's Confirms Corporate Family Rating to 'B2'

ARROWHEAD GENERAL: Moody's Downgrades Corp. Family Rating to 'B3'
ARTISTDIRECT INC: Dec. 31 Balance Sheet Upside-Down by $42.9MM
ATHILON ASSET: Moody's Downgrades Counterparty Rating to 'Ba1'
ATLANTA LIFE: A.M. Best Cuts Financial Strength Rating to 'B'
B&C CORP: Blames Alcoa for Collapse, Sues for Breach of Contract

BANK OF AMERICA: Board Seeking New Directors
BANK OF AMERICA: Among Banks Needing More Capital in Stress Test
BANK OF AMERICA: To Raise $17BB in Common Equity to Cover Deficit
BEARINGPOINT INC: Closes Sale of Public Services Biz to Deloitte
BENJAMIN CABRERA: Case Summary & Largest Unsecured Creditor

BERNARD L MADOFF: Picard Sues Investor for Principal Repayments
BERNARD L. MADOFF: Cohmad's Broker Registration Revoked
BLAKE ROAD: Voluntary Chapter 11 Case Summary
BORGER ENERGY: Moody's Confirms 'Ba3' Rating on Mortgage Bonds
BROOKE CORP: Chapter 11 Trustee Wants Case Converted to Chapter 7

CANWEST MEDIA: Senior Lenders Extend Waiver Until May 19
CARITAS HEALTH: Proposes June 1 Auction for Medical Equipment
CENTENE CORPORATION: Moody's Affirms 'Ba3' Senior Unsecured Debt
CENTRO NP: Moody's Downgrades Senior Unsec. Debt Rating to 'Caa2'
CHRYSLER LLC: DBRS Comments on Fiat Alliance and GM Europe Talks

CHRYSLER LLC: Proposes Interim Compensation Procedures
CHRYSLER LLC: Motion to Deem Utilities Adequately Assured
CITIGROUP INC: Among 10 Banks Needing More Capital in Stress Test
CITIZENS REPUBLIC: Moody's Cuts Preferred Stock Rating to 'Ba1'
CLARK'S LTD: Files for Chapter 11 Bankruptcy Protection

COACHMEN INDUSTRIES: Posts $6.1MM Q1 Loss on Continuing Operations
COALT PROPERTIES: Voluntary Chapter 11 Case Summary
COHR HOLDINGS: High Liquidity Concerns Cue S&P's to Junk Rating
COMMERCIAL CAPITAL: CCI Taps Otten Johnson as Litigation Counsel
COMMERCIAL CAPITAL: CCI Taps Weinman as Bankruptcy Counsel

CONMED CORP: Moody's Comments on Ratings Following Q1 Results
CROWN CORK: Moody's Assigns 'B1' Rating on Senior Unsecured Notes
DAYTON SUPERIOR: U.S. Trustee Forms Seven-Member Creditors Panel
DAYTON SUPERIOR: Taps Edward Howard for Corporate Communications
DECODE GENETICS: Licenses Products to Celera Corp.

DELPHI CORP: Court Hearing on New Plan on May May 21
DESIGNLINE CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors
DOLLAR THRIFTY: Posts $8.9 Million Net Loss for Q1 2009
DOMTAR CORP: DBRS Assigns Recovery Ratings, Upgrades Secured Debt
DR HORTON: Moody's Assigns 'Ba3' Rating on $450 Mil. Notes

FAIRPOINT COMMUNICATIONS: Fitch Downgrades Issuer Rating to 'B-'
FAIRPOINT COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'B3'
FANNIE MAE: Will Need $19BB From Gov't After Posting $23.2BB Loss
FIFTH THIRD: Among 10 Banks Needing More Capital in Stress Test
FIRST DATA: Moody's Downgrades Corporate Family Rating to 'B3'

FLEETWOOD ENTERPRISES: Krystal to Buy Mexicali Assets for $150,000
FLEETWOOD ENTERPRISES: Wants Use of Cash Collateral Until Sept. 30
FORTUNOFF HOLDINGS: Taps CONSOR for Sale of Assets
FREESCALE SEMICONDUCTOR: Draws Spending Plan Amid Phone Biz Exit
GENCORP INC: Lenders Agree to Place French Unit in Bankruptcy

GENERAL GROWTH: DBRS Reviews CMBS Exposure Amid Bankruptcy
GENERAL MOTORS: CEO Henderson to Host Restructuring Call Today
GENERAL MOTORS: DBRS Comments on Fiat Alliance and GM Europe Talks
GENERAL MOTORS: Taps Spencer Stuart to Help in Board Member Search
GENTEK INC: Moody's Affirms 'B1' Corporate Family Rating

GEORGIA GULF: Extends Early Participation Deadline to May 14
GMAC LLC: To Get More Govt Aid After Gaining Biz. with Chrysler
GMAC LLC: Among 10 Requiring Add'l Capital; May Need Taxpayer Aid
GMAC LLC: Unlikely to Raise $11.5BB in Public Markets, Says WSJ
GOODYEAR TIRE: Moody's Assigns 'B1' Rating on $500 Mil. Notes

GOODYEAR TIRE: S&P Assigns 'B+' Rating on $500 Mil. Senior Notes
GREAT ATLANTIC: S&P Puts 'B' Rating on Negative CreditWatch
GREENBRIER HOTEL: Justice Family Buys Hotel, Seeks Case Dismissal
HANOVER INSURANCE: AM Best Hikes Capital Securities Rating to bb+
HARRINGTON HOLDINGS: Moody's Affirms 'B2' Corporate Family Ratings

HARTMARX CORP: Chicago Workers Take Stand Against Plant Closure
HAWKER BEECHCRAFT: Moody's Downgrades Default Rating to 'Ca'
HAYES LEMMERZ: S&P Downgrades Corporate Credit Rating to 'CC'
INTERMET CORP: Seek Until June 1 to File Chapter 11 Plan
JERRY BENFIELD: Case Summary & 10 Largest Unsecured Creditors

JG WENTWORTH: Moody's Downgrades Corporate Family Rating to 'C'
JOHN J. D'AMATO: Case Summary & 20 Largest Unsecured Creditors
KEYCORP: Among Largest Banks Needing More Capital in Stress Test
KNIGHT ENERGY: Taps Patton Boggs as Special Counsel, HD Objects
KNIGHT ENERGY: Wants to Hire McElree & Smith as Bankruptcy Counsel

KNIGHT ENERGY: Voluntary Chapter 11 Case Summary
KNIGHT INC: Moody's Affirms 'Ba3' Junior Subordinated Ratings
LEHMAN BROTHERS: To Pay PBGC $127.6 Million to Settle Pensions
LOUISIANA HOSPITAL: Involuntary Chapter 11 Case Summary
LUMINENT MORTGAGE: District Court OKs $8MM Class Action Settlement

LYONDELL CHEMICAL: 13 Non-Operating Entities Added to Chapter 11
LYONDELL CHEMICAL: Updated Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Parent Sees Mid-December Ch. 11 Emergence
MAGNA ENTERTAINMENT: Hearing on State's Appeal to Ruling Moved
MARCOS DEVARIE DIAZ: Wants Additional 20 Days in Schedules Filing

MARK IV: Court Extends Schedules and SOFA Filing Until June 15
MARK IV: Proposes to Hire Skadden Arps as Bankruptcy Counsel
MICHEAL VICK: Court to Consider "Realistic" Plan on June 9
MORGAN STANLEY: Among 10 Banks Needing More Capital in Stress Test
MPC CORPORATION: Gateway Wants Cases Converted to Chapter 7

MT DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
MUELLER WATER: S&P Downgrades Corporate Credit Rating to 'B'
N AMERICAN SCIENTIFIC: Closes $2MM Sale of Brachytherapy Unit
NATCO INC: Case Summary & 20 Largest Unsecured Creditors
NATIONAL PROCESSING: S&P Downgrades Corp. Credit Rating to 'B-'

NCI BUILDING: Moody's Downgrades Corporate Family Rating to 'B1'
NEW YORK TIMES: Boston Globe May Cut Pay, Lifetime Warranties
NORBORD INC: DBRS Assigns 'BB' Issuer Ratings
NTK HOLDINGS: Moody's Changes Default Rating to 'Caa2/LD'
ON ASSIGNMENT: S&P Assigns Corporate Credit Rating at 'B+'

OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating
PALMETTO GREENS: Case Summary & 15 Largest Unsecured Creditors
PANOLAM INDUSTRIES: Moody's Downgrades Default Rating to 'Ca/LD'
PARK LANE: Dusseldorfer, et al., Wants Chapter 11 Case Dismissed
PARK LANE: Files List of 20 Largest Unsecured Creditors

PARVIZ SERVATJOO: Case Summary & 7 Largest Unsecured Creditors
PGI COMPANIES: Case Summary & 20 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Gets 60-Day Stay of Pending Lawsuits
PNC FINANCIAL: Among Banks Needing More Capital in Stress Test
QIMONDA NA: Files Schedules of Assets and Liabilities

QIMONDA NA: Qimonda Richmond Files Schedules of Assets and Debts
REGIONS FINANCIAL: Among Banks Needing More Capital in Stress Test
RH DONNELLEY: Net Loss Down to $401 Million in 1st Quarter 2009
RH DONNELLEY: Not Sure Whether to Pay $54.6MM Interest This Week
ROBERT F RICKERL: Case Summary & 12 Largest Unsecured Creditors

SHINGLE SPRINGS: Weak Ramp-Up Cues Moody's to Junk Corp. Ratings
SKILLED HEALTHCARE: Moody's Affirms 'B2' Corporate Family Rating
SOUTH DAKOTA MEDICAL: A.M. Best Lowers Issuer Credit Rating to bb
SOUTHERN LANDFILL: Voluntary Chapter 11 Case Summary
STANDARD MOTOR: Moody's Changes Default Rating to 'Caa3/LD'

STATER BROS: S&P Puts 'B+' Rating on Negative CreditWatch
SUNTRUST BANKS: Among 10 Banks Needing More Capital in Stress Test
PNC FINANCIAL: Among Banks Needing More Capital in Stress Test
TERESITA PANGANIBAN FERRER: Voluntary Chapter 11 Case Summary
TH PROPERTIES: Court Okays 30-Day Delay of SALs and SOFAs Deadline

TH PROPERTIES: Wants to Let Lenders to Finance Projects' Insurance
THORNBURG MORTGAGE: U.S. Trustee Forms 7-Member Creditors Panel
THORNBURG MORTGAGE: Wilmington Trust Named to Creditors Committee
TITLEMAX HOLDINGS: Section 341(a) Meeting Scheduled for June 1
TOUSA INC: Hearing on Amended Disclosure Statement on Thursday

WARDAL W HOUSTON: Case Summary & 16 Largest Unsecured Creditors
WASHINGTON MUTUAL: Seeks July 23 Extension of Plan Filing Period
WASHINGTON MUTUAL: Seeks Rule 2004 Discovery on JPMorgan
WASHINGTON MUTUAL: Seeks July 23 Extension of Plan Filing Period
WASHINGTON MUTUAL: To Employ Elliott Greenleaf as Special Counsel

WASHINGTON MUTUAL: San Buenaventura Alleges Fraud vs. Officers
WELLCARE HEALTH: Resolution Won't Affect S&P's 'B-' Rating
WELLS FARGO: Among 10 Needing More Capital in Stress Test
WESTSOUND BANK: Closed May 8; Kitsap Bank Assumes All Deposits
WL HOMES: Committee Wants Case Converted to Chapter 7 Liquidation

WR GRACE: Montana Court Acquits Grace & Execs. From Libby Case

* A.M. Best's U.S. Banking First Quarter Interest Rate Review
* A.M. Best Special Report: U.S. Health-2008 GAAP Financial Review
* Implications for DBRS U.S. Bank Ratings of SCAP Results

* Westsound Bank Closing Hikes 2009 Failed Banks to 33
* Stress Test Results of 19 Largest U.S. Banks

* BOND PRICING -- For the Week From May 4 to 8, 2009


                            *********


155 EAST: Moody's Cuts Probability of Default Rating to 'Ca/LD'
---------------------------------------------------------------
Moody's Investors Service lowered 155 East Tropicana LLC's
probability of default rating to Ca/LD from Ca, as the company
failed to make the interest payment to the holders of the 8.75%
senior secured notes due 2012 prior to May 1, 2009, which was the
expiration of the 30-day grace period provided in the indenture.
Moody's also downgraded the rating of the 8.75% senior secured
notes to C from Ca, reflecting Moody's current view of recovery.
The other ratings were affirmed and the outlook remained negative.

The Ca/LD probability of default rating recognizes the payment
default for the senior secured notes.  At this junction, 155 East
Tropicana's obligations under its senior secured notes and secured
revolver have not been accelerated, although no forbearance
agreement has been executed yet.

Moody's also revised the expected family recovery rate to 35% from
50%, based on a fundamental valuation analysis.  The downgrade of
the senior secured notes rating reflects the expected low recovery
prospects for the bondholders in a bankruptcy scenario.

The rating outlook is negative, reflecting the risk of bankruptcy.

Ratings lowered:

  -- Probability of default rating to Ca/LD from Ca

  -- 8.75% senior secured notes rating to C (LGD5; 72%) from Ca
     (LGD4; 56%)

Ratings affirmed:

  -- Corporate family rating at Ca
  -- SGL-4 Speculative Grade Liquidity rating

The last rating action was on December 12, 2008, when Moody's
lowered 155 East Tropicana's corporate family rating to Ca from
Caa3.

155 East Tropicana LLC owns the Hooters Casino Hotel in Las Vegas,
Nevada.  The property is located one-half block from the
intersection of Tropicana Avenue and Las Vegas Boulevard, a major
intersection on the Las Vegas Strip.  The company generated net
revenues of approximately $60 million in 2008.


1ST KEY MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 1st Key Management Inc.
        6416 Del Amo Blvd # 203
        Lakewood, CA 90713

Bankruptcy Case No.: 09-20997

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Maria Cristina Armenta
                  The Armenta Law Firm APC
                  11900 W Olympic Blvd Ste 730
                  Los Angeles, CA 90064
                  Tel: (310) 826-2826

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

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

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

     http://bankrupt.com/misc/cacb09-20997.pdf

The petition was signed by Elsrick D. Potts, president of the
Company.


AGRIPROCESSORS INC: Unidentified Firm Buys $10MM Credit Line
------------------------------------------------------------
Nigel Duara at The Associated Press reports that an unidentified
company has bought a $10 million credit line to Agriprocessors
Inc.

The buyer purchased the First Bank Business Capital loan
"presumably" because it wants to buy the plant in Postville, The
AP says, citing Agriprocessors bankruptcy trustee Joseph Sarachek.

Agriprocessors, says The AP, has failed to attract a buyer for
First Bank, which wants $20 million for the $37 million it had
lent the Company.  According to The AP, Mr. Sarachek said that at
least three parties are pursuing purchase of the plant.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the Company in its restructuring
effort.  The Company listed assets of $100 million to $500 million
and debts of $50 million to $100 million.


ALCOA INC: Sued by B&C Corp. for Collapse, Breach of Contract
-------------------------------------------------------------
Tom Jennemann at AMM reports that B&C Corp. claims that Alcoa Inc.
forced the Company into bankruptcy.

B&C, according to AMM, filed for Chapter 11 bankruptcy after
losing Alcoa as a customer.

AMM relates that B&C is suing for alleged breach of contract,
theft, and fraud.

Norton-based B&C Corp., doing business as JR Engineering and JR
Wheel, is a privately owned wheel-making company.  B&C makes and
polishes aluminum automotive and truck wheels.  The Company filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Northern District of Ohio.  B&C listed $10 million to $50
million in assets and $10 million to $50 million in liabilities.

Alcoa Inc. -- http://www.alcoa.com/-- is the world leader in the
production and management of primary aluminum, fabricated aluminum
and alumina combined.  Alcoa serves the aerospace, automotive,
packaging, building and construction, commercial transportation
and industrial markets, bringing design, engineering, production
and other capabilities of Alcoa's businesses to customers.  In
addition to aluminum products and components including flat-rolled
products, hard alloy extrusions, and forgings, Alcoa also markets
Alcoa(R) wheels, fastening systems, precision and investment
castings, and building systems.  The company operates in 34
countries and has been named one of the top most sustainable
corporations in the world at the World Economic Forum in Davos,
Switzerland.  As of September 30, 2008, Alcoa had $39.0 billion in
total assets and $21.2 billion in total liabilities.

As reported by the Troubled Company Reporter on February 17, 2009,
Moody's Investors Service downgraded Alcoa Inc's senior unsecured
ratings to Baa3 from Baa1, its short-term rating to Prime-3 from
Prime-2, its rating on its shelf registration for senior unsecured
debt to (P)Baa3 from (P)Baa1 and its preferred stock rating to Ba2
from Baa3.  At the same time Moody's downgraded Alcoa Trust 1's
shelf registration rating for preferred stock to (P)Ba1 from
(P)Baa2.  The rating outlook is stable.


ALON USA: Moody's Confirms Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service confirmed Alon USA Energy, Inc.'s
ratings.  The confirmed ratings are Alon's B2 Corporate Family
Rating, the B3 Probability of Default Rating, and the B1 (LGD 2,
23%) on the Alon USA term loan. Moody's also confirmed the B1 (LGD
2, but the point estimate is changing to 27% from 26%) rating on
the Alon Refining Krotz Springs term loan.  The outlook is
positive.  This concludes the review initiated on 12/23/08.

The confirmation of the B2 CFR reflects the company successfully
obtaining the needed covenant amendment at its ARKS subsidiary,
removing immediate concerns over covenant violations and
liquidity.  The additional room under the ARKS credit agreements
allow for more room to allow for significant refining margin
weakness and/or any potential operating disruptions that may
occur, especially now that the ARKS subsidiary is no longer
benefiting from the crack spread hedge that was unwound as part of
the amendment process.

The B2 also reflects company's set of refining assets that offers
good diversification in terms of markets and products it offers.
With its current configuration of essentially three refineries and
a network of over 1,020 retail sites along the southwest, Alon is
spread across multiple markets, providing cushion against the
volatility of any one market having too great of an impact on the
company's earnings and cash flows.

"The positive outlook reflects the improved financial profile
after the company significantly reduced its total outstanding
debt, bringing its leverage in-line with a higher rating" said
Moody's Vice President, Ken Austin.  "However, while the lower
leverage is more compatible with a higher Corporate Family Rating,
an upgrade would require that the company's operating and
financial performance meet the company's and Moody's expectations
over the next twelve months."

Pro forma for the more than $240 million of debt reduction at the
Alon Refining Krotz Springs subsidiary, and $100 million of net
debt reduction at the other entities, Alon's total debt is about
30% lower.  This has translated into pro forma leverage greatly
improving to about $522 per complexity barrel compared to $734 per
complexity barrel at 12/31/08.  This leverage profile is more
consistent with a higher rating, however, an upgrade would require
a period of clear and consistent operating performance.  While the
company has enhanced its overall diversification with the
Paramount/Edgington acquisitions and the addition of Krotz
Springs, there has been no steady track record of all of the units
simultaneously operating according to plan and generating the
earnings and cash flows expected and is resulting in further debt
reduction.

In addition, now that the heating oil crack spread hedge at the
ARKS level has been unwound, consideration of an upgrade would
also need to include Krotz achieving projected earnings and cash
flows on a stand alone basis without the benefit of the hedge.

Alon's liquidity position is solid. Pro forma for the amendment of
the ARKS credit facilities and associated debt repayments as well
as the reduction of the Alon USA revolving credit facility with
proceeds from a tax refund, the company will have a total over
$600 million of availability under its three credit facilities.
This availability along with consolidated EBITDA in the range of
$300 million, should provide sufficient cover of the company's
planned capex of $127 million, interest expense of about $20
million, and working capital needs for the next 12 months.  In
addition, the covenants under the ARKS facilities were amended to
provide additional room, ensuring continued accessibility over the
next 12 months.

Under Moody's Loss Given Default Methodology, the ARKS facility is
rated one notch above the B2 Alon USA family CFR.  Although the
ARKS facility is non-recourse to Alon USA and is run independently
through the LGD methodology, Moody's use the family CFR as the
base rating to determine notching due to Moody's view of the
implied support from Alon USA.  This implied support was evidenced
by Alon's capital injection as part of the amendment process at
ARKS as well as the additional L/C support provided by Alon
Israel, the majority shareholder of Alon USA Energy, to ARKS for
its crude purchases.

The last rating action for Alon USA was on 12/23/08, when Moody's
placed the ratings under review for possible downgrade.

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products and owner
and operator of convenience stores in the Southwestern and South
Central U.S.


ARROWHEAD GENERAL: Moody's Downgrades Corp. Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Arrowhead General Insurance Agency, Inc. to B3 from B2
following the company's amendment of its credit facilities and
related restructuring initiatives.  Also downgraded were the
ratings of Arrowhead's first-lien credit facilities (to B3 from
B2) and its second-lien credit facility (to Caa1 from B3).  The
rating outlook for Arrowhead is stable.  This concludes a review
for possible downgrade that was initiated on December 24, 2008.

Arrowhead and its lenders have amended the first-lien and second-
lien credit facilities to provide for prepayment of a portion of
the first-lien term loan, a permanent reduction of the revolving
credit facility, resetting of covenants through the life of the
facilities to allow a cushion relative to Arrowhead's revised
financial projections, increased pricing on borrowings, allowance
for Arrowhead's equity sponsor to repurchase debt through a Dutch
tender process under certain conditions, one-time amendment fees
and other modifications to the facilities.  The amendments,
combined with other restructuring initiatives, will help Arrowhead
to weather the difficult market conditions, in Moody's view.
Absent the amendments, the company would likely have breached its
financial covenants in early 2009.

"Arrowhead's performance has been hurt by the prolonged soft
market for property & casualty insurance and the severe economic
recession," said Bruce Ballentine, Moody's lead analyst for
Arrowhead.  These factors have reduced the volume of insurance
premiums placed by Arrowhead, and in turn, its commissions and
fees, which are its main sources of revenue.  In response to these
challenges, Arrowhead has taken significant steps to reduce its
costs, including headcount reductions, divestitures of
underperforming business units, subleasing of real estate,
shifting a portion of management compensation to restricted stock
instead of cash, and trimming administrative costs.  "Arrowhead
has emerged from the restructuring as a smaller firm but with
reasonably strong EBITDA and operating cash flows relative to its
remaining debt," said Mr. Ballentine.

Moody's noted that Arrowhead's business is somewhat concentrated
among its largest insurance carriers, leaving the company exposed
to potential financial problems of a leading carrier or to a
carrier's withdrawal from a target line of business.  Arrowhead
may mitigate this risk by having alternative carriers involved in
its major programs.  The rating agency said that Arrowhead will
continue to benefit from its established position as a general
agent and program specialist along with its healthy profit
margins.

Moody's cited these factors that could lead to an upgrade of
Arrowhead's ratings: (i) profitable growth to restore revenues and
EBITDA to pre-restructuring levels, (ii) adjusted (EBITDA - capex)
coverage of interest exceeding 2.5 times, (iii) adjusted free-
cash-flow-to-debt ratio exceeding 5.0 percent, and (iv) adjusted
debt-to-EBITDA ratio below 5.0 times.

Moody's cited these factors that could lead to a downgrade of the
company's ratings: (i) failure to maintain headroom under
financial covenants, (ii) adjusted (EBITDA - capex) coverage of
interest below 1.5 times, (iii) adjusted debt-to-EBITDA ratio
above 6.5 times, or (iv) loss of a major carrier relationship or
comparable disruption to a key insurance program.

Arrowhead, based in San Diego, California, is a US general agency
and program manager, providing product development, marketing,
underwriting and administrative services to national insurance
carriers.  Arrowhead develops specialized insurance products in
cooperation with major carriers and distributes those products
through a network of retail and wholesale brokers.  Arrowhead
generated total revenues of $115 million and an after-tax net loss
of $1 million in 2008.  Shareholders' equity was $46 million as of
December 31, 2008.

The last rating action affecting Arrowhead occurred on December
24, 2008, when the ratings were placed on review for possible
downgrade.


ARTISTDIRECT INC: Dec. 31 Balance Sheet Upside-Down by $42.9MM
--------------------------------------------------------------
ARTISTdirect, Inc. reported 2008 revenues of $12.1 million versus
$24.2 million for 2007.  Gross profit for the same period was $1.8
million for 2008 against $9.5 million for 2007.

The Company posted a net loss of $47.9 million for 2008 compared
to a net income of $11.5 million for 2007.  As of December 31,
2008, the Company had $7.4 million in total assets, $50.2 million
in total current liabilities, and $159,000 in total long-term
liabilities, resulting in $42.9 million in stockholders' deficit.

Since the end of the 2008 fiscal year, ARTISTdirect has made great
strides to enhance its capital structure. On January 30, 2009, the
Company paid off its senior debt and subordinated debt with a
combination of cash, shares of restricted stock and new five-year
subordinated notes. The total principal amount of senior and
subordinated debt eliminated from the Company's balance sheet was
approximately $13 million of senior debt and approximately $27.6
million of subordinated debt.  The Company's stockholders' equity
was increased as a result of these transactions.

ARTISTdirect is also actively seeking acquisition targets to
complement its current business segments.  On March 30, 2009 the
Company acquired the MediaSentry unit of SafeNet, Inc.
MediaSentry provides the world's largest entertainment and media
companies with the most effective means available to globally
detect, track, and deter the unauthorized distribution of their
digital content.  This acquisition complements ARTISTdirect's
MediaDefender segment, creating a true powerhouse in the field of
intellectual property protection.

"Given the challenges facing the advertising and music industry,
as well as the economy in general over the past year, ARTISTdirect
is laying the foundation for solid growth going forward," said
Dimitri Villard, Chief Executive Officer. "After the successful
restructuring of our capital structure in January 2009 we believe
we are in an excellent position to grow organically and acquire
strategically related businesses, such as MediaSentry, to build a
diversified media technology company.  We expect our commitment to
controlling costs, expanding our existing advertising and E-
commerce sales channels, and further restructuring and rebranding
of our business units, should lead to better performance in 2009
for both ARTISTdirect and our shareholders."

A full-text copy of ARTISTdirect's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3ca8

                      About ARTISTdirect

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          Going Concern Doubt

Gumbiner Savett Inc., in its audit report on the Company's 2008
Annual Report, raised substantial doubt about the Company's
ability to continue as a going concern.  Gumbiner Savett said the
Company has experienced declining revenues, negative working
capital, a net loss, and uncertainty relating to its ability to
improve its operating results under current economic conditions.

As a result of communications with the Staff of the Securities and
Exchange Commission in 2006, in particular regarding the
application of accounting rules and interpretations related to
embedded derivatives associated with the Company's subordinated
convertible notes payable issued in July 2005, ARTISTdirect
determined that it was necessary to restate previously issued
financial statements.  As a result, in December 2006, the Company
was required to suspend the use of its then effective registration
statement for the holders of its senior and subordinated
indebtedness.  In addition to this initial default, the Company
has since entered into other events of default which continued to
be in effect as of December 31, 2008.

As of December 31, 2008, approximately $12,994,000 principal
amount was outstanding with respect to ARTISTdirect's Senior
Financing, and approximately $27,658,000 principal amount was
outstanding with respect to its Sub-Debt Financing.  In addition,
at December 31, 2008, approximately $2,415,000 was outstanding
with respect to accrued registration delay liability to the
holders of the Sub-Debt Financing and approximately $6,475,000 was
outstanding with respect to accrued interest payable to the
holders of the Senior Financing and the Sub-Debt Financing.  The
Senior Notes and the Subordinated Notes were due in June and July
2009, respectively.

The Senior Financing and Sub-Debt Financing have been
restructured.  In accordance with the restructure, the Company
paid $3,500,000 to the Senior Note Holders, issued new
subordinated notes in the aggregate principal amount of $1,000,000
to the Senior Note Holders, issued 9,000,000 restricted shares of
the Company's common stock to the Senior Note Holders, which are
subject to a lock-up period of 12 months, and converted the Sub-
Debt to equity.  In order to obtain funds to accomplish the
restructure, and to fund future operations, the Company obtained
financing by factoring its accounts receivable.

As a result of the successful debt restructuring, ARTISTdirect
anticipates that it will have sufficient access to working capital
from operations and the factoring of account receivable.


ATHILON ASSET: Moody's Downgrades Counterparty Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
counterparty rating of Athilon Asset Acceptance Corp. and the
counterparty and senior debt ratings of Athilon Capital Corp.:

Athilon Asset Acceptance Corp.

  -- Current Counterparty Rating: Ba1

  -- Prior Counterparty Rating: Baa1

  -- Prior Rating Action: Downgraded from Aaa on review for
     possible downgrade to Baa1 on December 18, 2008

Athilon Capital Corp.

  -- Current Counterparty Rating: Ba1

  -- Prior Counterparty Rating: Baa1

  -- Prior Rating Action: Downgraded from Aaa on review for
     possible downgrade to Baa1 on December 18, 2008

Athilon Capital Corp.

  -- US$62,500,000 Senior Subordinated Deferrable Interest Notes-
     Series A

  -- Current Rating: Caa2

  -- Prior Counterparty Rating: B3

  -- Prior Rating Action: Downgraded from B1 on review for
     possible downgrade to B3 on December 18, 2008

Athilon Capital Corp.

  -- US$62,500,000 Senior Subordinated Deferrable Interest Notes-
     Series B

  -- Current Rating: Caa2

  -- Prior Counterparty Rating: B3

  -- Prior Rating Action: Downgraded from B1 on review for
     possible downgrade to B3 on December 18, 2008

Athilon Capital Corp.

  -- US$62,500,000 Senior Subordinated Deferrable Interest Notes-
     Series C

  -- Current Rating: Caa2

  -- Prior Counterparty Rating: B3

  -- Prior Rating Action: Downgraded from B1 on review for
     possible downgrade to B3 on December 18, 2008

Athilon Capital Corp.

  -- US$62,500,000 Senior Subordinated Deferrable Interest Notes-
     Series D

  -- Current Rating: Caa2

  -- Prior Counterparty Rating: B3

  -- Prior Rating Action: Downgraded from B1 on review for
     possible downgrade to B3 on December 18, 2008

Athilon Capital Corp.

  -- US$100,000,000 Senior Subordinated Deferrable Interest
     Notes, Series E

  -- Current Rating: Caa2

  -- Prior Counterparty Rating: B3

  -- Prior Rating Action: Downgraded from B1 on review for
     possible downgrade to B3 on December 18, 2008

Moody's explained that the key driver behind the downgrades was
the application of revised and updated key modeling parameter
assumptions that Moody's uses to rate and monitor ratings of
corporate synthetic collateralized debt obligations and credit
derivative product companies.  The revisions in modeling
assumptions affect key parameters in Moody's model for rating
CDPCs: default probability, asset correlation, and other credit
indicators such as ratings reviews and outlooks.  Moody's
announced the changes to these assumptions in a press release
titled "Moody's Updates its Key Assumptions for Rating Corporate
Synthetic CDOs," published on January 15, 2009.  However, as
mentioned in the press release accompanying the Athilon rating
actions of December 18, 2008, the deteriorated credit quality of
an asset-backed collateral debt obligation against which Athilon
has written protection continues to have a major impact on Athilon
ratings.  The rating of this ABS CDO was downgraded on February
26, 2009 to Ca from Caa3 on review for possible downgrade.


ATLANTA LIFE: A.M. Best Cuts Financial Strength Rating to 'B'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb+" from "bbb-
" for the Atlanta Life Insurance Company (Atlanta Life) (Atlanta,
GA).  Atlanta Life is the life insurance member of Atlanta Life
Financial Group, Inc.  The outlook for both ratings has been
revised to stable from negative.

The rating actions reflect the considerable decline in the
absolute capital and surplus level incurred in 2008 due to
investment losses in its unaffiliated common stock portfolio,
write-offs of intercompany balances and overall net operating
losses.  This decline in capital and surplus has accelerated the
declining trend in the company's risk-adjusted capitalization
level in recent years as measured by Best's Capital Adequacy Ratio
(BCAR) and state regulators.  Without a meaningful infusion of
capital, A.M. Best believes that Atlanta Life will be challenged
to reverse this trend, given its modest historical operating
performance.  Additionally, the reduced level of absolute capital
and surplus further diminishes Atlanta Life's financial
flexibility, which has been limited in recent years by asset
pledges and loans made to affiliates.

Partially mitigating these factors are Atlanta Life's disciplined
premium growth strategy and the generally profitable operating
performance of its core assumed group life business, as well as a
conservative fixed-income investment portfolio that has thus far
avoided significant realized and unrealized investment losses.
Additionally, A.M. Best views positively the company's decision to
cease writing final expense life insurance, as this line of
business was a source of significant statutory new business
expense strain.


B&C CORP: Blames Alcoa for Collapse, Sues for Breach of Contract
----------------------------------------------------------------
Tom Jennemann at AMM reports that B&C Corp. claims that Alcoa Inc.
forced the Company into bankruptcy.

B&C, according to AMM, filed for Chapter 11 bankruptcy after
losing Alcoa as a customer.

AMM relates that B&C is suing for alleged breach of contract,
theft, and fraud.

Norton-based B&C Corp., doing business as JR Engineering and JR
Wheel, is a privately owned wheel-making company at 5208 Wooster
Road W.  B&C makes and polishes aluminum automotive and truck
wheels.

The Company filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of Ohio.  B&C listed
$10 million to $50 million in assets and $10 million to
$50 million in liabilities.


BANK OF AMERICA: Board Seeking New Directors
--------------------------------------------
Bank of America Corp.'s board seeking new directors in the wake of
a revolt that resulted in a shareholder vote last week to oust CEO
Kenneth Lewis of as chairperson, Dan Fitzpatrick and Joann S.
Lublin at The Wall Street Journal report, citing people familiar
with the matter.

BofA will still hire an executive-search firm to handle the
assignment, WSJ says, citing a source.

WSJ relates that Walter Massey took over as chairperson last week
after receiving the highest "yes" votes of any director.  Mr.
Massey, according to WSJ, said on Thursday that the acquisitions
of Merrill Lynch and Countrywide Financial demonstrated a "need"
for directors with more experience in banking and finance."

WSJ reports that Mr. Massey said that he is leading a five-person
committee -- which include Frank Bramble, Charles Gifford, Thomas
May, and Charles Rossotti -- that will recommend any changes in
the board's structure and size while supervising Company's
response to a U.S. stress test showing the need for $33.9 billion
in equity.  The report says that investors sought to defeat the
re-election of several directors last week and some received high
"no" votes.

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

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

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

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


BANK OF AMERICA: Among Banks Needing More Capital in Stress Test
----------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


BANK OF AMERICA: To Raise $17BB in Common Equity to Cover Deficit
-----------------------------------------------------------------
Marshall Eckblad at Dow Jones Newswires reports that Bank of
America said that it would begin to cover its $34 billion
shortfall by raising $17 billion in common equity.

BofA said that the Federal Reserve has notified the Company of the
stress test results.  The test shows that to weather two years of
the most severe economic circumstance, BofA would need to increase
Tier 1 common capital by $33.9 billion.

According to Dow Jones, BofA will sell new shares straight into
the market and exchange some of the Company's privately-held
preferred shares into common shares.

BofA CEO Ken Lewis, Dow Jones relates, said that the Company would
raise $10 billion by selling some of its assets to raise cash,
including its First Republic bank, asset manager Columbia
Management, "joint ventures and various others."  Dow Jones states
that BofA said that it is in "discussions to terminate and
abandon" an insurance policy it purchased from the government to
protect itself against losses on more than $110 billion in
troubled assets.  This would help the Company raise an additional
$4 billion or more, according to the report.

BofA said that it would add $7 billion from earnings and "various
other items," Dow Jones reports.

BofA, according to Dow Jones, made clear on Thursday that it will
avoid drawing out its relationship with the U.S. government, which
promises to re-trench further if the government becomes a voting
shareholder.

Dow Jones relates that the government previously invested about
$45 billion in BofA through preferred shares.   The report says
that converting some of those shares to common shares is BofA's
quickest path to meeting regulator's demands.

Dow Jones quoted Mr. Lewis as saying, "In fact, our game plan is
designed to help get the government out of our bank as quickly as
possible."

Under the stress test results, BofA's total Tier 1 Capital Ratio
would remain above the federal regulatory target over the two-year
period.  Tier 1 common equity would be below the guideline,
necessitating an increase in the company's common equity to meet
the government's most adverse economic scenario.

"We are comfortable with our current capital position in the
present economic environment," said Mr. Lewis.  "The stress test
asks what if the economy does much worse than most experts
project.  We are working on a plan to submit to the government for
such a contingency, which is due by June 8.  While it would have a
number of components, we will not need any new government money.
The plan will be implemented by the Nov. 9 deadline.  Bank of
America will continue to be the leading financial services company
for consumers and businesses.  We are well capitalized with the
best liquidity of any large bank.  We continue to lead the
industry in making new loans and to serve our customers and
clients with innovative products.  We understand our
responsibility to our communities, customers and shareholders."

Walter E. Massey, chairman of the BofA Board of Directors said,
"The precautionary actions being taken by our country's banking
regulators are an appropriate and balanced response in a time of
lingering economic uncertainty.  While we have considerable work
to do, we are pleased that the supervisory capital assessment
process has provided much-needed clarity on the path forward to
move decisively beyond the current crisis.  The board will assure
that the company moves aggressively to build the capital buffer
identified by the regulatory stress test.  Our management team is
already in the process of developing a comprehensive capital plan,
and we will be thorough in considering the various alternatives to
meet our goal."

At March 31, BofA's ratio of Tier 1 common to risk-weighted assets
was 4.5 percent, well above the 4% that the Federal Reserve has
targeted in the stress test.  Total Tier 1 capital was 10.09%,
making the bank "well capitalized" under the regulatory formula.
In more normal times, the company targets 8% total Tier 1 capital
with at least half in common equity.

Using the most severe economic assumptions, the Company's internal
projections for loan losses and income over the next two years
differ from the Federal Reserve's because the agency tended to use
standardized loss rates for the 19 banks.  Bank of America
estimates its particular loss rates will in many cases be less,
but in some cases may be higher.  The bank has also told the
Federal Reserve that it believes the agency's estimate of income
over the next two years is too low.

BofA believes its pre-provision net revenue will significantly
exceed the government's estimate in the stress scenario over 2009-
2010.  The Company also believes that the Federal Reserve's
projected non-credit losses over that period are too high.

"While we may differ on some elements of the test, we understand
the need to reassure those doing business with or investing in the
company that we will be well capitalized even in a highly adverse
scenario," said Joe L. Price, chief financial officer.  "Our
capital plan will therefore reflect the Federal Reserve's
conclusions.  Our goal will be to continue to run the bank in a
safe and sound manner but to minimize dilution of our common
shareholders, while at the same time being positioned to continue
to help the economy through appropriate extension of credit. Our
strategy will also, even under the most adverse scenario, put the
highest possible priority on paying back the taxpayers as soon as
possible."

Mr. Price said that the Company could increase the Tier 1 common
ratio in a number of ways.  He said the Company intends to sell
common stock and/or convert existing privately held preferred
stock into common shares.  BofA has already announced it will sell
First Republic Bank and is considering the sale of several other
business units including Columbia Management.  It may also
consider several joint ventures.

"Our intention will be to reach the government's target on our own
without exchanging any of the current U.S. investment in Bank of
America into mandatory convertible preferred stock," Mr. Price
said.  "That would allow us to minimize the use of government
money and put us into a position to repay the government's
investment sooner."

In addition to such strategic moves, the Company over the next two
quarters expects that its performance will exceed projections by
the Federal Reserve, which would reduce the amount of Tier 1
common required.

In a related development, BofA is seeking to end negotiations and
terminate its term sheet with respect to the proposed guarantee of
approximately $118 billion in capital markets assets by the U.S.
Government.  This is an important first step in reducing the
government's support of the Company.

"We believe that the expense of the asset wrap exceeds the
potential benefit, especially since, even under our stress test
conclusions, losses never exceed the initial $10 billion we would
have to cover," Mr. Price said.  "We have already taken
substantial action on our own to reduce exposure to the covered
assets while incurring minimal losses."

Board Actions

BofA chairperson Walter Massey emphasized that the board is
committed to being recognized as an exemplar of good corporate
governance practices and to listening carefully to shareholder
views.  "To this end," he continued, "the board has established a
committee chaired by me and including four other non-executive
directors: Frank P. Bramble Sr., Charles K. Gifford, Thomas J. May
and Charles O. Rossotti.  In addition to overseeing BofA's
response to the Supervisory Capital Assessment Process, the
committee is charged with reviewing and recommending changes in
all aspects of the board's activities, from the structure and
charters of its standing committees, to board meetings and
agendas, to board composition and size."

Ms. Massey noted that the increased complexity of the company
following the major acquisitions of Merrill Lynch and Countrywide,
and the challenges of the current environment, have demonstrated a
need on the board of directors for enhanced expertise and
experience in banking and financial matters.  "The committee has
already begun its work," Mr. Massey said, "and will be moving
expeditiously to bring recommendations for changes to the board."

Mr. Massey remarked, "While I have assumed the Chairmanship of our
Board at a particularly challenging time, I could not be more
encouraged by the energy and resolve of the people of this great
company to engage fully to address the issues before us.  We plan
to make the most of this opportunity to ensure that our business
and governance practices are state-of-the-art and that Bank of
America continues as America's leading financial institution.

"We will continue our successful strategy calling for Bank of
America to operate in businesses and markets where we are a market
leader, to take full advantage of scale and to maintain diversity
of income," Mr. Massey concluded. "The model works."

                      About Bank of America

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

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

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

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


BEARINGPOINT INC: Closes Sale of Public Services Biz to Deloitte
----------------------------------------------------------------
BearingPoint, Inc. said the sale of its North American Public
Services business to Deloitte LLP has been completed.  Under the
terms of the previously disclosed transaction, Deloitte acquired
the majority of the Company's Public Services unit for $350
million.

BearingPoint and Deloitte are working together to help ensure a
seamless transition for clients and employees, including the
continuity of existing engagement teams, to provide uninterrupted,
world-class consulting services.  Also, Robin Lineberger,
executive vice president of Public Services, and his management
team have joined Deloitte, providing leadership stability and
continuity that will aid in the successful integration.

BearingPoint on April 17, 2009, said it entered into definitive
agreements with PricewaterhouseCoopers LLP to sell a significant
portion of the Company's North American Commercial Services
business and associated Global Delivery Centers for $25 million.
On May 27, 2009, a hearing is scheduled for the Court to review
the proposed sale, which remains subject to the satisfaction of
certain closing conditions and the rules of the Court, which
require BearingPoint to consider all "higher or better" offers
from other potential buyers and obtain Court approval.  There can
be no assurance that the proposed sale will be approved by the
Court or that the transaction will be completed.

                      About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently
one of the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP
-- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq., at Weil Gotshal
& Manges LLP, has been tapped as counsel.  Greenhill & Co., LLC,
and AP Services LLC, have also been tapped as advisors.  Davis
Polk & Wardell is special corporate counsel.  BearingPoint
disclosed total assets of $1,762,689,000, and debts of
$2,231,839,000 as of September 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to exchange general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BENJAMIN CABRERA: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Benjamin Cabrera
           dba Atom Construction Co.
        400 Second Ave.
        Apt. 18A
        New York, NY 10010

Bankruptcy Case No.: 09-12932

Chapter 11 Petition Date: May 7, 2009

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Joel K. Bohmart, Esq.
                  Bohmart & Sacks, P.C.
                  60 East 42nd Street
                  46th Floor
                  New York, NY 10165
                  Tel: (212) 972-3557
                  Fax: (212) 972-3607
                  Email: jbohmart@aol.com

Total Assets: $1,605,800

Total Debts: $1,143,616

According to its schedules of assets and liabilities, $1,143,616
of the debt is owing to secured creditors.

A full-text copy of Mr. Cabrera's petition, including his list of
1 largest unsecured creditor, is available for free at:

     http://bankrupt.com/misc/nysb09-12932.pdf

The petition was signed by Mr. Cabrera.


BERNARD L MADOFF: Picard Sues Investor for Principal Repayments
---------------------------------------------------------------
The trustee for Bernard L. Madoff Investment Securities Inc., the
largest Ponzi scheme in world history, is now going after
investors to recover more than fictitious profits, Bloomberg's
Bill Rochelle said.

On May 7, Irving Picard, trustee for BLMIS, sued Gabriel Capital
LP and its managing partner, Ezra Merkin, saying they withdrew
more than $500 million of "non-existent" principal on behalf of
investment funds when people within their own organization
suspected a fraud was being conducted.

According to Bloomberg, the trustee's complaint cites one of
Merkin's investment managers as saying that profits by the Madoff
firm were "inconsistent with what could possibly take place in
reality."  The complaint also refers to an accountant who advised
Merkin that the Madoff firm "looked like a fraud to him."

The complaint, Mr. Rochelle notes, uses New York state law to seek
the recovery of principal returned within six years of bankruptcy,
not merely the two years allowed under U.S. bankruptcy law.  The
new complaint, the report adds, is notable for seeking not only
the return of fictitious profits but also principal investments
that in reality disappeared in the course of the Ponzi scheme.

According to Mr. Rochelle, though the law in the area is not
crystal clear, some theories say an investor in a Ponzi scheme can
be required to pay back fictitious profits even if the investor
had no reason
to believe a fraud was being conducted.  Another theory holds
that an investor can be compelled to return repayment of
principal if the investor knew or had seen enough red flags to
suspect that a fraud was ongoing.

                      About Bernard L Madoff

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

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

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

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

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


BERNARD L. MADOFF: Cohmad's Broker Registration Revoked
-------------------------------------------------------
Robert Frank at The Wall Street Journal reports that Cohmad
Securities Corp., a brokerage that referred investors to Bernard
Madoff, has lost its broker registration on failure to provide
adequate information to state regulators in a probe on its
relationship to Mr. Madoff and Bernard L. Madoff Investment
Securities LLC.

According to WSJ, a Massachusetts hearing officer ruled that
Cohmad Securities provide an accounting of the fees that the
company or its agents earned for referring Massachusetts investors
to the Madoff firm and levied a $100,000 fine on Cohmad
Securities.

WSJ relates that Steven Paradise, Cohmad Securities' lawyer, said
that the ruling was unfair because, among other things, the
hearing officer works for Secretary of the Commonwealth William F.
Galvin, who filed a lawsuit against Robert Jaffe on January 14,
2009, to testify about his role in the Madoff fraud.

"It's our belief that Cohmad was a front organization for Madoff,"
WSJ quoted Mr. Galvin as saying.  WSJ relates that Mr. Paradise
said that Cohmad Securities had no knowledge of the fraud.  Cohmad
Securities is considering an appeal to a "truly independent and
neutral judge" in a Massachusetts Superior Court, WSJ says, citing
Mr. Paradise.

Mr. Paradise, according to WSJ, said that Cohmad Securities is
still operating, but "in cooperation with other regulators is in
the process of attempting to wind down."

Cohmad Securities submitted over thousands of pages of documents
to Mr. Galvin's office and responded to several questions, WSJ
relates.   Mr. Galvin, according to the report, said that his
office will continue to the probe on Cohmad Securities.

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.


BLAKE ROAD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Blake Road Partners, Inc.
        42 Main Street
        Littleton, NH 03561

Bankruptcy Case No.: 09-11693

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Brian G. Luneau, Esq.
                  1067 Lake Ave
                  Sunapee, NH 03751
                  Tel: (606) 616-9278

Total Assets: $352,100

Total Debts: $787,343

According to its schedules of assets and liabilities, $737,187 of
the debt is owing to secured creditors and the remaining debt to
creditors holding unsecured nonpriority claims.

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Lauren J. Sharfman, president of the
Company.


BORGER ENERGY: Moody's Confirms 'Ba3' Rating on Mortgage Bonds
--------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating on Borger
Energy Associates L.P.'s 7.26% first mortgage bonds due 2022,
concluding the review for upgrade that was initiated on November
14, 2008.  The rating outlook is stable.

The rating review had been prompted by an improvement in
operational and financial performance at the plant.  Availability
at the plant under the terms of the PPA had averaged 93% from 2006
through September 2008 and the debt service coverage ratio
calculated by Moody's had improved steadily year over year from
1.29x in 2006 to 1.42x for the trailing 12-months ended September
30, 2008, due at least in part to higher steam sales to
ConocoPhillips.  The challenges at Borger's facility in 2005 and
2006, which had seen much reduced coverage ratios due to the
combination of unplanned outages and a reduction in steam
revenues, appeared at the time to be behind the project.

Since then, however, the project has seen a deterioration in
operating and financial performance such that its debt service
coverage for the first three months of 2009 is below 1.0x.
Moody's expects coverages to be weak through the end of 2009.  The
facility experienced another unplanned outage combined with a
significant reduction in gas prices.  Borger's Unit #1 generator
had an unplanned outage on December 19, 2008, caused by a
generator ground fault.  This necessitated repairs and a rewinding
of the unit.  Management has said that this is an insurable event
and is in the process of seeking a claim. The unit was returned to
service on February 13, 2009.  During this period, there was also
a sharp drop in gas prices (from approx. $6/MMBtu in December 2008
to $2.675/MMBtu for March 2009).  As a result, revenues for the
first three months of 2009 were down due to (i) a lower
availability factor due to the generator winding failure resulting
in a lower capacity payment (92% average availability is needed
under the terms of the Power Purchase Agreement with Southwestern
Public Service to avoid capacity payment penalties); (ii) lower
than anticipated power generation and steam production also due to
the generator winding failure; and (iii) lower gas prices.  In
addition, higher operating and maintenance expenses as a result of
the generator failure contributed to the decline in coverage
ratios.

Preliminary projections for 2009 show that debt service coverage
is projected to be close to 1.0x; however, the project currently
anticipates it will be able to fully fund its major maintenance
reserve and that it will not need to access the debt service
reserve.

The stable outlook reflects Moody's view that the Ba3 rating is
not likely to be revised in the near term, and assumes that the
project will be able to maintain coverages around 1.0x in 2009 and
2010 and will not need to utilize the debt service reserve.  The
rating could be revised downward should there be recurring
operating difficulties and outages or if there was a need to
utilize the debt service reserve.  Moody's will closely monitor
the project's financial and operating performance.  The rating
could come under positive ratings pressure or the outlook could be
revised to positive if the project were able to produce debt
service coverage ratios above 1.20 times on a sustainable basis.
However, the project's operating history and financial performance
has been volatile, and its cash flow too closely tied to volatile
gas prices for the rating to be much above the lower end of the Ba
range.

The last rating action on Borger occurred on November 14, 2008,
when the project's senior secured rating was placed under review
for possible downgrade.

Borger Energy Associates, L.P. is a limited partnership that owns
and operates a 230-megawatt, gas-fired cogeneration facility
located near Borger, Texas.  Power generated by the project is
sold to Southwestern Public Service Company (SPS: Baa1; senior
unsecured), a wholly-owned utility operating subsidiary of Xcel
Energy (Baa1 senior unsecured), and steam is sold ConocoPhillips
Company (A1; senior unsecured).

Borger is 100% wholly-owned by affiliates of Energy Investors
Funds.


BROOKE CORP: Chapter 11 Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Albert A. Riederer, Chapter 11 Trustee for Brooke Corporation and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
District of Kansas to convert the Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings.

The Chapter 11 Trustee states that there is no prospect of
reorganization and all of the Debtors' employees have been
terminated and.  The Trustee says that it has been able to
effectuate a settlement that helps transition former agents to
other carriers.  The settlement was approved by the Court on
March 13, 2009.

According to the Chapter 11 Trustee, the conversion of the
Debtors' cases would preserve the base of critical working
knowledge, which the Trustee and its counsel have about these
proceedings.  Moreover, it allows the liquidation to continue in
an orderly and uninterrupted fashion, the Trustee notes.

Husch Blackwell Sanders LLP in Kansas City, Missouri, represents
the Chapter 11 Trustee.

Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- is an insurance agency and finance
company.  The company owns 81% of Brooke Capital.  The majority of
the company's stock was owned by Brooke Holding Inc., which, in
turn was owned by the Orr Family.  A creditor of the family, First
United Bank of Chicago, was foreclosed on the BHI stock.  The
company's revenues are generated from sales commissions on the
sales of property and casualty insurance policies, consulting,
lending and brokerage services.

Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on Oct. 28, 2008 (Bankr. D. Kan. Case No.
08-22786).  Angela R. Markley, Esq., is the Debtors' in-house
counsel.  Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.  The
Debtors listed assets of $512,855,000 and debts of $447,382,000.


CANWEST MEDIA: Senior Lenders Extend Waiver Until May 19
--------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc. and its senior lenders have agreed to extend the waiver
of certain borrowing conditions until May 19, 2009.

The members of an ad hoc committee of 8% noteholders, which
collectively hold approximately 72% of the outstanding notes, have
also agreed not to demand payment of their notes for a period
ending May 19, 2009 to coincide with the expiry date of CMI's
waiver agreement with its senior lenders.

During the extension period, CMI's senior lenders have agreed to
provide the Company with additional access to credit.

CMI continues discussions with its senior lenders and
representatives of an ad hoc committee of 8% noteholders.

                     About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services said it assigned its 'CCC'
long-term corporate credit rating to Toronto-based newspaper
publisher Canwest Limited Partnership.  The outlook is negative.

At the same time, S&P lowered the senior secured debt rating on
the company to 'CCC' (the same as the corporate credit rating)
from 'CCC+'.  S&P also revised the recovery rating on Canwest LP's
senior secured debt to '3' from '2'.  The '3' recovery rating
indicates S&P's opinion of an expectation of meaningful (50%-70%)
recovery in the event of a default, in contrast to a '2' recovery
rating, which indicates S&P's opinion of an expectation of
substantial (70%-90%) recovery.  Standard & Poor's revised the
recovery rating due to S&P's use of a lower EBITDA amount
andEBITDA multiple in the event of default.


CARITAS HEALTH: Proposes June 1 Auction for Medical Equipment
-------------------------------------------------------------
Caritas Health Care, Inc., et al., ask the U.S. Bankruptcy Court
for the Eastern District of New York for authority to approve
auction procedures for the sale of the Debtors' medical equipment
and supplies.  After the auction, the Debtors will seek entry of a
second order to approve the sale of the assets to the successful
bidder at the auction, free and clear of all liens, claims and
encumbrances.

The Debtors relate that since filing for bankruptcy, the Debtors
have completed the shut down of all medical operations, ceased
providing health care services, terminated all health-care-related
operations and are in the process of liquidating their assets and
winding up their affairs.

The Debtors propose to conduct the auction on June 1, 2009, at
10:00 a.m. (New York City time), with bids due no later than 4:00
p.m. on May 27, 2009.  The Debtors request the Court to set a sale
hearing for June 3, 2009.

Centurion Service Group, LLC and Perfection Plant Liquidations,
LLC (collectively, the "Stalking Horse Bidder") have offered to
pay Caritas $3,400,000 for the medical equipment.

The Debtors also request the Court for authority to pay the
Stalking Horse Bidder a Break-Up Fee a Break-Up Fee equal to 2% of
the Equipment purchase price, or $68,000, should the sale be
consummated in favor of another competing bidder.

With respect to the supplies, the Debtors request the Court for
authority to employ the Stalking Horse Bidder as disposition agent
in an auction process.

In accordance with the agreement, for a period of 90 days from the
closing date of the sale of the Equipment (not later than 5 days
following the entry of the sale order, unless parties agree on
another time or date), the Stalking Horse Bidder will conduct
auctions at the Debtors' facilities and online, charging a buyer's
premium of 10% in respect of sales occurring at the Debtors'
facilities and 17% in respect of sales occurring online, but
charging no additional commission to the Debtors.

The net proceeds, after subtraction of the Buyer's Premium and any
sales and similar taxes, will be remitted to Caritas on the next
business day following said sales.

A full-text copy of the proposed bid procedures and the agreement
with the Stalking Horse Bidder dated April 30, 2009, is available
at http://bankrupt.com/misc/Caritas.EquipmentProtocol.pdf

                  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).  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors as counsel.
JL Consulting LLC, is the Debtors' restructuring consultant.
Montclair Partners, LLC is the financial advisor to the Debtors.

Alson & Bird LLP represents the official committee of unsecured
creditors as counsel.  SilvermanAcampora LLP is the Committee's
conflicts counsel.  In its bankruptcy petition, Caritas listed
assets of $50 million to $100 million, and debts of $100 million
to $500 million.


CENTENE CORPORATION: Moody's Affirms 'Ba3' Senior Unsecured Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Centene
Corporation senior unsecured debt at Ba3 and corporate family
rating at Ba3.  The outlook remains stable.

Moody's said that Centene's ratings reflect the company's
concentration in the Medicaid market, acquisitive nature, and
relatively high financial leverage, offset by its multi-state
presence, relatively stable financial profile, strong unregulated
cash flows, and adequate capitalization level - NAIC consolidated
risk-based capital of approximately 160% of company action level
as of December 31, 2008.  While the company's acquisitive nature
could possibly increase business and operational risks, the rating
agency noted that Centene's acquisition of Celtic Insurance
Company in July 2008 positions the company to participate in the
individual health insurance market if health care reform
incorporates coverage mandates.

Additionally, Moody's stated that Centene's ratings continue to
reflect the unique risks associated with the managed care Medicaid
segment.  First, each of the state contracts is renewed on a
periodic basis, and the loss of one of Centene's larger contracts
would have a considerable impact on the revenues and earnings of
the company.  Second, the Medicaid business is very reliant on
company reputation, and an operating problem in one state could
jeopardize the Medicaid contracts in other states.  Lastly,
Moody's cited concerns with respect to the uncertainty surrounding
the future level of reimbursements as states fall under budgetary
and political pressures.  On the positive side, the rating agency
noted that recent legislation in Washington has provided increased
federal funding for Medicaid.

The rating agency stated that the ratings could be upgraded if
NAIC RBC increases and is sustained above 180% of company action
level, debt to capital falls below 40% (where debt includes
operating leases), EBIT to interest expense exceeds 7x, and
specialty segment earnings continue to be at least 20% of total
earnings.  However, if there is a loss or impairment of one or
more of Centene's Medicaid contracts, EBIT to interest expense
falls below 4x, debt to EBIT increases above 5x, or if the overall
annual health benefits ratio increases above 86%, the ratings
could be lowered.

These ratings were affirmed with a stable outlook:

* Centene Corporation -- senior unsecured debt rating of Ba3;
  corporate family rating of Ba3;

* Managed Health Services Insurance Corp. -- insurance financial
  strength rating of Baa3;

* Peach State Health Plan, Inc. -- insurance financial strength
  rating of Baa3;

* Coordinated Care Corp. Indiana, Inc. -- insurance financial
  strength rating of Baa3;

* Superior HealthPlan, Inc. -- insurance financial strength rating
  of Baa3.

Centene Corporation is headquartered in St. Louis, Missouri.  For
the first three months of 2009 the company reported total revenue
$936 million (including investment income) with managed care
membership as of March 31, 2009 of approximately 1.34 million.  As
of March 31, 2009 the company reported shareholders' equity of
approximately $550 million.

Moody's most recent rating action on Centene was on March 8, 2007
when the ratings were assigned.

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


CENTRO NP: Moody's Downgrades Senior Unsec. Debt Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured debt
ratings of Centro NP LLC (formerly New Plan Excel Realty Trust,
Inc.) to Caa2, from Caa1.  This concludes Moody's review.  The
outlook is negative reflecting Centro NP's liquidity constraints
due to limited access to its revolving credit facility and the
need to continually transfer assets out of Centro NP to its joint
venture entity or sell assets to pay down debt, thus weakening its
profile.

These rating actions incorporate the completion of Centro NP's
stabilization plan, but also take into account the upcoming
refinancings given the decline in asset values, weakening
prospects for cash flows, and more stringent lending environment.
In addition, Centro NP's credit metrics have continued to weaken
with fixed charge coverage of 2.0x at YE 2008 (vs. 2.2x at 3Q08)
and net debt/EBITDA of 7.5x at YE 2008 (vs. 7.1x at 3Q08).

Moody's notes that Centro NP is dependent upon asset sales or
borrowings from the Residual Joint Venture Credit Facility
(Residual Facility) or equity contributions from Super LLC funded
through the Residual Facility to meet short and long term
obligations.  With the tender of its senior notes due September
2009, Centro has approximately $90 million remaining maturities in
2009.  The Residual LLC is 51% owned by Super LLC and 49% owned by
Centro NP.  The Centro NP Credit Facility currently has $307
million outstanding, but may not be tapped anymore and the
Residual Facility has approximately $100 million available ($370
million original amount).  Although Moody's acknowledges that
Centro NP has a defensive portfolio that may afford opportunities
for asset sales or financing to pay off debt, such actions will
continue to heighten leverage and secured debt and may not be
feasible in the current economic environment.  Centro NP is
currently in compliance with its bond covenants.  The maturity
date of both the Super LLC bridge facility and the Centro NP line
of credit are December 2010.

Affirmation of the Caa2 rating with a stable outlook would be
contingent upon Centro NP demonstrating adequate liquidity over a
24-month period and continued covenant compliance.  A downgrade
would most likely occur should Centro NP show a significant
deterioration in cash from operations; an inability to execute on
asset sales or encounter other difficulties in refinancing
upcoming obligations or addressing liquidity needs; additional
transfers of assets out of Centro NP; or noncompliance with bond
covenants at the Centro NP level.

The last rating action with respect to Centro NP was on December
17, 2008 when its ratings were affirmed at Caa1 with a
continuation of the review for possible downgrade.

These ratings were downgraded to Caa2, with a negative outlook:

* Centro NP LLC -- Senior unsecured debt at Caa2, from Caa1;
  medium-term notes at Caa2, from Caa1.

Centro NP LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers.  The company had
assets of $4.2 billion and equity of $2.0 billion at December 31,
2008.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA.  The company has
A$24 billion in assets under management.


CHRYSLER LLC: DBRS Comments on Fiat Alliance and GM Europe Talks
----------------------------------------------------------------
Fiat S.p.A. and Chrysler LLC announced on April 30, 2009, that
they have signed agreements to establish a global alliance (the
Alliance).  Dominion Bond Rating Service notes that the
announcement of the Alliance coincided with Chrysler's filing for
bankruptcy protection in the United States.  DBRS notes that the
Alliance in isolation has no immediate impact on the ratings of
Fiat amid highly uncertain global market conditions and many other
factors affecting the ratings.

The main objectives of the Alliance are to increase the geographic
and product diversities of both Fiat and Chrysler.  The Alliance
is to be formed through Chrysler's submitting a motion under
Section 363 of the Bankruptcy Code requesting approval of the
Alliance as well as the sale of Chrysler's principal assets to the
new company (NewCo) being formed with Fiat.  Fiat is to obtain an
initial 20% equity interest in NewCo.  Additional equity
participants in NewCo include the Voluntary Employee Benefit
Association (VEBA), which will be issued an equity interest of
approximately 55%, as well as the U.S. Treasury and the Canadian
government, which will collectively hold a 10% equity interest.

DBRS notes that Fiat will be able to receive an additional 15%
equity interest that can be obtained in three tranches of 5%.
Each of these additional tranches remains subject to the
achievement of the following established targets: (1) approval to
build the Fully Integrated Robotised Engine (FIRE) engines in the
United States; (2) achievement of sales of Chrysler vehicles
outside of North America; and (3) regulatory approval to build a
Chrysler model based on Fiat technology.  Furthermore, Fiat will
have the option to acquire a further 16% shareholding in Chrysler
from the beginning of 2013 through June 30, 2016.  DBRS notes that
Fiat's shareholding in Chrysler will, however, be capped at 49%,
subject to the repayment in full of the loans made to Chrysler by
the U.S. Treasury.

While there is no immediate rating impact, DBRS considers the
Alliance to be modestly positive to the business profile of Fiat.
The Alliance would appear to present an opportunity for the
Company to re-enter the North American market, which remains among
the most significant automotive markets despite an alarming
decline in 2008 that is expected to persist through this year and
possibly into 2010.  DBRS notes that the North American market is
likely to be more receptive to Fiat's product portfolio than in
the past in light of the apparent shift in segmentation toward
smaller vehicles.  DBRS further notes that there are no firm
commitments from Fiat to invest cash into the Alliance; this is
critical as automotive original equipment manufacturers worldwide
seek to preserve their liquidity positions to help them survive
the current severe industry downturn.

DBRS also notes that Fiat has entered into discussions regarding a
possible merger between Fiat Group Automobiles, Chrysler and the
European operations of General Motors Corporation (GM Europe).
DBRS notes that, in the event that such a merger is executed, the
resulting automotive concern (New Fiat) would be among the world's
largest OEMs as combined sales in the range of six to
seven million units would rank only behind Toyota Motor
Corporation and roughly on par with Volkswagen AG.  This would
provide New Fiat with the requisite scale to compete more
effectively on a global basis.

DBRS notes that many details of the proposed merger remain to be
addressed, including antitrust approvals.  With respect to
required financing, European countries where Fiat and GM Europe
have plants are likely to be requested to provide guarantees in
support of the debt of New Fiat.  Furthermore, it is possible that
Fiat Group Automobiles would be spun off from Fiat.  As such, New
Fiat would likely be a purely automotive concern.

Unlike the acquisition of Chrysler in isolation, DBRS notes that
the transactions resulting in New Fiat, if completed, could lead
to rating actions. Any rating action would depend on many factors,
including but not limited to the resulting business profiles,
capital structures and the financial profiles of both New Fiat and
Fiat.  DBRS will monitor the progress of Fiat's actions regarding
the expansion of its automotive activities and will provide
commentaries or new rating actions when appropriate.


CHRYSLER LLC: Proposes Interim Compensation Procedures
------------------------------------------------------
Chrysler LLC and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to approve a procedure for the
payment of fees and expenses of their retained professionals.

Pursuant to Section 331 of the Bankruptcy Code, all professionals
are entitled to submit applications for interim compensation and
reimbursement of expenses every 120 days, or more often if the
court permits.  In addition, Section 105(a) authorizes a court to
issue any order "that is necessary or appropriate to carry out
the provisions of [the Bankruptcy Code]," thereby codifying the
bankruptcy court's inherent equitable powers.

By this motion, the Debtors ask the Court to issue an order (a)
establishing an orderly, regular process for the allowance
and payment of compensation and reimbursement for attorneys and
other professionals whose services are authorized by the Court
pursuant to Sections 327 or 1103 of the Bankruptcy Code and who
are required to file applications for allowance of compensation
and reimbursement of expenses pursuant to Sections 330 and 331
and Rule 2016(a) Federal Rules of Bankruptcy Procedure; and (b)
establishing a procedure for reimbursement of reasonable out-of-
pocket expenses incurred by members of any statutory committees
appointed in the Chapter 11 cases.

The Debtors propose that the payment of fees and reimbursement of
expenses of the Professionals be governed by these procedures:

  (a) On or before the 20th day of each month following the
      month for which compensation is sought, each Retained
      Professional seeking compensation pursuant to an order
      approving the Motion will serve a monthly statement on:

        (i) The Debtors,

       (ii) Jones Day,

      (iii) counsel to any appointed statutory committees,

       (iv) Peter Pantaleo, Esq. and David Eisenberg, Esq.
            Simpson Thacher & Bartlett LLP,

        (v) The Office of the United States Trustee for the
            Southern District of New York, and

       (vi) Cadwalader, Wickersham & Taft LLP

  (b) The Monthly Statement need not be filed with the Court and
      a courtesy copy need not be delivered to the presiding
      judge's chambers.

  (c) Each Monthly Statement must contain a list of the
      individuals and their titles who provided services during
      the statement period; billing rates; aggregate hours
      spent by each individual; a detailed breakdown of the
      disbursements incurred; and contemporaneously maintained
      time entries for each individual in increments of tenths
      of an hour.

  (d) Each Notice Party will have at least 15 days after its
      receipt of a Monthly Statement to review it and, if the
      Notice Party has an objection to the compensation or
      reimbursement sought, the Notice Party will serve upon the
      Retained Professional, a written "Notice of Objection to
      Fee Statement."

  (e) At the expiration of the 40-day period, the Debtors will
      promptly pay 80% of the fees and 100% of the expenses
      identified in each Monthly Statement to which no objection
      has been served.

  (f) If the Debtors receive an objection to a particular
      Monthly Statement, they will withhold payment of that
      portion of the Monthly Statement to which the objection is
      directed and promptly pay the remainder of the fees and
      disbursements in the percentages.

  (g) If the objecting parties and the Retained Professional are
      able to resolve their dispute following the service of a
      Notice of Objection, then the Debtors will promptly pay
      that portion of the Monthly Statement that is no longer
      subject to an objection.

  (h) All objections that are not resolved by the parties will
      be preserved and scheduled for hearing before the Court at
      the next interim or final fee application hearing.

  (i) Every 120 days, each Retained Professional will serve and
      file with the Court an application for interim or final
      Court approval and allowance of the compensation and
      reimbursement of expenses.

  (j) Any Retained Professional that fails to file an
      application seeking approval of compensation and expenses
      previously paid under the order approving the Motion when
      due will: (i) be ineligible to receive further monthly
      payments of fees or reimbursement of expenses until the
      Retained Professional files the delinquent fee application
      and an order of the Court authorizes the Debtors to resume
      monthly payments to the Retained Professional; and (ii)
      may be required to disgorge any fees paid since retention
      or the last fee application, whichever is later.

  (k) The pendency of an application or a Court order that
      payment of compensation or reimbursement of expenses was
      improper as to a particular Monthly Statement will not
      disqualify a Retained Professional from the future payment
      of compensation or reimbursement of expenses, unless
      otherwise ordered by the Court.

  (l) Counsel for any statutory committee may collect and submit
      statements of expenses, with supporting vouchers, from
      members of the committee he or she represents; provided,
      however, that the committee counsel ensures that these
      reimbursements comply with the Court's Administrative
      Orders dated June 24, 1991 and April 21, 1995.

The Debtors propose that each Retained Professional whose
retention has been approved by the Court as of the Petition Date
may seek, in its first Monthly Statement, compensation for work
performed and reimbursement for expenses incurred during the
period beginning on the Petition Date and ending on May 31, 2009.

The first interim fee application for the Retained Professionals
will seek compensation and reimbursement of expenses for the
period from the Petition Date through August 31, 2009.  All
Retained Professionals not retained as of the Petition Date will
file their first Monthly Statement for the period from the
effective date of the retention through the end of the first full
month following the effective date of their retention, and
otherwise in accordance with the procedures in the Motion.

Corinne Ball, Esq., at Jones Day, in New York, tells the Court
that the proposed procedures will enable the Debtors to closely
monitor the costs of administration, maintain level cash flow and
implement efficient cash management procedures.  Moreover, the
procedures also will allow the Court and the key parties in
interest to insure the reasonableness and necessity of the
compensation and reimbursement sought pursuant to the procedures.

                        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: Motion to Deem Utilities Adequately Assured
---------------------------------------------------------
Pursuant to Section 366(a) of the Bankruptcy Code, Chrysler LLC
and its affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for an interim order:

  (a) prohibiting third-party utility companies currently
      providing utility services, or that will provide services,
      to the Debtors from altering, refusing or discontinuing
      services to the Debtors on account of the filing of the
      Chapter 11 cases or on account of unpaid prepetition
      invoices, pending entry of a final order granting the
      relief sought;

  (b) determining that the Utility Companies have received
      adequate assurance of payment for future utility services
      on the terms provided in the request, pending entry of the
      Final Order;

  (c) establishing certain procedures for determining requests
      for additional assurance for most of the Utility
      Companies;

  (d) permitting the Utility Companies subject to the procedures
      to opt out of the procedures established in the request;
      and

  (e) scheduling a final hearing on the request within 30 days
      of the Petition Date.  The Debtors also seek the entry of
      a Final Order granting the requested relief on a permanent
      basis.

The Debtors currently use electric, natural gas, heat, water,
sewer and other similar services pursuant to hundreds of separate
accounts provided by 62 different Utility Companies.  The Debtors
estimate that their average monthly obligations to the Utility
Companies on account of services rendered postpetition will total
approximately $16.1 million prior to and pending the anticipated
transfer of the Debtors' operating assets pursuant to the sale
transaction with Fiat S.p.A. or similar other sale transaction.

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

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

Corinne Ball, Esq., at Jones Day, in New York, proposed counsel
to the Debtors, asserts that uninterrupted utility service is
necessary for the Debtors to preserve and maintain their assets
pending consummation of the Sale Transaction.  She notes that as
a leading global automobile manufacturer, temporary or permanent
discontinuation of utility services could irreparably disrupt the
Debtors' ability to maintain the facilities in a safe and prudent
manner and, as a result, fundamentally undermine the Debtors'
ability to maximize value for stakeholders and achieve their
restructuring goals.

The Debtors intend to pay their postpetition obligations to the
Utility Companies in a timely manner through cash reserves as of
the Petition Date and from anticipated access to a new debtor in
possession financing facility, Ms. Ball assures Judge Gonzalez.

                  Adequate Assurance Deposit

The Debtors propose to deposit, as adequate assurance under
Section 366(c)(2), $5,991,487 into a newly created, segregated,
interest bearing escrow account by May 20, 2009.  The Adequate
Assurance Deposit equals approximately two weeks of the Debtors'
estimated aggregate postpetition utility expenses, excluding
utility expenses subject to a certain "Daimler Guarantee,"
pursuant to which Daimler North America Corporation
unconditionally and irrevocably guaranteed to DTE Energy Center
LLC, as primary obligor and not merely as surety, the prompt and
complete performance by Debtor Utility Assets LLC of all its
obligations under certain utility service agreements.  DNAC is
formerly known as DaimlerChrysler North America Holding
Corporation.

The Debtors submit that the Adequate Assurance Deposit, in
conjunction with the Debtors' ability to pay for future utility
services in the ordinary course of business constitutes
sufficient adequate assurance of future payment to the Utility
Companies that are not subject to the Daimler Guarantee to
satisfy the requirements of Section 366.  Nonetheless, if any
Utility Company believes additional assurance is required, they
may request that assurance pursuant to the Debtors' proposed
procedures.

                 Adequate Assurance Procedures

To address the right of any Utility Company under Section
366(c)(2) to seek additional adequate assurance satisfactory to
it, the Debtors propose that these procedures be adopted:

  -- Any Utility Company desiring assurance of future payment
     for utility service beyond the Proposed Adequate Assurance
     must serve an additional assurance request no later than
     May 30, 2009;

  -- Any Additional Assurance Request must specify the amount
     and nature of assurance of payment that would be
     satisfactory to the Utility Company and must, among other
     things, explain why the requesting Utility Company believes
     the Proposed Adequate Assurance is not sufficient adequate
     assurance as future payment;

  -- Upon the Debtors' receipt of an Additional Assurance
     Request, the Debtors will have the greater of (i) 20 days
     from the receipt of an Additional Assurance Request, or
     (ii) 40 days from the Petition Date to negotiate with the
     requesting Utility Company to resolve its Additional
     Assurance Request;

  -- The Debtors, in their discretion, may resolve any
     Additional Assurance Request by mutual agreement with the
     requesting Utility Company and without further Court order,
     and may, in connection with any resolution, provide the
     requesting Utility Company with additional assurance of
     future payment in a form satisfactory to the Utility
     Company;

  -- If the Debtors determine that an Additional Assurance
     Request is not reasonable, and the parties are not able to
     resolve that request during the Resolution Period, the
     Debtors will request a hearing before the Court to
     determine the adequacy of assurances of payment made to the
     requesting Utility Company;

  -- Pending the resolution of the Additional Assurance Request
     at a Determination Hearing, the Utility Company making the
     request will be restrained from discontinuing, altering or
     refusing service to the Debtors on account of unpaid
     charges for prepetition services or on account of any
     objections to the Proposed Adequate Assurance; and

  -- Other than through the Debtors' proposed "Opt-Out
     Procedures," any Utility Company that does not comply with
     the Adequate Assurance Procedures is deemed to find the
     Proposed Adequate Assurance satisfactory to it and is
     prohibited from discontinuing, altering or refusing service
     on account of any unpaid prepetition charges, or requiring
     additional assurance of payment.

The Interim Order will be deemed the Final Order with respect to
all Utility Companies that do not timely file and serve an
objection on the proposed adequate assurance procedures.

                       Daimler Guarantee

Ms. Ball relates that DCNAC was not released of its Daimler
Guarantee when Daimler sold its controlling interest in the
Chrysler Companies to affiliates of Cerberus Capital Management
LC.  In conjunction with that transaction, however, Chrysler
agreed to reimburse DCNAC for any payment made by DCNAC pursuant
to the Daimler Guarantee.  To secure Chrysler's reimbursement
obligations, Chrysler deposited funds into certain accounts at
JPMorgan Chase Bank and granted a security interest in the
account to DCNAC.  Although the Daimler Guarantee to DTE remains
outstanding, Chrysler must maintain funds in the accounts equal
to the Daimler Guarantee and other credit support documents.  As
of December 1, 2008, the amount required to be maintained in the
account equaled $302 million, of which $250 million was earmarked
for the Daimler Guarantee.

The Debtors submit that DCNAC's Daimler Guarantee and the Utility
Security Interest constitutes sufficient adequate assurance of
future payment to DTE in accordance with the Utility Service
Agreements for these manufacturing plants, and thus, satisfies
the requirements of Section 366:

  * Indiana Transmission, Plant 1 (Kokomo);
  * Indiana Transmission, Plant 2 (Kokomo);
  * Mack Avenue Engine, Plant 1;
  * Mack A venue Engine, Plant 2;
  * Sterling Heights, Assembly Plant;
  * Sterling Heights, Stamping Plant;
  * Toledo North Assembly Plant; and
  * Warren Truck Assembly Plant.

The Debtors propose that DTE will be deemed to have adequate
assurance for the locations for which there are Utility Service
Agreements on an interim basis until the Final Hearing.  If DTE
disagrees that the Daimler Guarantee and the Utility Security
Interest constitute adequate assurance within the meaning of
Section 366, the Debtors propose that DTE be required to file a
written objection at least eight days prior to the Final Hearing
and that the issue be heard and determined at the Final Hearing.

If, in the course of the bankruptcy cases, DCNAC is released of
the Daimler Guarantee, the Debtors will increase the Adequate
Assurance Deposit by an amount equal to two weeks of the Debtors'
estimated utility obligations to DTE for utility services to the
manufacturing facilities, which amount may be modified as
necessary.

                      Opt-Out Procedures

Under the Adequate Assurance Procedures, the Debtors may seek a
determination of appropriate adequate assurance at a
Determination Hearing held more than 30 days after the Petition
Date without providing interim assurances deemed "satisfactory"
to the Utility Company.

If any Utility Companies wish to opt out of the Adequate
Assurance Procedures, the Debtors submit that the Court should
schedule a hearing and issue a ruling on the amount of adequate
assurance to be provided to the Utility Companies within 30 days
of the Petition Date.

The Debtors propose certain opt out procedures, pursuant to which
a Utility Company that desires to opt-out of the Adequate
Assurance Procedures must file an objection with the Court within
11 days of entry of the Interim Order identifying and explaining
the basis of the Utility Company's proposed adequate assurance
requirement under Section 366(c)(2).

The Debtors, in their discretion, may resolve any Procedures
Objection by mutual agreement with the objecting Utility Company
and without further Court order, and may provide a Utility
Company with assurance of future payment.  If the Debtors
determine that a Procedures Objection is not reasonable and are
not able to reach a prompt alternative resolution with the
objecting Utility Company, the Procedures Objection will be heard
at the Final Hearing.

It is possible that, despite the Debtors' efforts, certain
Utility Companies have not yet been identified by the Debtors or
included on the Utility Service List, Ms. Ball tells Judge
Gonzalez.  Thus, she says, promptly upon the discovery of an
Additional Utility Company, the Debtors will increase the
Adequate Assurance Deposit by an amount equal to approximately
two weeks of the Debtors' estimated aggregate postpetition
utility expense for each Additional Utility Company and will file
with the Court a supplement to the Utility Service List
incorporating the new information.

Upon the consummation of the Sale Transaction that results in the
discontinuation of or decreased level of utility services to the
Debtors, the Debtors seek the Court's authority to reduce the
Adequate Assurance Deposit to an amount equal to approximately
two weeks of the Debtors' estimated aggregate utility expense
based on their anticipated decreased level of utility service.

                       BP Canada Objects

BP Canada Energy Marketing Corp. relates that the Debtors seek to
compel it to continue to provide natural gas to the Debtors'
facilities under its Base Contract for Sale and Purchase of
Natural Gas, dated July 1, 2003, with the Debtors by deeming BP
Canada a utility.

James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
contends that the Debtors' requested relief should not and cannot
be granted because it is inappropriate for the Debtors to seek --
by way of a utility order or otherwise -- an injunction
prohibiting BP Canada from exercising its right to terminate the
Base Contract.  He argues that Section 556 of the Bankruptcy Code
expressly prohibits any injunction that seeks to compel BP Canada
to sell natural gas to the Debtors because the Base Contract is a
forward contract.

Section 556 of the Bankruptcy Code provides, among other things,
that neither the automatic stay nor an "order of a court in any
proceeding under this title," which includes the injunctive
relief sought in the Utility Motion, applies to contracts between
a debtor and a forward contract merchant under a forward
contract, Mr. Carr points out.

BP Canada is not a utility subject to Section 366, which section
is not intended to create rights for debtors against entities
that do not operate as monopolies, Mr. Carr tells Judge Gonzalez.
He explains that BP Canada is merely a marketer of natural gas
and the Debtors can obtain natural gas from other marketers.
Hence, he notes, BP Canada is not a monopoly.

                        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)


CITIGROUP INC: Among 10 Banks Needing More Capital in Stress Test
-----------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


CITIZENS REPUBLIC: Moody's Cuts Preferred Stock Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Citizens
Republic Bancorp, Inc. (issuer rating to Baa3/Prime-3 from
A3/Prime-2) and its subsidiaries, including its lead bank,
Citizens Bank, Michigan (bank financial strength to C- from C+,
deposits to Baa2/Prime-2 from A2/Prime-1).  Following the
downgrade, the outlook on Citizens and its subsidiaries is
negative.  This rating action concludes the review for possible
downgrade that began on March 12, 2009.

The downgrade reflects Moody's view that Citizens' credit profile
has weakened as a result of deterioration in the firm's
profitability.  Citizens' core profitability metrics, which have
historically lagged those of similarly-rated peers, weakened
considerably in the first quarter of 2009 as a result of margin
compression and higher credit-related expenses.  Moody's view that
Citizens' core profitability will continue to be pressured in the
near- to medium-term resulted in a more severe downgrade than
originally anticipated when it put the firm's ratings under
review.

Moreover, Moody's loss expectations for Citizens' commercial real
estate exposure have increased.  As a result, the rating agency
believes that credit costs stemming from this portfolio will
remain elevated in the near- to medium-term.  Additionally, given
the weak economic outlook for Michigan, where Citizens is
concentrated, it is likely that Citizens' other loan portfolios,
such as its C&I and indirect consumer books, will come under
pressure.

Therefore, in Moody's view, the resulting credit costs will exceed
Citizens' core profitability for an extended period, thereby
weakening its capital ratios.  Additionally, the downgrade
reflects Moody's concern that a prolonged period of reporting poor
results could have negative implications for Citizens' franchise.
However, as a result of actions taken by the company in 2008 to
improve its capital position, including a dividend cut, a capital
raise, and the sale of TARP preferred stock to the U.S. Treasury,
Moody's believes that although Citizens' capital position is
likely to significantly deteriorate from current levels, it should
be sufficient to absorb anticipated credit costs.

The negative outlook reflects the potential impact that a more
severe downturn could have on Citizens' ability to absorb higher
credit costs while maintaining a capital position commensurate
with its current ratings.

Moody's last rating action on Citizens was on March 12, 2009 when
Moody's placed the ratings under review for possible downgrade.
The rating action concluded that review and is consistent with
Moody's February 2009 announcement that it is placing greater
relative importance on certain rating factors within it current
bank rating methodologies.  Capital adequacy, in particular, has
taken on greater importance in determining ratings in the current
environment.
Citizens Republic Bancorp, Inc. is headquartered in Flint,
Michigan and reported assets of $13.0 billion at March 31, 2009.

Downgrades:

Issuer: Citizens Bank, Michigan

  -- Bank Financial Strength Rating, Downgraded to C- from C+
  -- Issuer Rating, Downgraded to Baa2 from A2
  -- OSO Rating, Downgraded to P-2 from P-1
  -- Deposit Rating, Downgraded to P-2 from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from A2

Issuer: Citizens Funding Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa1

Issuer: Citizens Republic Bancorp, Inc.

  -- Issuer Rating, Downgraded to a range of Baa3 to P-3 from a
     range of A3 to P-2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa1

Outlook Actions:

Issuer: Citizens Bank, Michigan

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citizens Funding Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citizens Republic Bancorp, Inc.

  -- Outlook, Changed To Negative From Rating Under Review


CLARK'S LTD: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Wichita Eagle Blogs states that Clark's Ltd. has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
District of Kansas.

According to court document, Clark's listed $1,590,894 in assets
and $1,037,437 in liabilities.

Wichita Eagle Blogs quoted Clark's owner Gary Clark as saying,
"For us to survive in a downturn economy we've had to reorganize
our payments to pay our vendors in a fashion that is doable.
That's the purpose of reorganization."

According to Wichita Eagle Blogs, Mr. Clark said that his problems
started a year and a half ago when gas prices went over $2.

Wichita Eagle Blogs relate that Legacy Bank filed in April 2009 a
lawsuit to foreclose on Clark's.

Wichita, Kansas-based Clark's Ltd., dba Clark's Fine Jewelry and
Clark Jewelers, opened in 1946.  The Company filed for Chapter 11
bankruptcy protection on May 6, 2009 (Bankr. D. Kan. Case No. 09-
11344).  Edward J. Nazar, Esq., who has an office in Wichita,
Kansas, assists the Company in its restructuring efforts.  The
Company listed $1,590,894 in assets and $1,037,437 in debts.


COACHMEN INDUSTRIES: Posts $6.1MM Q1 Loss on Continuing Operations
------------------------------------------------------------------
Coachmen Industries filed its quarterly report on Form 10-Q for
the three months ended March 31, 2009.  Coachmen Industries
reported net loss from continuing operations for the quarter ended
March 31, 2009, of $6.1 million compared to net income from
continuing operations of $1.3 million for 2008.  Net income for
the quarter ended March 31, 2009, was $8.3 million compared to net
income of $1.3 million for 2008.

Coachmen Industries generally relies on funds from operations as
its primary source of working capital and liquidity.  Previously,
the Company had maintained a $55.0 million line of credit to meet
its seasonal working capital needs.  At December 31, 2008 this
bank line of credit had been fully paid and was terminated except
for outstanding letters of credit totaling $6.8 million as of
March 31, 2009 that were fully backed by cash collateral.  The
Company has also borrowed against the cash surrender value of the
Company's investment in life insurance contracts.  As of March 31,
2009 and December 31, 2008, $48.9 million and $47.0 million,
respectively, had been borrowed against the cash surrender value
of Company-owned life insurance contracts.  As of March 31, 2009,
the cash surrender value of life insurance is approximately $51.5
million, with $48.9 million borrowed, resulting in a cash
surrender value net of loans of $2.6 million.

At March 31, 2009, working capital decreased to $2.0 million from
$4.7 million at December 31, 2008. The $14.0 million decrease in
current assets at March 31, 2009 versus December 31, 2008 was
primarily due to the decrease in cash and cash equivalents of
$13.3 million.  The $11.3 million decrease in current liabilities
at March 31, 2009 versus December 31, 2008 was primarily due to a
decrease in accounts payable of $2.8 million, decreases in accrued
expenses and other liabilities of $7.7 million, and a net decrease
in short-term borrowings of $800,000.

On February 26, 2009, Coachmen Industries entered into an
agreement with Forest River, Inc. with respect to certain
financial obligations under the Asset Purchase Agreement of
November 20, 2008 between the Company and Forest River. Forest
River agreed to accept a fully collateralized short-term note from
the Company.  As of March 2, 2009, the outstanding balance on the
note was $2.3 million. The note was paid in full on March 23,
2009.

On March 23, 2009, Coachmen Industries and one of the Company's
directors entered into an agreement for a $2.3 million short-term
note from the Company in exchange for cash. The note is
collateralized by several properties, bears interest at a rate of
10% per annum and may be called by the note holder on or after
April 20, 2009.

On April 9, 2009, Coachmen Industries and Lake City Bank entered
into an agreement for a $2 million three-year note from the
Company in exchange for cash loaned to the Company by Lake City
Bank.   The note is fully collateralized by certain properties,
bears interest at the rate of 6.250% per annum, and has a maturity
date of April 9, 2012.

On April 9, 2009, Coachmen Industries gave a promissory note to
Lake City Bank in connection with the bank's provision of a $0.5
million working capital line of credit.  The note is fully
collateralized by certain properties, and borrowings against this
line will bear interest at a variable rate, with a minimum
interest rate of 5% per annum.  This line of credit has a maturity
date of March 31, 2012.

In February 2009 the Company received a favorable verdict against
Crane Composites, Inc. f/k/a Kemlite for breach of contract and
multiple warranty claims arising from the sale of defective
sidewall material to Coachmen Industries, Inc. subsidiaries. All
of the counts alleged in the original complaint were found in
favor of the Company.  On April 17, 2009, the Company entered into
a settlement agreement with Crane Composites, Inc., f/k/a Kemlite,
with respect to this verdict rendered in favor of the Company and
its subsidiaries, on the liability portion of this lawsuit.
Pursuant to the terms of the settlement, Crane Composites will pay
the Company a total of $17.75 million in three installments, with
the first installment of $10 million due on or before May 8, 2009,
the second installment of $3.875 million due on or before June 1,
2009 and the final installment of $3.875 million due on or before
July 1, 2009.  Upon full and complete payment of these amounts,
the litigation currently pending against Crane Composites will be
dismissed by the Company with prejudice.

The settlement with Crane Composites, Inc. resulted in income of
$14.7 million net of contingent attorney fees and taxes.  The
parent Company acquired the claims that were subject to the
settlement for fair value from its RV Group subsidiaries during
the fourth quarter of 2008, prior to trial.  Because the
settlement is related to damages originally incurred by the
recreational vehicle business, accounting rules required the
Company to record this income under discontinued operations, even
though the settlement is owned by the parent Company and not the
RV Group.

As of March 31, 2009, the Company had $104.5 million in total
assets and $43.4 million in total liabilities.

On April 30, 2009, Coachmen Industries held its Annual
Shareholder's Meeting at the Company's headquarters in Elkhart,
Indiana.  During the meeting, John A. Goebel and Donald W. Hudler
were both re-elected by shareholders to serve three-year terms on
the Company's board, which will expire in 2012.  Mr. Hudler was
first elected to the Company's board in 1999, while Mr. Goebel was
first elected in 2006.  Additionally, the proposal to amend the
Company's Articles of Incorporation to authorize the issuance of
up to 10,000,000 shares of preferred stock was defeated by
shareholders.

A full-text copy of the Company's first quarter 2009 report is
available at no charge at http://ResearchArchives.com/t/s?3caa

                          NYSE Delisting

New York Stock Exchange LLC has notified the Securities and
Exchange Commission of its intention to remove the entire class of
Common Stock of Coachmen Industries from listing and registration
on the Exchange at the opening of business on May 11, 2009,
pursuant to the provisions of Rule 12d2-2 (b), because, in the
opinion of the Exchange, the Common Stock is no longer suitable
for continued listing and trading on the Exchange.

The decision to suspend the Company's common stock was reached in
view of the fact that the Company has fallen below NYSE continued
listing standard regarding average global market capitalization
over a consecutive 30 trading day period of not less than $15
million.  This $15 million level is temporarily in effect.  The
Company had previously fallen below the NYSE's continued listing
standard for average global market capitalization over a
consecutive 30 trading day period of less than $75 million and
latest reported shareholders' equity of less than $75 million.

The Company was in the process of submitting business plan
materials, however, in light of the subsequent non-compliance with
the minimum market capitalization standard; this plan process is
no longer available.

                     About Coachmen Industries

Coachmen Industries, Inc., is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm --
Ernst & Young LLP -- said despite the Company's sale of the assets
related to its RV Segment, the Company's recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent upon its ability to obtain financing or other sources of
capital.

Coachmen temporarily closed a plant in Rutherfordton, North
Carolina early in March.  The Company plans to reopen the facility
when the market recovers and demand is sufficient.  "[T]iming
depends on market conditions," the Company said.


COALT PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Coalt Properties & Investments Inc.
        215 Slade Lane
        Longwood, FL 32750

Bankruptcy Case No.: 09-06246

Chapter 11 Petition Date: May 6, 2009

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

Judge: Arthur B. Briskman

Debtor's Counsel: Patricia K. Herman, Esq.
                  1631 Rock Springs Rd #305
                  Apopka, FL 32712-2229
                  Tel: (407) 688-8082

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 J. Coates, president of the
Company.


COHR HOLDINGS: High Liquidity Concerns Cue S&P's to Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Cohr Holdings Inc. (d/b/a Masterplan Inc.) to
'CCC+' from 'B-'.  At the same time, S&P 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."


COMMERCIAL CAPITAL: CCI Taps Otten Johnson as Litigation Counsel
----------------------------------------------------------------
CCI Funding I, LLC, a debtor-affiliate of Commercial Capital,
Inc., asks the U.S. Bankruptcy Court for the District of Colorado
for permission to employ Otten, Johnson, Robinson, Neff &
Ragonetti, P.C., as its general litigation counsel.

Otten Johnson assists CCI Funding to assess and evaluate issues
relating to CCI Funding's relationship to its primary secured
creditor and, under appropriate circumstances, represent CCI
Funding in any litigation relating thereto.

Darrell G. Waas, director and shareholder of Otten Johnson, tells
the Court that the firm received a $20,000 retainer.  A portion of
the retainer was expended on prepetition services and costs.  The
balance of the retainer was kept in a Coltaf account.  The firm
claims an attorneys' lien in the retained funds for services
provided and approved by the Court postpetition.

Mr. Waas adds that his hourly rate is $395 while the rates of
other personnel are:

     David T. Brennan                          $360
     Bill E. Kyriagis                          $190

Mr. Waas assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Waas can be reached at:

     Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
     950 17th Street, Suite 1600
     Denver, CO 80202,

                   About Commercial Capital, Inc.

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed for separate Chapter 11 on April 22,
and April 27,  2009, (Bankr. D. Colo. Case No. 09-17238 and Bankr.
D. Colo. Case No. 09-17437).  Robert Padjen, Esq., at Laufer and
Padjen LLC assists Commercial Capital in its restructuring
efforts.  The Debtors each listed $100 million to $500 million in
assets.  Commercial Capital listed $50 million to $100 million in
debts, wile CCI Funding listed $100 million to $500 million in
liabilities.


COMMERCIAL CAPITAL: CCI Taps Weinman as Bankruptcy Counsel
----------------------------------------------------------
CCI Funding I, LLC, a debtor-affiliate of Commercial Capital,
Inc., asks the U.S. Bankruptcy Court for the District of Colorado
for authority to employ Weinman & Associates, P.C.

Weinman & Associates will represent the Debtors in matters of
administration including preparation of the statements and
schedules, the Plan of Reorganization and Disclosure Statement,
and other related matters.

Jeffrey A. Weinman, Esq., president of Weinman & Associates, tells
the Court that the firm received a $40,000 retainer from the
Debtor.  A portion of the retainer was expended on prepetition
services and costs including the filing fee.  The balance of the
retainer is being kept in a Coltaf account.  The firm claims an
attorneys' lien in the retained funds for services provided and
approved by the Court postpetition.

Mr. Weinman adds that his hourly rate $375, the hourly rates of
other personnel are:

     William A. Richey, Esq.                   $275
     Lisa Barenberg, paralegal                 $130

Mr. Weinman assures the Court that the firm is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Weinman can be reached at:

     Weinman & Associates, P.C.
     730 17th Street, Suite 240,
     Denver, CO 80202

                   About Commercial Capital, Inc.

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.  Commercial
Capital and CCI Funding filed for separate Chapter 11 on April 22,
2009 (Bankr. D. Colo. Case No. 09-17238 and Bankr. D. Colo. Case
No. 09-17437).  Robert Padjen, Esq., at Laufer and Padjen LLC
assists Commercial Capital in its restructuring efforts.  The
Debtors each listed $100 million to $500 million in assets.
Commercial Capital listed $50 million to $100 million in debts,
wile CCI Funding listed $100 million to $500 million in
liabilities.


CONMED CORP: Moody's Comments on Ratings Following Q1 Results
-------------------------------------------------------------
Moody's commented on the ratings of Conmed following the company's
first quarter results.  Moody's acknowledges that recent results
have been below Moody's previous expectations.  However, there is
no immediate impact on the company's ratings, including the Ba3
Corporate Family Rating, or stable ratings outlook because there
was sufficient cushion in the ratings to absorb some business
challenges and Moody's believe many of these challenges will
eventually reverse (namely weak hospital capital spending,
restructuring costs, and foreign currency).  However, Moody's
believe near-term results will continue to be pressured and
Conmed's cushion within the Ba3 rating category has substantially
declined.  Any further negative developments outside of Moody's
current expectations could result in a negative outlook or rating
action.  For Moody's Issuer Comment, please see www.moodys.com.

The last rating action was on November 28, 2007 when the outlook
was changed to stable from negative.

Conmed, headquartered in Utica, New York is a medical products
manufacturer with a focus on surgical devices and equipment for
minimally invasive procedures and monitoring.  The company
conducts business through five operating units, Linvatec (includes
Arthroscopy and Powered surgical instruments), Electrosurgery,
Endosurgery, Endoscopic technologies and Patient Care.  Revenues
for the twelve months ended March 31, 2009 approximated $715
million.


CROWN CORK: Moody's Assigns 'B1' Rating on Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
unsecured notes due 2017 and affirmed the Ba3 corporate family
rating of Crown Cork and Seal Company, Inc.

The rating is in response to the company's issuance on May 5, 2009
of $400 million 7 5/8% senior secured notes.  The notes are issued
by Crown Americas, LLC and Crown Capital Corp. II, each a
subsidiary of the company, and will be unconditionally guaranteed
by the company and substantially all of its U.S. subsidiaries.
The proceeds are to be used for general corporate purposes
consisting of the repayment of indebtedness of the company's
senior secured credit facilities, the repurchase of Crown European
Holdings' first priority notes and/or the funding of one or more
acquisitions.  Pending such application, the company intends to
repay existing indebtedness under its revolver and accounts
receivable securitization facility.  Moody's believes the
immediate transaction is credit neutral given the repayment of
outstanding indebtedness.

Moody's took these rating actions for Crown Americas, LLC:

* Affirmed $410 million US Revolving Credit Facility due 2011,
  Baa3 (LGD 2 -12%) from (LGD 2-15%)

* Affirmed $365 million US Term Loan B due 2012, Baa3 (LGD 2 -12%)
  from (LGD 2-15%)

* Affirmed $500 million senior notes due 2013, B1 (LGD 4-60%) from
   (LGD 4-62%)

* Affirmed $600 million Crown Americas senior notes due 2015, B1
   (LGD 4-60%) from (LGD 4-62%)

* Rated new $400 million senior unsecured notes due 2017, B1 (LGD
  4 -- 60%)

Moody's took these rating actions for Crown, Cork and Seal
Company, Inc:

* Affirmed corporate family rating, Ba3

* Affirmed probability of default rating, Ba3

* Affirmed a stable ratings outlook

* Affirmed speculative grade liquidity rating, SGL-2

* Affirmed $150 million senior unsecured notes due 2096, B2 (LGD 6
  -- 93%) from (LGD 6 - 92%)

* Affirmed $200 million senior unsecured notes due 2023, B2 (LGD 6
  -- 93%) from (LGD 6 - 92%)

* Affirmed $350 million senior unsecured notes due 2026, B2 (LGD 6
  -- 93%) from (LGD 6 - 92%)

Moody's took these rating actions for Crown European Holdings S.A.

* Affirmed $350 million European revolving credit facility due
  2011, Baa3 (LGD 2 -12%) from (LGD 2-15%)

* Affirmed ?278 million ($388 million) Euro Term Loan B due 2012,
  Baa3 (LGD 2 -12%) from (LGD 2-15%)

* ?460 million ($558 million) European Holdings 6.25% First Lien
  Notes due Sep 1, 2011, Baa3 (LGD 2 -12%) from (LGD 2-15%)

Moody's took these rating actions for Crown Metal Packaging Canada
L.P.

* Affirmed $40 million Canadian Revolving Credit Facility due
  2011, Baa3 (LGD 2 -12%) from (LGD 2-15%)

Crown's Ba3 Corporate Family Rating reflects the company's leading
position in an oligopolistic industry, strong contract structures
and relatively stable profitability and end markets.  The rating
also reflects the company's focus on debt reduction and cushion
within the rating category.  The company's broad geographic
exposure, including exposure to faster growing developing markets,
is both a benefit and a source of some potential volatility.

The ratings are constrained by Crown's concentration of sales,
asbestos liability and EBIT margins that are weak for the rating
category.

Moody's last rating action on Crown occurred on July 20, 2006 when
Moody's rated the company's senior secured credit facility and
affirmed the Ba3 corporate family rating.


DAYTON SUPERIOR: U.S. Trustee Forms Seven-Member Creditors Panel
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors of Dayton Superior Corporation.

The members of the Committee are:

    1) OCM Principal Opportunities Fund IV, L.P.
       c/o Oaktree Capital Management
       Attn: David Quick
       333 S. Grand Ave., 28 th Floor
       Los Angeles, CA 90071
       Tel: (213) 830-6374
       Fax: (213) 830-6394

    2) Whippoorwill Distressed Opportunity Fund, L.P.
       c/o Whippoorwill Associates, Inc.
       Attn: Steven Gendal
       11 Martine Avenue, 11th Floor
       White Plains, NY 10606
       Tel: (914) 683-1002
       Fax: (914) 683-1242

    3) The Bank of New York Mellon
       Attn: Donna Parisi
       6525 W. Campus Oval Road, Suite 200
       New Albany, OH 43054
       Tel: (614) 775-5279
       Fax: (614) 775-5636

    4) U.S. Bank National Association
       as Trustee
       Attn: Sandra Spivey
       Nevada Financial Center
       2300 W. Sahara, Suite 200
       Las Vegas, NV 89102
       Tel: (702) 251-1656
       Fax: (702) 251-1657

    5) Ulma Form Works Inc.
       Attn: Eugenio Pedrao
       58 5th Ave.
       Hawthorne, NJ 07506
       Tel: (973) 636-2040
       Fax: (973) 636-2045

    6) Alsina Forms Co. Inc.
       Attn: Sergi Gelonch
       8820 Northwest 77th Court
       Medley, FL 33166
       Tel: (305) 398-9860
       Fax: (305) 398-9859

    7. Keystone Steel & Wire Co.
       Attn: Bert Downing
       5430 LBJ Freeway, Suite 1740
       Dallas, TX 75240,
       Tel: (972) 450-4293
       Fax: (972) 448-1445

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 Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Andrew C. Irgens, Esq.,
John H. Knight, Esq., Paul N. Heath, Esq., and Paul Noble Heath,
Esq., Richards, Layton & Finger, represent the Debtor in its
restructuring effort.  Latham & Watkins LLP also represents the
Debtor.  The Debtor posted $288,709,000 in total assets and
$405,867,000 in total debt as of February 27, 2009.


DAYTON SUPERIOR: Taps Edward Howard for Corporate Communications
----------------------------------------------------------------
Dayton Superior Corporation has hired Edward Howard to help with
corporate communications related to the Company's debt
restructuring efforts and subsequent Chapter 11 bankruptcy filing.

Dayton Superior filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Delaware in Wilmington on
April 19, 2009.  The filing is intended to enable the Company to
restructure and reduce its debt and emerge with a sustainable
financial structure.

Dayton Superior reported record operating income of $45 million in
2008 on net sales of $476 million.  As a result of the collapsed
credit markets, the Company was unable to refinance its maturing
debt, and efforts to negotiate an exchange offer with bond holders
fell short.

Edward Howard has served as public relations counsel to clients in
more than two dozen bankruptcy reorganizations and out-of-court
financial restructurings.

Edward Howard -- http://edwardhoward.com/-- 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 throughout the United States.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://www.daytonsuperior.com/-- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
also represent the Debtor as counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., represent the
Debtor as Delaware counsel.  The Debtor posted $288,709,000 in
total assets and $405,867,000 in total debt as of February 27,
2009.


DECODE GENETICS: Licenses Products to Celera Corp.
--------------------------------------------------
deCODE genetics, Inc., and deCODE genetics, ehf, a wholly owned
subsidiary of deCODE genetics, Inc., entered into two license
agreements with Celera Corporation pursuant to which deCODE has
granted to Celera non-exclusive licenses to manufacture, use, and
sell products based on certain of deCODE's patents and patent
applications related to genetic markers for increased risk of
major cardiovascular and metabolic diseases, including heart
attack, stroke, atrial fibrillation and type 2 diabetes, April 22.

One of the agreements provides that Celera will pay deCODE an
upfront payment; both agreements provide that Celera will pay
deCODE royalties on sales of products incorporating the licensed
patents and patent applications.

The license agreements contain customary provisions regarding
payments and audits, confidentiality, indemnification and
termination under certain circumstances.  Each agreement will
remain in effect until the expiration of the last licensed patent
covered by such agreement to expire unless terminated earlier by a
party as permitted by the agreement.

In its Annual Report on Form 10-K for the year ended December 31,
2008, filed on March 31, 2009, deCODE genetics, Inc. reported that
it had sufficient liquid funds to continue operations only into
the second quarter of 2009.  With the proceeds from the upfront
payment from Celera, anticipated receivables and cost-reduction
measures, deCODE now anticipates that it will be able to continue
operations through the second quarter of 2009 without obtaining
additional financing.

                       About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DELPHI CORP: Court Hearing on New Plan on May May 21
----------------------------------------------------
David Shepardson at Detroit News Washington Bureau reports that
the Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York has moved a hearing on Delphi
Corp.'s restructuring plan to May 21.

According to Detroit News, a May 7 hearing on Delphi's
restructuring plan was postponed, after it again failed to reach
agreement with the U.S. Treasury and former parent General Motors
Corp. on a plan that would let it emerge from bankruptcy after 43
months under court protection.

Delphi lawyer Jack Butler said that the Company is working with
its lenders, GM, and the Treasury Department "to agree on a
sensible and practical reconfiguration of the milestones relating
to modifications" of its plan to emerge from bankruptcy, Detroit
News states.

Detroit News says that GM and the Obama administration blamed
Delphi's creditors for stalling a deal that would let the Company
emerge from bankruptcy.  According to the report, the Treasury has
objected on a deal to let GM to purchase Delphi's steering
business for $150 million.

Delphi must complete a term sheet by May 21, Detroit News relates.
The report says that Delphi's loans would terminate on June 2,
effectively forcing the Company into liquidation without another
extension.

Detroit News reports that GM said that it has set aside about
$12.5 billion to pay for Delphi-related expenses, including
assuming some of its pension obligations.

                        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)


DESIGNLINE CONSTRUCTION: Case Summ. & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Designline Construction Services, Inc.
        442 Route 35 South
        Building A, Third Floor
        Eatontown, NJ 07724
        Tel: (732) 935-1440

Bankruptcy Case No.: 09-21745

Chapter 11 Petition Date: May 7, 2009

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Bruce D. Buechler, Esq.
                  Kenneth Rosen, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2308
                  Email: bbuechler@lowenstein.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
   ------                      ---------------   ------------
Prestige Construction             Trade Debt         $394,362
Services
77 Milltown Road
East Brunswick, NJ 08816

Robert T. Winzinger, Inc.         Trade Debt         $364,897
1704 Marne Highway
Hainesport, NJ 08036

GMA Mechanical Corp.              Trade Debt         $312,897
360 Route 12
Port Jefferson Station,
NY 11776

Ruitenberg Displays Inc.          Trade Debt         $248,560

Air Temp Company                  Trade Debt         $252,351

Double E, LLC                     Trade Debt         $248,560

Impressive Concrete &             Trade Debt         $241,194
   Masonry Corp.

Garden State Steel                Trade Debt         $224,727
   Fabricators

Janus International Corp.         Trade Debt         $195,000

JV Excavators & Contractors,      Trade Debt         $184,275
Inc.

Compton & Sons Steel              Trade Debt         $167,835
   Construction

Telko Enterprises, Inc.           Trade Debt         $137,568

Fromm Electric Supply Co.         Trade Debt         $137,005

MD Retail Construction, Inc.      Trade Debt         $134,652

Tri-State Paving, LLC             Trade Debt         $127,000

B&B Inc. of New Jersey            Trade Debt         $124,465

ThyssenKrupp Elevator Corp.       Trade Debt         $122,470

Lakeville/Pac Mechanical, Inc.    Trade Debt         $119,305

Arco Construction Company         Trade Debt         $114,950

Apex Fire Protection Inc.         Trade Debt         $109,133

The petition was signed by J. David Slabon, CEO of the company.


DOLLAR THRIFTY: Posts $8.9 Million Net Loss for Q1 2009
-------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., on May 6, reported results
for the first quarter ended March 31, 2009.

According to the report, the net loss for the 2009 first quarter
was $8.9 million, or $0.42 loss per diluted share, compared to a
net loss of $297.9 million, or $14.07 loss per diluted share, for
the comparable 2008 quarter.

The report also said that the net loss for the first quarter of
2009 included income of $0.14 per diluted share related to an
increase in fair value of derivatives, as compared to a loss of
$0.78 per diluted share in last year's first quarter related to a
decrease in fair value of derivatives.

In addition, the first quarter loss for 2008 included non-cash
charges of $12.52 per diluted share related to the impairment of
goodwill and long-lived assets.

The non-GAAP net loss for the 2009 first quarter was $11.8
million, or $0.55 loss per diluted share, compared to a net loss
of $16.2 million, or $0.77 loss per diluted share for the 2008
first quarter. Non-GAAP net loss excludes the (increase) decrease
in fair value of derivatives and the non-cash charges related to
the impairment of goodwill and long-lived assets, net of related
tax impact. A reconciliation of non-GAAP to GAAP results is
included in Table 3.

"Although the Company incurred a loss during this seasonally weak
quarter, we are pleased to be ahead of plan. We are also pleased
that the Company's overall performance came in ahead of last year,
particularly in light of the much weaker economic environment
during the first quarter of 2009," said Scott L. Thompson,
President and Chief Executive Officer.

For the quarter ended March 31, 2009, the Company's total revenue
was $362.4 million, as compared to $396.5 million for the
comparable 2008 period. Rental revenue for the quarter was $345.3
million, a decrease of 8.6 percent, as compared to the same period
in 2008. The decline in rental revenue was driven by a 12.2
percent decrease in rental days, partially offset by a 4.1 percent
improvement in revenue per day. The first quarter average fleet
was down approximately 10 percent compared to last year's first
quarter.

First quarter rental revenue comparisons were negatively impacted
because the Easter holiday fell in the second quarter of 2009
versus the first quarter of 2008, and because February 2009 had
one less transaction day than February 2008 due to leap year.
Compared to the fourth quarter of 2008, first quarter 2009 rental
revenue increased 2.5 percent, with revenue per day increasing
10.5 percent, partially offset by a 7.2 percent decline in rental
days.

Per vehicle depreciation costs in the first quarter of 2009
decreased approximately 3.5 percent compared to the fourth quarter
of 2008, although the cost per unit was approximately 7 percent
higher compared to the first quarter of 2008, primarily due to the
lower residual values resulting from challenging conditions in the
used vehicle market. Vehicle utilization, a measure of fleet
efficiency, was 82.1 percent, down 1.0 percentage point from last
year's first quarter. Direct vehicle and operating costs were
lower in the first quarter of 2009 driven by lower transactions
coupled with lower costs per transaction.

                  Liquidity and Capital Resources

As of March 31, 2009, the Company had $193 million of cash and
cash equivalents. Under the terms of the recent amendment to the
Senior Secured Credit Facilities, the Company is required to
maintain a minimum cash balance of $100 million at all times, with
$60 million of the minimum cash balance pledged as security for
the repayment of those facilities. As of March 31, 2009 the
Company also had $574 million of restricted cash and investments
primarily available for the purchase of vehicles or repayment of
vehicle financing obligations.

During the quarter, the Company repaid in full both the Conduit
and Liquidity vehicle financing facilities, reducing its vehicle-
related debt and restricted cash by $490 million. Additionally, in
conjunction with the amendment of the Senior Secured Credit
Facilities, the Company prepaid $20 million of its Term Loan
during the first quarter of 2009. The Company's next scheduled
debt maturity under its medium term note program will occur in the
first quarter of 2010 when $400 million of outstanding notes begin
amortizing over a six-month period.

The Company's exposure to Chrysler LLC, its primary supplier, has
been further reduced since March 31, 2009. At April 30, 2009, the
Company had approximately $11 million of trade receivables due
from Chrysler, and estimated exposure of $28 million related to
residual value guarantees provided by Chrysler, primarily related
to program vehicles scheduled to be returned in the second half of
2009, as well as a limited number of vehicles that have been
returned to auction but not yet sold.

The Company is in full compliance with all of the financial
covenants under its various financing arrangements with lenders.
Adjusted tangible net worth for purposes of these covenants was
$207.9 million at March 31, 2009. At that date, reported tangible
net worth was $178.9 million or $8.24 per outstanding share.

               About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  All ratings were
removed from CreditWatch, where they were initially placed with
negative implications on Feb. 12, 2008, and subsequently lowered
three times and maintained on CreditWatch.  The outlook is now
negative.


DOMTAR CORP: DBRS Assigns Recovery Ratings, Upgrades Secured Debt
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the Issuer Rating and
unsecured debt ratings for Domtar Corporation and its subsidiary
companies.  The trends remain Stable.  Concurrently, DBRS has
upgraded Domtar's secured debt rating to BBB from BBB (low).
Pursuant to DBRS's Leveraged Finance Rating Methodology, a
recovery rating of RR1 (90% to 100% recovery) has been assigned to
the Company's Senior Secured Credit Facility and a recovery rating
of RR5 (10% to 30% recovery) has been assigned to its Senior
Unsecured Notes and Unsecured Notes and Debentures, which
correspond to the ratings of BBB and BB (low), respectively.

The recovery ratings are based on determining the value of the
Company as a going concern versus a liquidation value in which its
assets are sold to the highest bidder.  DBRS's secured rating was
originally based on a liquidation approach in early 2007, when
Domtar Inc. combined with Weyerhaeuser Company's Fine Paper
business.  Domtar's success in merging the two low-cost operations
and achieving acquisition synergies has improved margins in the
subsequent two years.  In addition, the recent closure of one
million tons of high-cost capacity has not only helped to
stabilize paper prices but has also further reduced overall unit
costs of production. The net effect has been to increase the
Company's future capability to generate higher returns. As a
result, Domtar's value as a going concern is now higher than
DBRS's initial liquidation assessment in early 2007.

The retention of a Stable trend reflects expectations that pulp
and paper markets will trough in H1 2009, with a modest recovery
commencing in H2 2009.  Although the Company's financial profile
and coverage ratios are forecast to weaken in 2009, they are
expected to remain acceptable for the rating.  The Company's
favourable cost structure provides important protection against
earnings and cash flow downside in 2009.  A low Canadian dollar
and reduced energy, chemical and transportation costs will further
reduce operating expenses this year, providing additional support
to profit margins in the near term.  Although financial
performance is expected to be weaker than reported in 2008, cash
flow from operations and free cash flow is forecast to remain
positive.  Capex is expected to remain less than depreciation in
2009, a strategy that will benefit cash flow. Liquidity is not
expected to be an issue over the near to medium term, given cash
and unused A/R securitization and credit facilities of
$757 million, as well as a lack of large debt maturities until
2011.  In addition, the U.S. alternative fuels tax credit program
could provide the Company with additional cash of up to
$390 million in 2009.  The Company is committed to stemming cash
outflows by curtailing production when operating costs fall below
breakeven levels, a strategy that will conserve cash until market
conditions rebound.  Furthermore, Domtar, as a low-cost producer,
should generate favorable profitability once the paper market
turns around.

As prescribed under its methodology for leveraged finance, DBRS
has simulated a default scenario for Domtar to analyze the
potential recovery for the Company's debt in the event of default.
In order to analyze potential recovery for various debt classes in
the event of default, DBRS must first simulate a default scenario,
regardless of how hypothetical it might appear, and the relatively
unlikely default probability that this rating implies.  The
default scenario stresses the operating results to the point at
which default would be considered likely to occur, in order to
enable DBRS to project potential levels of recovery that would be
available to various debt classes in such event.  In the case of
commodity-based companies, that scenario includes severe economic
conditions, usually a deep, protracted recession or depression in
which product demand and prices plummet.  EBITDA quickly declines
and usually turns negative, and companies with large debt
maturities or insufficient short-term liquidity can quickly reach
the point of default.

In the case of Domtar, earnings and cash flows would rapidly
deteriorate from 2008 levels, and the Company would exhaust its
credit facilities in 2011.  For the purposes of this analysis,
DBRS assumes that the ongoing deterioration of corporate finances,
and general pessimism about future economic conditions would
require the Company to restructure.  The Company's capability of
generating large returns at cycle peaks, and the potential for
substantial earnings gains in the next paper cycle, suggests
creditors would gain the greatest recovery by reorganizing the
Company's pulp and paper assets as a going concern.  The most
likely prospect is that a private equity investor would purchase
Domtar's pulp and paper assets with a view to taking the Company
public during the next North American economic recovery.

DBRS considers that a 10-year EBITDA trend, omitting outlier
years, represents a realistic assessment of the Company's
prospects through the next business cycle.  A conservative EBITDA
multiple of 5.0 times has been used to value Domtar's operations
at the time of restructuring.  The relatively low multiple
reflects expectations of pessimistic outlooks by forest products
industry participants and the financial community at the time of
reorganization.  At the distressed valuation level, DBRS believes
the secured debt holders would recover 100% of the principal and
has therefore assigned a recovery rating of RR1.  Conversely, the
unsecured debt holders would only recover about 25% of the
principal and DBRS has assigned a recovery rating of RR5.


DR HORTON: Moody's Assigns 'Ba3' Rating on $450 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $450
million of convertible senior notes of D.R. Horton, Inc.  At the
same time, Moody's affirmed Horton's existing ratings, including
its corporate family rating at Ba3, probability of default rating
at Ba3, senior notes rating at Ba3, and subordinated debt rating
at B2.  The speculative grade liquidity rating was revised to SGL-
2 from SGL-3.  The outlook was changed to stable from negative.

The change to a stable outlook reflects the company's large cash
position, positive cash flow generation, and absence of any
covenant compliance pressures, which should enable it to navigate
the next couple of potentially difficult years for the industry.
Negative pressure would resume in the event that Horton
releverages the balance sheet for acquisitions, large land
purchases, or substantial share buy-backs.

The Ba3 rating balances the company's large cash position, leading
scale, and cash generation track record against Moody's
expectation that Horton's future cash flow generation will decline
from its currently robust levels, and its long land position will
prolong the likelihood of its taking additional impairment
charges.  Although the modest $40 million of impairments taken in
the quarter that ended March 31, 2009 was encouraging, quarterly
operating losses before impairments will continue in fiscal 2009;
and the $1 billion of scheduled debt coming due over the next four
years may gradually erode the company's currently strong liquidity
position.

At the same time, the ratings acknowledge that Horton has the
strongest cash flow generation in the industry and has been cash
flow positive on a trailing 12 month basis for 10 consecutive
quarters; that Moody's projects the company will have in excess of
$2 billion in cash at the end of fiscal 2009, even after paying
down $550 million of debt obligations that matured in its just
ended fiscal second quarter; and that unlike most of the other
companies in the industry, the company has minimal secured debt on
balance sheet and virtually no off-balance sheet obligations.

Going forward, the ratings could improve if the company were to
continue generating strongly positive homebuilding cash flow and
use the cash to build additional liquidity and pay down debt;
reduce costs sufficiently to restore homebuilding profitability
before charges; and make it through the coming year without
substantial additional impairment charges, which could enable the
company to stabilize its debt leverage.

The outlook and/or ratings could be lowered if the company begins
experiencing sharp reductions in its trailing twelve-month cash
flow generation; continues to increase its gross homebuilding debt
leverage; is expected to continue generating quarterly losses
before impairments throughout fiscal 2010; or continues taking
substantial asset impairment charges.

The speculative grade liquidity rating assignment looks ahead 12-
18 months as contrasted with the longer term horizon used to
derive the corporate family rating, and is much more volatile as a
result.  The SGL-2 rating reflects Moody's expectation that
Horton's internal liquidity (defined as unrestricted cash plus
cash flow) and lack of any further bank covenant requirements
offset its lack of external liquidity (defined as committed
revolver availability) and somewhat limited opportunities to
monetize excess assets quickly.

Ordinarily, the absence of a revolver would be viewed as a credit
negative, with possible impact on the corporate family rating.  In
this case, Moody's notes that i) Horton would have been unlikely
to use or need its revolver prior to its maturity in 2011, and ii)
the company was severely circumscribed in its potential capital
markets activities by the revolver's very narrow borrowing base
availability.  To the extent that housing snaps back and working
capital financing again becomes important, Moody's believes that
Horton will make the short list of homebuilders which the
shrinking list of bank lenders to the industry will wish to
finance.

These rating actions were taken:

  -- Ba3 (LGD4, 53%) assigned to the new $450 million of
     convertible senior notes due May 15, 2014;

  -- Corporate family rating affirmed at Ba3;

  -- Probability of default rating affirmed at Ba3;

  -- Senior unsecured notes rating affirmed at Ba3 (LGD4, 53%);

  -- Senior subordinated notes rating affirmed B2 (LGD6, 97%);

  -- Speculative grade liquidity assessment raised to SGL-2 from
     SGL-3.

Moody's last rating action for D.R. Horton occurred on November
26, 2008, at which time Moody's lowered the company's corporate
family rating to Ba3 from Ba2.


Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is the
country's largest homebuilders, with homebuilding revenues and net
income for the trailing twelve-month period ended March 31, 2009
of $4.9 billion and ($1.4) billion, respectively.


FAIRPOINT COMMUNICATIONS: Fitch Downgrades Issuer Rating to 'B-'
----------------------------------------------------------------
Fitch Ratings has downgraded these ratings assigned to FairPoint
Communications, Inc.:

  -- Issuer Default Rating to 'B-' from 'B+';

  -- $551 million 13.125% senior unsecured notes due 2018 to 'B-
     /RR4' from 'B+/RR4';

  -- $170 million senior secured revolving credit facility to 'BB-
     /RR1' from 'BB+/RR1';

  -- $500 million senior secured term loan due 2014 to 'BB-/RR1'
     from 'BB+/RR1';

  -- $1.13 billion senior secured term loan due 2015 to 'BB-/RR1'
     from 'BB+/RR1';

  -- $200 million senior secured delayed draw term loan due 2015
     to 'BB-/RR1' from 'BB+/RR1'.

In addition, Fitch has placed the company on Rating Watch
Negative.

Fitch's downgrade and Negative Watch reflect the company's
disclosure with the release of its first quarter 2009 earnings
that the weak economy, difficulties related to its systems
cutover, and incremental costs to operate the business following
cutover may jeopardize its ability to execute on its business
plan, and that it may be at risk of violating its interest
coverage covenant in its bank facility (2.5 times [x]) as early as
June 30, 2009.  In addition, FairPoint is considering the
engagement of a financial advisor to evaluate its current capital
structure and explore options with regard to a potential
restructuring.  Fitch is concerned that a potential restructuring
could lead to a bankruptcy filing or coercive debt exchange.

The first quarter of 2009 demonstrated a slowing of the rate of
erosion in the company's business, however, Fitch continues to
believe the accumulation of the pressures on the business will
make it difficult for FairPoint to stabilize its credit metrics
until the latter half of 2009 at the earliest.  A mitigating
factor regarding the pressure on the company's cash flow is the
suspension of the company's dividend, which will preserve
approximately $93 million annually of financial flexibility.

The Negative Watch could be resolved if the company successfully
amends its interest coverage covenants and if the likelihood of a
restructuring appears low.  Under such a scenario, a Negative
Outlook may be reassigned until the company demonstrates progress
in stabilizing operating trends, as well as steps it may be able
to take to improve its financial flexibility through a combination
of cost controls and capital spending reductions.

On March 31, 2009, FairPoint's cash balance amounted to
approximately $92.5 million and its restricted cash balance was
$55.2 million.  The cash balance includes proceeds drawn on
FairPoint's $170 million credit facility to preserve capital
availability; $4.7 million remains available.  FairPoint has no
major maturities in 2009, although Fitch estimates approximately
$33 million will be due under the amortization of its credit
facility during the remainder of the year.  The revolving credit
facility and term loan A mature in March 2014.


FAIRPOINT COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded FairPoint Communications,
Inc.'s corporate family rating to B3 from B1 and the probability
of default rating to Caa3 from B1, and maintained the review for a
possible further downgrade, reflecting the heightened risk of debt
impairment within its capital structure.

The CFR is based on Moody's expectation of a high default
probability and an estimated above-average recovery across all
debt instruments.  As the company experienced problems in the
order flow and billing systems in the transition of the acquired
Verizon Communications' Maine, New Hampshire and Vermont (VZ-NE)
wireline operations onto its systems, actual cash generation has
trailed expectations in 2009, compounded by greater than expected
expenses in 2008, which led to greater utilization of the
company's revolver.  Therefore, the company's lower run-rate
EBITDA and added debt has put it on the verge of a breach of its
interest coverage covenant in the bank credit agreement in 2Q
2009.

These summarizes the rating actions taken by Moody's:

Downgrades:

Issuer: FairPoint Communications, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B1, Remains on
     Review for Possible Downgrade

  -- Probability of Default Rating, Downgraded to Caa3 from B1,
     Remains on Review for Possible Downgrade

  -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD2 -
     13) from B1 (LGD3 - 44%), Remains on Review for Possible
     Downgrade

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
      (LGD4 - 53%) from B3 (LGD6 - 91%), Remains on Review for
     Possible Downgrade

FairPoint indicated that it will seek to amend the covenant levels
or lighten its debt load over the year, which may include hiring a
financial advisor to help in its goal.  Even as the company
engages its lenders to give it more covenant headroom as it
catches up to its business plan, the delays in implementing its
full business strategy will further stress the company's forward
EBITDA and free cash flow generation, leading to a deterioration
of enterprise value in the near term.  Therefore, the rating
agency believes that the probability of debt reduction,
potentially under distressed terms has increased, which could be
deemed as a default by Moody's.

Overall, FairPoint's leverage profile is currently favorably
positioned relative to the company's B3 corporate family rating.
However, ongoing issues with rectifying the systems transition
concerns will further delay the company's revenue enhancement
initiatives, which may increase the company's adjusted Debt/EBITDA
leverage in the near term.  Although the company has the capacity
to generate over $200 million in free cash flow after 2009, near
term free cash flow generation will be strained by the systems
remediation efforts.  Moody's also believes FairPoint will apply
for stimulus grants to aid its broadband buildout efforts into the
unserved territories in the VZ-NE markets.  Moody's ongoing review
will focus on FairPoint's a) ability to manage its short term
liquidity, b) successfully right-sizing its balance sheet to give
it operating flexibility, and c) Moody's comfort with the
company's systems transition.

Moody's most recent rating action for FairPoint was on March 17,
2009.  At that time Moody's placed FairPoint's ratings on review
for a possible downgrade, due to liquidity and operating issues
arising from the complications in cutting over to its operting
systems from Verizon's.

Fairpoint, headquartered in Charlotte, North Carolina, is the
eight largest wireline telecommunications company in the US,
serving about 1.4 million access lines in primarily rural areas
and small- and medium-sized cities.


FANNIE MAE: Will Need $19BB From Gov't After Posting $23.2BB Loss
-----------------------------------------------------------------
James R. Hagerty at The Wall Street Journal reports that Fannie
Mae said that it will need an infusion of $19 billion from the
U.S. Treasury after recording a loss of $23.2 billion for the
first quarter 2009.

Due to current trends in the housing and financial markets, Fannie
Mae expects to have a net worth deficit in future periods, and
therefore will be required to obtain additional funding from
Treasury pursuant to the senior preferred stock purchase
agreement.

Under the Federal Housing Finance Regulatory Reform Act, Federal
Housing Finance Agency must place Fannie Mae into receivership if
the Director of FHFA makes a written determination that the
Company's assets are, and during the preceding 60 days have been,
less than the Company's obligations.  FHFA has notified Fannie Mae
that the measurement period for such a determination begins no
earlier than the date of the SEC filing deadline for the Company's
quarterly and annual financial statements and continues for a
period of 60 days after that date.  FHFA also has advised Fannie
Mae that, if the Company receives funds from Treasury during that
60-day period to eliminate the Company's net worth deficit as of
the prior period end in accordance with the senior preferred stock
purchase agreement, the Director of FHFA will not make a mandatory
receivership determination.  On March 31, 2009, Fannie Mae
received the Company's first investment from Treasury under the
senior preferred stock purchase agreement of $15.2 billion, which
eliminated the Company's net worth deficit as of December 31,
2008.

The Director of FHFA submitted a request to Treasury on May 6,
2009, for $19.0 billion on the Company's behalf under the terms of
the senior preferred stock purchase agreement to eliminate the
Company's net worth deficit as of March 31, 2009, and requested
receipt of those funds on or prior to June 30, 2009.

When Treasury provides the additional funds that FHFA requested on
Fannie Mae's behalf, the aggregate liquidation preference of the
Company's senior preferred stock will total $35.2 billion and the
annualized dividend on the senior preferred stock will be
$3.5 billion, based on the 10% dividend rate.  This dividend
amount exceeds 50% of the Company's reported annual net income in
six of the past seven years, in most cases by a significant
margin.  If Fannie Mae doesn't make cash payments on time, the
dividend rate increases to 12% annually, and the unpaid dividend
is added to the liquidation preference, further increasing the
amount of the annual dividends.

WSJ relates that the U.S. Treasury agreed to provide as much as
$200 billion of capital to Fannie Mae and Freddie Mac by
purchasing preferred stock paying 10% dividends.  WSJ notes that
the latest call for capital will bring the total provided to
Fannie Mae to $34 billion.

Fannnie Mae recorded a net loss of $23.2 billion and a diluted
loss per share of $4.09 for the first quarter of 2009.  In
comparison, the Company recorded a net loss of $25.2 billion and a
diluted loss per share of $4.47 for the fourth quarter of 2008,
and a net loss of $2.2 billion and a diluted loss per share of
$2.57 for the first quarter of 2008.  Fannie Mae's results for the
first quarter of 2009 were driven primarily by credit-related
expenses of $20.9 billion, other-than-temporary impairment related
to available-for-sale securities of $5.7 billion and fair value
losses of $1.5 billion.

The $2.1 billion decrease in Fannie Mae's net loss for the first
quarter of 2009 from the fourth quarter of 2008 was driven
principally by a $10.9 billion reduction in net fair value losses,
which was partially offset by an $8.9 billion increase in credit-
related expenses.  The $21.0 billion increase in the Company's net
loss for the first quarter of 2009 compared to the loss the
Company incurred in the first quarter of 2008 was driven
principally by the significant increase in credit-related
expenses.

Fannie Mae's credit-related expenses included a provision for
credit losses of $20.3 billion, compared with a provision for
credit losses of $11.0 billion in the fourth quarter of 2008.
Fannie Mae's combined loss reserves, which reflect the Company's
best estimate of credit losses incurred in the Company's guaranty
book of business as of each balance sheet date, increased to
$41.7 billion as of March 31, 2009, or 28.78% of the Company's
nonperforming loans, from $24.8 billion as of December 31, 2008,
or 20.76% of Fannie Mae's nonperforming loans.  The substantial
increase in Fannie Mae's loss reserves primarily reflected further
deterioration in the credit quality of both the Company's single-
family and multifamily guaranty book of business, evidenced by a
significant increase in the Company's nonperforming loans (loans
for which the Company believes collectability of interest or
principal is not reasonably assured) and seriously delinquent
loans (single-family loans three months or more past due or in the
foreclosure process or multifamily loans 60 days or more past
due), as market conditions such as the severe economic downturn
and rising unemployment continued to adversely affect the
performance of the Company's guaranty book of business.  In
addition, Fannie Mae's average loss severities increased as a
result of the continued decline in home prices during the first
quarter of 2009.  Because of the existing stress in the housing
and credit markets, and the speed and extent to which these
markets have deteriorated, the Company's process for determining
the adequacy of Fannie Mae's loss reserves has become more complex
and involves a greater degree of management judgment.  The current
state of the housing and mortgage markets is unprecedented in many
respects, greatly reducing the usefulness of relying on Fannie
Mae's historical loan performance data in estimating the Company's
loss reserves.  To address the limitations in these historical
data, Fannie Mae made refinements to its loss estimation process
during the first quarter of 2009.

The other-than-temporary impairment on available-for-sale
securities of $5.7 billion that Fannie Mae recognized in the first
quarter of 2009 related to additional impairment losses on some of
the Company's Alt-A and subprime private-label securities that it
had previously impaired, as well as impairment losses on other
Alt-A and subprime securities, attributable to a continued
deterioration in the credit quality of the loans underlying these
securities and further declines in the expected cash flows.

Fannie Mae's mortgage credit book of business remained relatively
unchanged at $3.1 trillion as of March 31, 2009, roughly the same
level as at December 31, 2008, as high levels of refinancing
activity led to high volumes of acquisitions and liquidations.
The Company's estimated market share of new single-family
mortgage-related securities issuances was 44.2% for the first
quarter of 2009, compared with 41.7% for the fourth quarter of
2008.

Net Worth and Fair Value Deficit Amounts

Under the senior preferred stock purchase agreement that was
entered into between the Company and Treasury in September 2008
and amended in May 2009, Treasury committed to provide the Company
funds of up to
$200 billion, on a quarterly basis, in the amount, if any, by
which the Company's total liabilities exceed the Company's total
assets at the end of the applicable fiscal quarter.  This net
worth deficit equals the total deficit that the Company report in
the Company's condensed consolidated balance sheets, and is
calculated by subtracting the Company's total liabilities from the
Company's total assets, each as shown on the Company's condensed
consolidated balance sheets prepared in accordance with generally
accepted accounting principles for that fiscal quarter.

Fannie Mae's net worth as of March 31, 2009, was negative and is
presented in the Company's condensed consolidated GAAP balance
sheets as a total deficit of $18.9 billion as of March 31, 2009,
which is an increase of $3.8 billion over the Company's total
deficit of $15.2 billion as of December 31, 2008.  The increase in
the Company's net worth deficit was primarily attributable to the
net loss the Company recorded during the first quarter of 2009,
partially offset by the $15.2 billion the Company received from
Treasury.

Fannie Mae's fair value deficit as of March 31, 2009, which is
reflected in the Company's supplemental non-GAAP fair value
balance sheet, was $110.3 billion, an increase of $5.2 billion
over the Company's fair value deficit of $105.2 billion as of
December 31, 2008.

Due to current trends in the housing and financial markets, the
Company expects to have a net worth deficit in future periods, and
therefore will be required to obtain additional funding from
Treasury pursuant to the senior preferred stock purchase
agreement.

Amendment to Senior Preferred Stock Purchase Agreement

Treasury and FHFA, acting on the Company's behalf in its capacity
as the Company's conservator, entered into an amendment to the
senior preferred stock purchase agreement between the Company and
Treasury on May 6, 2009.  Unless the context indicates otherwise,
references in this report to the senior preferred stock purchase
agreement refer to the agreement as amended on May 6, 2009.  The
May 6, 2009 amendment revised the terms of the senior preferred
stock purchase agreement in these ways:

     -- Treasury's maximum funding commitment to the Company under
        the agreement was increased from $100 billion to
        $200 billion.

     -- The covenant limiting the amount of mortgage assets the
        Company can own on December 31, 2009, was increased from
        $850 billion to $900 billion.  The Company continue to be
        required to reduce the Company's mortgage assets,
        beginning on December 31, 2010, and each year thereafter,
        to 90% of the amount of the Company's mortgage assets as
        of December 31 of the immediately preceding calendar year,
        until the amount of the Company's mortgage assets reaches
        $250 billion.

     -- The covenant limiting the amount of the Company's
        indebtedness was changed.  Prior to the amendment, the
        Company's debt cap was equal to 110% of the Company's
        indebtedness as of June 30, 2008.  As amended, the
        Company's debt cap through December 30, 2010, equals
        $1,080 billion.  Beginning December 31, 2010, and on
        December 31 of each year thereafter, the Company's debt
        cap that will apply through December 31 of the following
        year will equal 120% of the amount of mortgage assets the
        Company are allowed to own on December 31 of the
        immediately preceding calendar year.

Fannie Mae estimates that its indebtedness as of March 31, 2009,
totaled $869.3 billion, which was approximately $22.7 billion
below the Company's estimated debt limit of $892.0 billion in
effect at that time and approximately $210.7 billion below the
Company's revised debt limit.

Fannie Mae's calculation of the Company's indebtedness for
purposes of complying with the Company's debt cap, which has not
been confirmed by Treasury, reflects the unpaid principal balance
of the Company's debt outstanding or, in the case of long-term
zero coupon bonds, the unpaid principal balance at maturity.  The
Company's calculation excludes debt basis adjustments and debt
recorded from consolidations.

  
     -- The definition of indebtedness in the May 6, 2009,
        amendment was revised to clarify that it does not give
        effect to any change that may be made in respect of SFAS
        No. 140, Accounting for Transfer and Servicing of
        Financial Assets and Extinguishments of Liabilities (a
        replacement of FASB Statement No. 125) ("SFAS 140") or any
        similar accounting standard.  The agreement continues to
        provide that, for purposes of evaluating the Company's
        compliance with the limitation on the amount of mortgage
        assets the Company may own, the effect of changes in
        generally accepted accounting principles that occur
        subsequent to the date of the agreement and that require
        the Company to recognize additional mortgage assets on the
        Company's balance sheet (for example, proposed amendments
        to SFAS 140), will not be considered.

     -- The limitation on entering into or changing compensation
        arrangements with the Company's named executive officers
        (as defined by SEC rules) was broadened to apply to all
        of the Company's executive officers (as defined by SEC
        rules).  The agreement provides that the Company may not
        enter into any new compensation arrangements or increase
        amounts or benefits payable under existing compensation
        arrangements for these officers without the consent of the
        Director of FHFA, in consultation with the Secretary of
        the Treasury.  As amended this requirement now applies to
        twelve of the Company's current officers, instead of the
        five to whom it applied prior to the amendment.

Liquidity

Fannie Mae funds the Company's purchases of mortgage loans
primarily from the proceeds from sales of the Company's debt
securities.  In September 2008, Treasury made available to Fannie
Mae two additional sources of funds: the Treasury credit facility
and the senior preferred stock purchase agreement.

The dynamics of the Company's funding program have improved
significantly since late November 2008, including demand for the
Company's long-term and callable debt.  As a result of the
Company's improved access to the long-term debt markets, the
Company have decreased the portion of the Company's total
outstanding debt represented by short-term debt to 32% as of
March 31, 2009, from 38% as of December 31, 2008, and the
aggregate weighted-average maturity of the Company's debt
increased to 45 months as of March 31, 2009, from 42 months as of
December 31, 2008.

Fannie Mae believes that the improvement in the Company's debt
funding is due to actions taken by the federal government to
support the Company and the Company's debt securities, including
the senior preferred stock purchase agreement entered into in
September 2008, Treasury's program announced in September 2008 to
purchase MBS of the GSEs, the Treasury credit facility made
available to the Company in September 2008 and the Federal
Reserve's program announced in November 2008 to purchase up to
$100 billion in debt securities of Fannie Mae, Freddie Mac and the
FHLBs and up to $500 billion in mortgage-backed securities of
Fannie Mae, Freddie Mac and Ginnie Mae.  On February 18, 2009,
Treasury announced that it will continue to purchase Fannie Mae
and Freddie Mac mortgage-backed securities to promote stability
and liquidity in the marketplace.  On March 18, 2009, the Federal
Reserve announced that it intended to increase purchases of debt
securities of Fannie Mae, Freddie Mac and the FHLBs and of Fannie
Mae, Freddie Mac and Ginnie Mae mortgage-backed securities under
its program to a total of up to $200 billion and $1.25 trillion,
respectively.

There can be no assurance that the improvements in the Company's
access to the unsecured debt markets and in the Company's ability
to issue long-term and callable debt will continue. The Company
believe the improvements stem from federal government support,
such as the support described above, and, as a result, changes or
perceived changes in the government's support of the Company may
have a material adverse affect on the Company's ability to fund
the Company's operations.  In particular, to the extent the market
for the Company's debt securities has improved due to the
availability to the Company of the Treasury credit facility, the
Company believe that the actual and perceived risk that the
Company will be unable to refinance the Company's debt as it
becomes due is likely to increase substantially as the Company
progress toward December 31, 2009, which is the date on which the
Treasury credit facility terminates.  Accordingly, the Company
continue to have significant roll-over risk notwithstanding
improved access to long-term funding, and this risk is likely to
increase as the Company approach expiration of the Treasury credit
facility.

Consolidated Balance Sheet Analysis

Total assets of $919.6 billion as of March 31, 2009 increased by
$7.2 billion, or 0.8%, from December 31, 2008.  Total liabilities
of $938.6 billion increased by $11.0 billion, or 1.2%, from
December 31, 2008.  Fannie Mae's total deficit increased by about
$3.8 billion during the first quarter of 2009, to a deficit of
$18.9 billion as of March 31, 2009.  The increase in Fannie Mae's
total deficit was attributable to the Company's net loss of
$23.2 billion for the first quarter of 2009, which was partially
offset by the $15.2 billion in funds received from Treasury under
the senior preferred stock purchase agreement and a decrease in
unrealized losses on available-for-sale securities.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FIFTH THIRD: Among 10 Banks Needing More Capital in Stress Test
---------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


FIRST DATA: Moody's Downgrades Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded First Data Corporation's
corporate family and probability-of-default ratings to B3 from B2,
its $2 billion Senior Secured Revolving Facility rating to B1 from
Ba3, its $12.7 billion Senior Secured Term Loan rating to B1 from
Ba3, and its $3.75 billion Senior Unsecured Cash Pay Notes to Caa1
from B3.  In addition, Moody's assigned a Caa1 rating to the $3
billion Senior Unsecured PIK Notes and Caa2 rating on the $2.5
billion Senior Subordinated Notes.  The rating outlook is stable.
The rating actions conclude the review for possible downgrade
initiated on March 2, 2009.

The downgrade of ratings reflects Moody's concern that the
projected ramp in profits and free cash flow expected for 2009 and
2010 that had been factored into the B2 corporate family rating at
the time of the leveraged buyout in September 2007 will not be
achieved due to the global economic crisis and slowdown in
consumer spending levels.  Moody's expect slight revenue and
EBITDA declines for 2009 with only modest recovery for 2010.  As a
result, Moody's believe the company will not be able to
significantly de-leverage until 2011 at the earliest, at which
time the company faces increasing cash interest payments as the
company's 10.55% unsecured PIK notes convert to cash pay after
September 2011.

At the time of the LBO, Moody's had expected that the company's
credit metrics, including free cash flow to debt, to remain weak
for at least eighteen months following the transaction's close.
While company has met Moody's expectations through the end of 2008
due largely to the $300 million of annualized cost savings
achieved to date, Moody's believe the current recession will
prevent the company from meaningfully reducing its leverage (about
9x on a Moody's adjusted basis) for several years.  While the
company continues to report transaction growth during the economic
downturn, profitability has been hampered by the consumer spending
shift towards large discount retailers, where fees per transaction
are lower due to the pricing leverage exerted by the retailers,
and the higher growth of PIN debit transactions versus higher-
margin credit cards.  Although the company faces no significant
debt maturity until 2014 and has ample cushion with its financial
covenants under the senior secured credit facility, Moody's
believes the high ongoing debt burden is no longer consistent with
a B2 rating.

The B3 CFR reflects the company's large size and leading market
positions in the electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide, which benefits from the secular shift from cash/check
payment to electronic payments.  In addition, the company
maintains a diversified business profile (e.g., breadth of service
offerings and international expansion) and good near-term
liquidity, which is supported by around $1.7 billion of
availability on its revolver and a cash balance in excess of $400
million.

The stable outlook is supported by Moody's expectation that First
Data will be able to generate steady cash flows during the current
economic downturn driven by non-discretionary consumer spending
(nearly half of the merchant services processing transactions
relate to grocery stores, quick-service restaurants, and
petroleum) and the continued shift of payment method to electronic
cards from cash and checks.

Downward ratings pressure could occur if the recession remains
prolonged such that the company's free cash flow were to be
negative on a sustained twelve month basis or if the termination
of the Chase Paymentech alliance were to result in a significant
loss of market share.  Given First Data's strong merchant
processing industry position, the termination is not expected to
have a significant immediate business impact, but would add a
large player to the competitive landscape.

Ratings downgraded and assessments revised:

* Corporate Family Rating downgraded to B3 from B2

* Probability of Default Rating downgraded to B3 from B2

* $2 billion Senior Secured Revolving Facility due 2013 -- B1 (LGD
  2, 26%) from Ba3 (LGD 2, 27%)

* $13 billion Senior Secured Term Loan B due 2014 -- B1 (LGD 2,
  26%) from Ba3 (LGD 2, 27%)

* $3.75 billion Senior Unsecured Cash Pay Notes due 2015 -- Caa1
   (LGD 5, 76%) from B3 (LGD 5, 76%)

* (Approximately $73 million) Pre-LBO Untendered Senior Unsecured
  Stub Notes -- Caa2 from Caa1

Ratings and assessments assigned:

* $2.75 billion Senior Unsecured PIK Notes (due 2015) - Caa1 (LGD
  5, 76%)

* $2.5 billion Senior Subordinated Notes (due 2015) -- Caa2 (LGD
  6, 92%)

The last rating action was on March 2, 2009 when Moody's placed
First Data Corp's ratings under review for possible downgrade.

Based in Greenwood Village, Colorado, First Data Corporation is a
global leader in electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide.


FLEETWOOD ENTERPRISES: Krystal to Buy Mexicali Assets for $150,000
------------------------------------------------------------------
Fleetwood Enterprises, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
authority to sell the stock of non-Debtor Fleetwood De Mexico S.A.
de C.V. and other assets related to Fleetwood's non-operating
travel trailer manufacturing facility in Mexico to Krystal
Enterprises, LLC, and Edward P. Grech, free and clear of all
liens, claims, interests and encumbrances.

Krystal is a California corporation that manufactures stretch
limousines, professional vehicles, and luxury mid-size buses.  The
Debtors tell the Court that in order to commence production for
its summer 2009 sales season, Krystal needs to close on the
proposed purchase of the Mexicali Assets by mid-May 2009.

The Buyers have offered to pay $150,000 in cash for the Mexicali
Assets.  Fleetwood Enterprises is a guarantor of Fleetwood
Mexico's obligations under the Mexicali Lease.  Krystal has agreed
to step in as the guarantor of the Mexicali lease or indemnify FEI
against potential liability as guarantor of the Mexicali lease.

Debtor Fleetwood International Inc owns 49,999 out of the 50,000
outstanding shares of Fleetwood Mexico.  Debtor Fleetwood Travel
Trailers of California, Inc., owns the remining one share in
Fleetwood Mexico.  Fleetwood Mexico in not a Chapter 11 debtor.

As reported in the Troubled Company Reporter on April 30, 2009,
Fleetwood Enterprises Inc. signed a deal for the sale of a plant
in La Grande, Oregon for $1.8 million to Arbutus RV & Marine Sales
Ltd., the largest recreational-vehicle dealer in British Columbia,
citing Bloomberg's Bill Rochelle.

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

Mr. Rochelle reported that Arbutus insised on completing the
purchase by May 15 to produce travel trailers for the summer
season.

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

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  The Company has about 9,000 associates
working in facilities strategically located throughout the nation.
The Company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FLEETWOOD ENTERPRISES: Wants Use of Cash Collateral Until Sept. 30
------------------------------------------------------------------
Fleetwood Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the Central District of California for authority to use cash
collateral of Bank of America, N.A., as agent for itself and the
prepetition secured parties, until September 30, 2009, to fund
payroll and payroll taxes and to pay normal operating expenses, in
accordance with a budget.

As adequate protection, and solely to secure any diminution in the
cash collateral and the consumable prepetition collateral, the
Debtors propose to grant BofA and the prepetition secured parties
replacement liens on all of the Debtors' unencumbered assets
including, without limitation, all unencumbered assets created or
acquired after the petition date.

As additional adequate protection, the prepetition lenders will be
granted superpriority claims under Section 507(b) of the
Bankruptcy Code with priority in payment over any and all
administrative expense claims of any kind under the Bankrutpcy
Code, except for the fees and expenses of the United States
Trustee and the Clerk of the Bankruptcy Court.

BofA and the prepetition secured parties assert claims against the
Debtors in the aggregate amount, as of March 6, 2009, of
$61,690,980 in unpaid reimbursement obligations, plus interest and
additional sums for reasonable costs and reasonable attorneys'
fees, secured by substantialy all of the personal property of each
of the Debtors.

The Debtors tell the Court that based on current business
projections of both business operations as well as expected timing
of major sales and other asset sales, the Debtors have no
immediate need for post-petition secured borrowing as provided in
the DIP Credit Facility.  Consequently, it is withdrawing their
request for the approval of a final order as to debtor-in-
possession financing.

Headquartered Riverside, California, Fleetwood Enterprises --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  The Company has about 9,000 associates
working in facilities strategically located throughout the nation.
The Company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FORTUNOFF HOLDINGS: Taps CONSOR for Sale of Assets
--------------------------------------------------
CONSOR Intellectual Asset Management has been asked to undertake
an intense marketing and sales initiative for the intellectual
property and intangible assets of Fortunoff Holdings Inc.

IP assets for sale include:

     * Worldwide Trademark Portfolio:

       -- Over 70 registered trademarks including:

          -- Fortunoff,
          -- The Source,
          -- Prime Time,
          -- Oxford Hall,
          -- FSS,
          -- Fortunoff,
          -- The Source, and
          -- Avignon.

     * Domain Names:

       -- Over 75 International domain names including:

          -- Fortunoff.com,
          -- fortunoffbrides.com, and
          -- fortunoffjewelry.com

1-800-Fortunoff

Customer Database: Over 750,000 customer names, many with detailed
purchase history in jewelry, home furnishings and bridal
registries.

IT Assets:

     * Fortunoff.com Web site, including copyrighted design layout
       and source code;

     * Customer Relationship Management (CRM) System;

     * Fortunoff Intranet -- complete training materials, style
       guides, and other critical marketing/training assets;

     * DCWizard Warehousing System -- using radio frequency
       technology, provides real-time inventory management and
       distribution

Proprietary Jewelry Designs:

   * Petra collection (approximately 25 designs),
   * House 533 collection (approximately 1,000 designs),
   * House 511 collection (approximately 500 designs),
   * House 513 collection (approximately 2,000 designs), and
   * Avignon-Branded Swiss watches

Fortunoff Branded Products:

   * The Source grills;
   * Window treatments;
   * Plates, cups, bowls; and
   * Towels

While the economy has resulted in the failure of numerous high
profile retailers, Fortunoff represents a unique opportunity to
leverage upon the tremendous heritage and longevity of the
Fortunoff brand and related intangible assets built over the last
85+ years.  With historical sales exceeding $400 million annually,
along with Web traffic statistics exceeding 6.7 million page views
per month, the Fortunoff IP assets offer an immediate opportunity
for re-launch via brick and mortar and ecommerce.

The marketing of these valuable assets will be conducted over the
coming weeks, commencing with a final auction in June 2009.

CONSOR can be reached at (858) 454-9091 x-216.

                     About Fortunoff Holdings

New York-based Fortunoff Holdings LLC -- http://www.fortunoff.com/
-- started out as a family-owned business founded by Max and Clara
Fortunoff in 1922, until it merged with M. Fortunoff of Westbury,
L.L.C. and Source Financing Corporation in 2004.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.

Fortunoff Holdings and its affiliate, Fortunoff Card Company LLC,
filed for Chapter 11 protection on February 5, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10497). Lee Stein Attanasio, Esq., at
Sidley Austin LLP, represents the Debtors in their restructuring
efforts. The Debtors proposed Zolfo Cooper LLC as their special
financial advisor and The Garden City Group Inc. as their claims
agent. When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.

This is the second bankruptcy filing by Fortunoff.  In 2008,
Fortunoff Fine Jewelry and Silverware LLC filed for Chapter 11.
An entity owned by NRDC Equity Partners bought Fortunoff during
its first Chapter 11 case.


FREESCALE SEMICONDUCTOR: Draws Spending Plan Amid Phone Biz Exit
----------------------------------------------------------------
Freescale Semiconductor announced a plan to align the company's
spending with its prior decision to exit the cellular handset
business.

The plan encompasses employment reductions and other exit
activities.  The plan was finalized and approved by the Board on
April 17, 2009, and is expected to be completed by December 31,
2009.  Implementation of this plan and any specific employment
actions related to the plan are subject to satisfaction of legal
requirements, including prior consultation on the plan with work
councils in some of the countries in which Freescale operates.
Restructuring charges for these actions are estimated to be
approximately $70 million in cash severance.

Freescale is also initiating a plan to eliminate its 150mm
manufacturing capability.  Freescale has experienced a migration
from 150mm technologies to advanced technologies at its East
Kilbride facility and is seeing this evolution occur in
technologies and products served by its Sendai and Toulouse 150mm
fabs.

The long-term trend in declining overall demand for the bulk of
the products served by these fabs has resulted in low factory
utilization, which has been accelerated by the current global
economic climate.  This plan will result in the closure of
Freescale's Sendai, Japan fabrication facility.  Also under this
plan, Freescale has initiated a formal consultation with employees
at its Toulouse, France facility.  The proposal to close the
facility will be evaluated through Freescale's Toulouse Work
Council.

The Board approved the closure plan on April 17, 2009 and
Freescale expects the plan to be completed by the end of 2011.
Freescale estimates the costs of this plan to be approximately
$200 million including approximately $190 million in cash
severance costs and $10 million in other cash costs.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As reported by the Troubled Company Reporter on February 23,
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale.
Simultaneously, Moody's downgraded the probability of default
rating to Ca from Caa1.  The rating outlook remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.

The Troubled Company Reporter on April 1, 2009 reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on Austin, Texas-based Freescale Semiconductor Inc. to 'B-'
from 'SD'.  The rating outlook is negative.  At the same time, S&P
raised its senior unsecured and subordinated debt ratings to 'CCC'
from 'D'.


GENCORP INC: Lenders Agree to Place French Unit in Bankruptcy
-------------------------------------------------------------
GenCorp Inc. entered into the First Amendment and Consent to
Credit Agreement to the Company's existing Amended and Restated
Credit Agreement, originally entered into as of June 21, 2007, by
and among the Company, as borrower, the subsidiaries of the
Company from time to time party thereto, as guarantors, the
lenders from time to time party thereto and Wachovia Bank,
National Association, as administrative agent for the Lenders.

Snappon SA, a French subsidiary of the Company, that is neither a
Credit Party nor Significant Subsidiary under the Credit Agreement
and has no operations, has had legal judgments rendered against it
under French law, aggregating approximately $4.0 million related
to wrongful discharge claims by certain former employees of
Snappon.  The Amendment provides for, among other things, the
consent of the Required Lenders to allow Snappon to commence
voluntary bankruptcy, insolvency or similar proceedings or to
allow for an involuntary bankruptcy, insolvency or similar
proceedings against Snappon.

Under the Amendment, the Required Lenders agreed (i) that an event
of default will not be triggered with respect to the legal
judgments rendered against Snappon, unless the judgments equal or
exceed $10.0 million and shall not have been paid and satisfied,
vacated, discharged, stayed or bonded pending appeal within thirty
(30) days from the entry thereof and (ii) to consent to the
commencement of voluntary or involuntary bankruptcy, insolvency or
similar proceedings with respect to Snappon and that any such
proceeding would not constitute an Event of Default under the
Credit Agreement.

The full-text copy of the Amendment and Consent to Credit
Agreement is available for free at:

                http://ResearchArchives.com/t/s?3c9d

Additionally, the Company agreed to temporarily reduce its
borrowing availability under the Revolving Loan from $80.0 million
to $60.0 million commencing on the Effective Date and ending on
the earlier of (i) the date on which an amendment that permits the
renewal, refinancing or extension of the 4.00% Convertible Notes
has been approved by the Required Lenders and (ii) the date on
which the Company redeems the 4.00% Convertible Notes in
accordance with the terms of the Credit Agreement.

                        About GenCorp

Headquartered in Rancho Cordova, Calif., GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a leading technology-based
manufacturer of aerospace and defense products and systems with a
real estate segment that includes activities related to the
entitlement, sale and leasing of the company's excess real estate
assets.

As reported in the Troubled Company Reporter on April 2, 2009,
Standard & Poor's Ratings Services said it lowered its ratings on
Sacramento-based GenCorp Inc., including lowering the corporate
credit rating to 'CCC+' from 'B+'.  The outlook is developing.

"The downgrade reflects significant uncertainty about GenCorp's
ability to pay off or refinance $125 million of convertible notes
if put to the company in January 2010," said Standard & Poor's
credit analyst Christopher DeNicolo.  As of Feb. 28, 2009, the
firm had $80 million of cash and an undrawn $80 million revolving
credit facility. However, the revolver cannot be used to repay the
notes and the credit facility will have to be amended, likely
resulting in much higher interest costs.  "In addition," added Mr.
DeNicolo, "the current trading price of the notes-around 70 cents
on the dollar as of the date of this report-increases the
likelihood that the company could enter into a distressed exchange
to address the refinancing."


GENERAL GROWTH: DBRS Reviews CMBS Exposure Amid Bankruptcy
----------------------------------------------------------
Dominion Bond Rating Service reviewed its exposure to General
Growth Properties' sponsored assets in the U.S. CMBS transactions
it rates in light of GGP's recent filing for bankruptcy.  DBRS has
been monitoring the health of its GGP exposure since the REIT
announced it was experiencing difficulty meeting its maturating
debt obligations.  In total, DBRS rates seven transactions with
exposure to GGP, four of which have had GGP sponsored loans
transfer to special servicing.

Some of the loans have upcoming maturities within the next 18
months, which could present further extension risk. Despite the
numerous challenges brought upon by a difficult economic
environment, the majority of these malls have maintained stable
occupancy rates and continue to meet debt service obligations.
However, DBRS believes these assets will continue to operate under
stress as declining sales volumes erode percentage rent and
tenants vie for rental abatements.

Of more immediate concern to DBRS is the important precedence this
voluntary bankruptcy filing will ultimately establish. In January
2009, DBRS published The Four Planks in the Platform for Recovery:
The Commercial Mortgage Market and Securitization, which
underlined the fact that the CMBS industry is reliant upon the
courts to uphold the rule of law going forward. CMBS transactions
rated by DBRS are based upon the understanding of certain
principles such as special purpose entities operating as
bankruptcy remote entities and the validity of non-consolidation
opinions.  The voluntary bankruptcy filing from GGP threatens this
base assumption on a number of levels.  The establishment of a
collective cash collateral facility by GGP to absorb excess cash
flow would violate these fundamentals and is specifically intended
to disrupt the timely payment of loan principal from these
performing assets.

Also of importance are the fees associated with the loans that
have been transferred to special servicing, which will ultimately
translate into losses if not recovered from the sponsor.  The
special servicer is entitled to receive a monthly fee in addition
to a liquidated or corrected mortgage loan fee, depending on the
outcome of the transfer.  For loans with subordinate B-notes in
place, these fees may be absorbed in a reverse sequential manner
in accordance with the respective loan's intercreditor agreement.

While the fees would be expected to be contained to the lowest
unrated class in each of the DBRS rated transactions, it is
possible that the interest shortfalls associated with the monthly
special servicing in conjunction with other specially serviced
loans could cause interest shortfalls to rise into rated classes
as the loans secured by the GGP malls often represent a
significant portion of the respective transactions.  At this
point, DBRS is hopeful that the courts will uphold the bankruptcy
remote nature of the partnerships, minimizing the credit impacts
to DBRS rated classes.

DBRS will continue to monitor the performance of each property
closely while the sponsorship remains in bankruptcy and update
shadow ratings as needed to reflect the individual credit
characteristics of the loans.

A full-text copy of DBRS's news statement is available at no
charge at http://bankrupt.com/misc/DBRSCMBSdeals.PDF


GENERAL MOTORS: CEO Henderson to Host Restructuring Call Today
--------------------------------------------------------------
Shawn Langlois at MarketWatch reports that General Motors Corp.
CEO Fritz Henderson will hold a conference call today, May 11,
2009, to update the media on GM's progress in its restructuring
efforts ahead of a June 1 deadline.

Mr. Langlois says the call will mark the second update since Mr.
Henderson replaced Richard Wagoner as CEO in March.

GM has until month's end to reach concessions with bondholders and
the United Auto Workers union to avoid a bankruptcy filing.

As reported by the Troubled Company Reporter, GM reported net loss
of $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  Excluding special items, the company
reported an adjusted net loss of $5.9 billion in the first quarter
of 2009 compared to an adjusted net loss of $381 million in the
first quarter of 2008.  As of March 31, 2009, GM had $82.2 billion
in total assets and $$172.8 billion in total liabilities,
resulting in $90.5 billion in stockholders' deficit.

"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," Mr. Henderson had said.  "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."

On April 27, General Motors Corp. presented the United States
Department of Treasury with an updated plan as required by the
loan agreement signed by GM and the U.S. Treasury on December 31,
2008.  The plan addresses the key restructuring targets required
by the loan agreement, including a number of the critical elements
of the turnaround plan that was submitted to the U.S. government
on December 2, 2008.  Among these are: U.S. market
competitiveness; fuel economy and emissions; competitive labor
cost; and restructuring of the company's unsecured debt. It also
includes a timeline for repayment of the Federal loans, and an
analysis of the company's positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly $27 billion of
unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least $20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least $44 billion in debt
reduction.

A full-text copy of GM's February 2009 Viability Plan is available
at http://researcharchives.com/t/s?39a4

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

                     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.

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: DBRS Comments on Fiat Alliance and GM Europe Talks
------------------------------------------------------------------
Fiat S.p.A. and Chrysler LLC announced on April 30, 2009, that
they have signed agreements to establish a global alliance (the
Alliance).  Dominion Bond Rating Service notes that the
announcement of the Alliance coincided with Chrysler's filing for
bankruptcy protection in the United States.  DBRS notes that the
Alliance in isolation has no immediate impact on the ratings of
Fiat amid highly uncertain global market conditions and many other
factors affecting the ratings.

The main objectives of the Alliance are to increase the geographic
and product diversities of both Fiat and Chrysler.  The Alliance
is to be formed through Chrysler's submitting a motion under
Section 363 of the Bankruptcy Code requesting approval of the
Alliance as well as the sale of Chrysler's principal assets to the
new company (NewCo) being formed with Fiat.  Fiat is to obtain an
initial 20% equity interest in NewCo.  Additional equity
participants in NewCo include the Voluntary Employee Benefit
Association (VEBA), which will be issued an equity interest of
approximately 55%, as well as the U.S. Treasury and the Canadian
government, which will collectively hold a 10% equity interest.

DBRS notes that Fiat will be able to receive an additional 15%
equity interest that can be obtained in three tranches of 5%.
Each of these additional tranches remains subject to the
achievement of the following established targets: (1) approval to
build the Fully Integrated Robotised Engine (FIRE) engines in the
United States; (2) achievement of sales of Chrysler vehicles
outside of North America; and (3) regulatory approval to build a
Chrysler model based on Fiat technology.  Furthermore, Fiat will
have the option to acquire a further 16% shareholding in Chrysler
from the beginning of 2013 through June 30, 2016.  DBRS notes that
Fiat's shareholding in Chrysler will, however, be capped at 49%,
subject to the repayment in full of the loans made to Chrysler by
the U.S. Treasury.

While there is no immediate rating impact, DBRS considers the
Alliance to be modestly positive to the business profile of Fiat.
The Alliance would appear to present an opportunity for the
Company to re-enter the North American market, which remains among
the most significant automotive markets despite an alarming
decline in 2008 that is expected to persist through this year and
possibly into 2010.  DBRS notes that the North American market is
likely to be more receptive to Fiat's product portfolio than in
the past in light of the apparent shift in segmentation toward
smaller vehicles.  DBRS further notes that there are no firm
commitments from Fiat to invest cash into the Alliance; this is
critical as automotive original equipment manufacturers worldwide
seek to preserve their liquidity positions to help them survive
the current severe industry downturn.

DBRS also notes that Fiat has entered into discussions regarding a
possible merger between Fiat Group Automobiles, Chrysler and the
European operations of General Motors Corporation (GM Europe).
DBRS notes that, in the event that such a merger is executed, the
resulting automotive concern (New Fiat) would be among the world's
largest OEMs as combined sales in the range of six to
seven million units would rank only behind Toyota Motor
Corporation and roughly on par with Volkswagen AG.  This would
provide New Fiat with the requisite scale to compete more
effectively on a global basis.

DBRS notes that many details of the proposed merger remain to be
addressed, including antitrust approvals.  With respect to
required financing, European countries where Fiat and GM Europe
have plants are likely to be requested to provide guarantees in
support of the debt of New Fiat.  Furthermore, it is possible that
Fiat Group Automobiles would be spun off from Fiat.  As such, New
Fiat would likely be a purely automotive concern.

Unlike the acquisition of Chrysler in isolation, DBRS notes that
the transactions resulting in New Fiat, if completed, could lead
to rating actions. Any rating action would depend on many factors,
including but not limited to the resulting business profiles,
capital structures and the financial profiles of both New Fiat and
Fiat.  DBRS will monitor the progress of Fiat's actions regarding
the expansion of its automotive activities and will provide
commentaries or new rating actions when appropriate.


GENERAL MOTORS: Taps Spencer Stuart to Help in Board Member Search
------------------------------------------------------------------
General Motors Corp. Chairperson Kent Kresa has hired executive-
search firm Spencer Stuart to help find replacements for at least
half of its 12 directors, Joann S. Lublin and John D. Stoll at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, the sources said that Mr. Kresa is seeking to
line up new directors to join the board as early as this summer.
Citing the sources, WSJ states that Mr. Kresa was hoping to
conduct the board search on his own, without the assistance from
an outside search firm.

WSJ relates that Mr. Kresa had planned to rely on his professional
network to conduct the search.  He has a deep base of contacts
after several years on GM's board, a tenure as CEO of Northrop
Grumman Corp. that ended in 2003, and a stint as a director at
Chrysler, WSJ notes.

WSJ, citing a person familiar with the matter, reports that
officials at the U.S. Treasury "strongly" suggested that Mr. Kresa
choose Spencer Stuart for GM's board search, telling him that the
search firm "can do it quickly."  The source, according to WSJ,
said that the Treasury told Mr. Kresa that he would be contacted
by Spencer Stuart U.S. operations chief Tom Neff.  The parties
spoke and "the deal was done," WSJ states, citing the source.  WSJ
relates that the source said that in seeking new directors, Mr.
Neff deals mainly with Mr. Kresa.  "The client is the chairman of
the board of GM," rather than Treasury, WSJ says, citing the
source.

WSJ notes that Mr. Kresa didn't feel he had much leeway in
choosing Mr. Neff.  "Kent had Tom foisted on him," WSJ quoted
another person familiar with the matter as saying.

According to WSJ, many of GM's directors have been on the board
since before the Company started having financial troubles in
2005.  WSJ states that under the government's plan for GM, at
least six of the directors will be replaced.  WSJ notes that the
government could own a controlling stake in a restructured GM.
WSJ relates that if GM avoids a Chapter 11 filing, the government
could also appoint a small portion of the directors in addition to
Mr. Kreasa's picks to represent the Treasury.  Citing people
familiar with the matter, WSJ says that the United Auto Workers
union, which has been offered 39% of GM in exchange for health-
care concessions, is also likely to get to pick at least one board
member.

WSJ notes that the new board's take over depends on whether GM
files for Chapter 11 bankruptcy protection.  According to the
report, a person familiar with the matter said that the new board
wouldn't take over until after GM emerges from bankruptcy
protection.  The report states that if GM avoids bankruptcy, the
new directors will likely be voted on during an annual meeting
slated for August 4.

                         Spencer Stuart

Founded in 1956 and privately owned, Spencer Stuart --
http://www.spencerstuart.com/-- is an executive search consulting
firm.  It advises companies seeking guidance and counsels on
senior leadership needs.

                    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.

As reported by the Troubled Company Reporter, GM reported net loss
of $6.0 billion, including special items, in the first quarter of
2009.  This compares with a reported net loss of $3.3 billion in
the year-ago quarter.  Excluding special items, the company
reported an adjusted net loss of $5.9 billion in the first quarter
of 2009 compared to an adjusted net loss of $381 million in the
first quarter of 2008.  As of March 31, 2009, GM had $82.2 billion
in total assets and $$172.8 billion in total liabilities,
resulting in $90.5 billion in stockholders' deficit.

On April 27, General Motors Corp. presented the United States
Department of Treasury with an updated plan as required by the
loan agreement signed by GM and the U.S. Treasury on December 31,
2008.  The plan addresses the key restructuring targets required
by the loan agreement, including a number of the critical elements
of the plan that was submitted to the U.S. government on
December 2, 2008.  Among these are: U.S. market competitiveness;
fuel economy and emissions; competitive labor cost; and
restructuring of the company's unsecured debt.  It also includes a
timeline for repayment of the Federal loans, and an analysis of
the company's positive net present value.

The plan details the future reduction of GM's vehicle brands and
nameplates in the U.S., further consolidation in its workforce and
dealer network, accelerated capacity actions and enhanced
manufacturing competitiveness, while maintaining GM's strong
commitment to high-quality, fuel-efficient vehicles and advanced
propulsion technologies.

GM also launched a bond exchange offer for roughly $27 billion of
unsecured public debt.  If successful, the bond exchange would
result in the conversion of a large majority of this debt to
equity.

GM is also in talks with the UAW to modify the terms of the
Voluntary Employee Benefit Association, and with the U.S. Treasury
regarding possible conversion of its debt to equity.  The current
bond exchange offer is conditioned on the converting to equity of
at least 50% of GM's outstanding U.S. Treasury debt at June 1,
2009, and at least 50% of GM's future financial obligations to the
new VEBA.  GM expects a debt reduction of at least $20 billion
between the two actions.

In total, the U.S. Treasury debt conversion, VEBA modification and
bond exchange could result in at least $44 billion in debt
reduction.

GM filed with the Securities and Exchange Commission a
registration statement related to its exchange offer.  The filing
incorporates the revised Viability Plan.  A full-text copy of the
filing is available at http://ResearchArchives.com/t/s?3c09

A full-text copy of GM's viability plan presented in February 2009
is available at http://researcharchives.com/t/s?39a4

                      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.


GENTEK INC: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed GenTek Inc.'s B1 Corporate
Family Rating, raised its Probability of Default rating to B1 from
B2, and lowered the company's Speculative Grade Liquidity Rating
to SGL-3 from SGL-2.  The SGL downgrade reflects Moody's concern
with the company's maturing credit facility and approaching debt
maturities.  The outlook for GenTek's ratings has changed to
stable from positive.

Ratings Upgraded:

* Probability of Default Rating -- B1 from B2

Ratings Affirmed:

* Corporate Family Rating -- B1

Ratings Downgraded:

* Speculative Grade Liquidity Rating -- SGL-3 from SGL-2

* $60mm Sr Sec Revolver due 2010 -- Ba3 (LGD3, 40%) from Ba3
  (LGD2, 29%)

* $269mm Sr Sec Term Loan B due 2011 - -- Ba3 (LGD3, 40%) from Ba3
  (LGD2, 29%)

The lower SGL rating reflects Moody's concern over the company's
expiring revolving credit facility and upcoming debt maturities.
GenTek maintains an undrawn $60 million revolving credit facility
which matures in February 2010.  The expiring facility negatively
impacts the liquidity rating as Moody's does not consider a
facility maturing within 12 months as a committed source of
external financing.  On June 30, 2010, the company's term loan is
scheduled to begin quarterly amortization payments of 25% of the
outstanding amounts until maturity ($50 million per quarter),
which could negatively impact the company's cash flows over the
next 12-24 months.  The SGL could be raised if the company renews
or extends the current credit facility, and if it refinances the
term loan at rates sustainable for its rating category.

The change to a stable outlook reflects Moody's concern with
GenTek's upcoming debt maturity and Moody's expectations that the
company will continue to produce consistent levels of EBITDA while
generating moderate amounts of positive free cash flow in spite of
the weak economic environment.

The B1 CFR reflects the company's low leverage for its rating
category and improvement in cash flow generation following the
sale of the cash intensive Noma wire harness and cable business.
In 2007, GenTek sold its Noma wire harness and cable business to
Electrical Components International for $75 million and used the
proceeds to repay its second lien term loan.  In conjunction with
the elimination of the second lien term loan, the company upsized
its first lien term loan by $50 million to $269 million.  The
rating also takes into consideration management's focus on debt
reduction, a business strategy less driven by market share growth
and more on improving profitability, partially offset by decreased
end market diversification following the Noma divestiture.

Our last rating action concerning GenTek was on April 17, 2007.
At the time the company's CFR was upgraded to B1 from B2, the SGL
to SGL-2 from SGL-3 and the outlook was moved to positive.  The
ratings were upgraded to reflect the company's reduced debt
balances and expected cash flow improvements as a result of the
Noma divestiture.

GenTek Inc., headquartered in Parsippany, New Jersey, is a
manufacturer of specialty chemicals and engineered industrial
components.  Revenues from continuing operations for the year
ending December 31, 2008 were $608 million.


GEORGIA GULF: Extends Early Participation Deadline to May 14
------------------------------------------------------------
Georgia Gulf Corporation extended the early participation deadline
and the expiration date for its private exchange offers to
exchange its outstanding 7.125% Senior Notes due 2013, 9.5% Senior
Notes due 2014 and 10.75% Senior Subordinated Notes due 2016,
until 12:00 midnight, New York City time May 14, 2009.  The
exchange offers provide for the exchange of old notes for
$250,000,000 aggregate principal amount of 15% Senior Secured
Second Lien Notes due 2014 and 6,922,255 shares of Georgia Gulf
common stock.

Each exchange offer will expire at 12:00 midnight, New York City
time, on May 14, 2009, unless extended.  As of May 6, 2009
approximately $18.2 million, $13.9 million and $150 thousand of
the outstanding $100 million, $500 million and $200 million in
principal amount outstanding of the 2013, 2014 and 2016 notes had
been tendered in the exchange offers.  Full details of the
exchange offers and related consent solicitations are included in
the offering memorandum for these exchange offers, copies of which
are available to Eligible Holders from Global Bondholder Services
Corporation, the information agent, by calling (212) 430-3774 or
toll free at (866) 873-7700.

Georgia Gulf previously extended the early participation deadline
and expiration date for its private exchange offers until 12:00
midnight, New York City time on May 7, 2009.

The exchange offers have been made, and the new notes and shares
of common stock are being offered and will be issued, in a private
transaction in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, only to holders of old
notes (i) in the United States, that are "qualified institutional
buyers," as that term is defined in Rule 144A under the Securities
Act, or (ii) outside the United States, that are persons other
than "U.S. persons," as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act.

Neither the new notes nor the shares of common stock have been
registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

                       About Georgia Gulf

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

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

                           *     *     *

As reported by the Troubled Company Reporter on April 2, 2009,
Fitch Ratings has downgraded Georgia Gulf's Issuer Default Rating
to 'C' from 'CC' following its announcement of an exchange offer
of $250 million in second lien notes for all of its senior
unsecured and subordinated notes with a par amount of
$794.6 million.  A minimum threshold of the exchange offer is 95%
of the aggregate outstanding senior unsecured and senior
subordinated notes.  Fitch has also downgraded Georgia Gulf's
senior secured credit facility to 'B-/RR1' from 'B/RR1'.  The
downgrade reflects Fitch's view that the proposed transaction
constitutes a Coercive Debt Exchange in accordance with Fitch's
CDE Criteria published March 3, 2009, and that a CDE or other form
of default is imminent.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.  Fitch notes that
$38 million in interest is due April 15, 2009 on the 9.5% senior
unsecured notes due October 15, 2014 and on the 10.75% senior
subordinated notes due October 15, 2016.  Early exchange by
April 14, 2009, is encouraged by additional consideration in the
form of a pro rata share of 6.9 million shares of common stock
representing 19.9% of existing equity.


GMAC LLC: To Get More Govt Aid After Gaining Biz. with Chrysler
---------------------------------------------------------------
The U.S. government said that it would provide more financing to
GMAC LLC after the Company assumed last week "the mantle" of
lender for Chrysler LLC dealers and consumers, Aparajita Saha-
Bubna at The Wall Street Journal reports.

The government will provide "substantial support" to GMAC, WSJ
says, citing Treasury Secretary Timothy Geithner.  According to
WSJ, a person familiar with the matter said that GMAC could get
the federal funds as early as next Saturday.

WSJ relates that GMAC provides much of the financing to General
Motors Corp. dealers and starting in the middle of this month, it
is slated to finance Chrysler dealers, pending the federal funds.

The financial support GMAC gets from the government would
strengthen the Company's capital position, as the lender currently
has a $11.5 billion capital hole to fill under the stress-test
results, WSJ states.

                         About GMAC LLC

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
Dec. 31, 2008, the company had $189 billion in assets and serviced
15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is wholly owned by GMAC LLC. Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services maintains its CCC/Negative/C
rating on GMAC LLC despite the Company's announcement that it
entered into an agreement with Chrysler Financial Services
Americas LLC to provide future automotive financing products and
services to Chrysler dealers and customers.


GMAC LLC: Among 10 Requiring Add'l Capital; May Need Taxpayer Aid
-----------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


GMAC LLC: Unlikely to Raise $11.5BB in Public Markets, Says WSJ
---------------------------------------------------------------
GMAC LLC will have to raise 11.5 billion of additional capital,
Aparajita Saha-Bubna at The Wall Street Journal reports, citing
the U.S. Treasury.

According to WSJ, the capital needed for GMAC is roughly half of
its $21.9 billion of total equity.  WSJ relates that GMAC is
unlikely to be able to raise that money in the public markets due
to increasing losses from souring mortgages and auto loans, and
the possibility that the federal government will control a big
stake in the Company.

WSJ quoted Moody's Investors Service analyst Mark Wasden as
saying, "I think the government will be an extremely important
source of capital for the firm."

WSJ notes that it is unlikely that owner General Motors Corp. can
help GMAC out.  Cerberus Capital Management LP, it's other owner,
is facing struggles of its own as it grapples with its stake in
bankrupt Chrysler LLC, says WSJ.  According to the report, GM and
Cerberus will scale back their ownership in GMAC at the end of May
as a condition of the Company becoming a bank-holding firm.  Much
of GM's existing ownership stake in GMAC will then be placed into
a trust, overseen by a trustee appointed by the Treasury, to be
gradually dispersed, the report states.  The report says that
Cerberus will distribute the majority of its stake in GMAC to its
investors.

GMAC could boost capital through "mandatory convertible preferred"
shares if it can't tap private markets, according to WSJ.  Banks,
says WSJ, could apply for new funds from the government by
agreeing to sell the preferred shares to the Treasury.  WSJ
relates that GMAC could exchange the government's existing
preferred stake in the Company for this new type of security,
which would convert into common equity if the Company posts losses
in the future.  GMAC said in a statement that it also could issue
new common equity.

WSJ quoted GMAC spokesperson Gina Proia as saying, "Raising the
capital would strengthen GMAC and help ensure availability of
credit to our customers."

GMAC, WSJ reports, is in line to gain access to a federal program
that has allowed an array of financial institutions to get
financing when they could have been shut out from repaying or
refinancing debt as a result of the credit crisis.  WSJ states
that GMAC is awaiting approval from the Federal Deposit Insurance
Corp. to issue FDIC-insured debt under this program.

GMAC estimates that if it is approved as a bank holding company,
it could raise between $5 billion and $10 billion, WSJ says.

WSJ relates that GMAC could also shore up capital through "rein in
lending."  GMAC, says WSJ, scaled back lending to consumers toward
the end of last year amid a paucity of capital and quickened its
lending pace after getting $5 billion under TARP.

                         About GMAC LLC

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
Dec. 31, 2008, the company had $189 billion in assets and serviced
15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is wholly owned by GMAC LLC. Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.


GOODYEAR TIRE: Moody's Assigns 'B1' Rating on $500 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Goodyear
Tire & Rubber Company's new $500 million offering of unsecured
notes.  In a related action, Moody's affirmed Goodyear's Corporate
Family and Probability of Default ratings of Ba3, and affirmed the
Speculative Grade Liquidity Rating at SGL-3.  All other long-term
ratings are unchanged.  The outlook remains negative.

The new unsecured notes will consist of a $0.5 billion fixed rate
issue with a 2016 maturity.  The issue will benefit from upstream
guarantees from Goodyear's material domestic subsidiaries.
Goodyear is expected to use the proceeds, along with cash on hand,
to repay $500 million of floating rate notes due December 2009 and
general corporate purposes.  While the new financing will help
preserve Goodyear's liquidity profile, the recessionary global
economy will challenge free cash flow generation over the near
term.

The affirmation of Goodyear's Ba3 Corporate Family Rating
continues to reflect the company's global scale, geographic
diversification and significant market share, and adequate
liquidity profile amid deteriorating operating conditions within
the tire industry.  The recessionary environment has globally
depressed both replacement tire demand and automotive original
equipment demand which has been reflected in the company's much
weakened performance.  Goodyear has also suffered from the impact
of higher raw material prices in 2008.  The company was able to
offset this impact for the full year 2008 with improved product
mix and pricing.  However, raw material price escalation
dramatically negatively affected the company's fourth quarter 2008
and first quarter 2009 results, as the high cost inventory moved
through the income statement.  While subsequent lower raw material
costs should begin to favorably impact Goodyear's performance
beginning in the second quarter of 2009, the company will generate
weak operating results and weak credit metrics for the assigned
rating over the near-term, as production volumes remain depressed.
As such, the company's outlook remains negative.

Goodyear's competitive position within the tire industry is
expected to support future sales, as pent-up demand from the
deferral or postponement of replacement tire purchases drives
growth when economic conditions rebound.  Original equipment tire
demand for passenger cars and commercial vehicles represent about
27% of Goodyear's 2008 total unit volumes.  However, according to
the company, sales attributable to the Detroit 3 in 2008 were less
than 7% of total global sales.

The negative outlook considers the potential for continuing
deterioration in passenger miles driven, even as gasoline prices
have abated from higher levels in 2008, and the global
recessionary environment's impact on demand.  Goodyear is expected
to continue to be affected by weak industry conditions and high
raw material prices built into inventory through the first half of
2009.  Any continued deterioration in the company's operating
performance and credit metrics will likely hasten the
consideration for a ratings downgrade.  Further pressuring the
current ratings is the financial market's impact of significantly
increasing the company's unfunded pension obligations, thereby
increasing Moody's leverage measures.

The B1 (LGD4, 65%) rating assigned to the new notes recognizes
their junior position relative to the company's first, and second
lien credit facilities as well as the benefits of upstream
guarantees from material North American subsidiaries.

The Speculative Grade Liquidity Rating of SGL-3 reflects an
adequate liquidity profile over the next twelve months.  Moody's
expects Goodyear's ability to generate free cash flow over the
next twelve months to be challenged by general economic conditions
and lower passenger miles driven.  The company's new bond issuance
will help preserve Goodyear's liquidity after the $500 million of
debt maturities due in December 2009.  However, the company will
likely continue to be challenged by a weak global economic
environment.  As of March 31, 2009, Goodyear maintained $1.9
billion of cash and cash equivalents with availability under the
$1.5 billion revolver of about $213MM, and the ?505MM revolver
essentially fully drawn. Based on seasonal fluctuations, the
?450MM securitization facility was fully utilized, with ?283MM
outstanding.  As such, Moody's expects the company's reliance on
these lines to remain high over the near-term.  The coverage ratio
covenant test under the $1.5 billion revolver comes into effect
when availability under the revolver, plus cash balances, goes
below $150MM.  Goodyear has the capacity under the indentures for
its unsecured obligations to pledge additional assets (subject to
the terms, limitations and exclusions provided in the respective
indentures).  Should the permissible basket of liens exceed the
prescribed amount, Goodyear would be required to ratably secure
the unsecured notes and bonds issued under the indentures.

Ratings assigned:

Goodyear Tire & Rubber Company

  -- New senior unsecured guaranteed notes, B1 (LGD-4, 65%)

Ratings affirmed:

  -- Goodyear Tire & Rubber Company

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

  -- Speculative Grade Liquidity rating, SGL-3

  -- $1.5 billion first lien revolving credit facility due 2013,
     Baa3 (LGD-1, 8%)

  -- $1.2 billion second lien term loan due 2014, Ba1 (LGD-2, 22%)

  -- 9% senior unsecured notes due 2015, B1 (LGD-4, 65%);

  -- Floating rate unsecured note due 2009, B1 (LGD-4, 65%);

  -- 8 5/8 % senior unsecured notes due 2011, B1 (LGD-4, 65%):

  -- 7 6/7% senior notes due 2011, B2 (LGD-6, 95%):

  -- 7% senior notes due 2028, B2 (LGD-6, 95%)

Goodyear Dunlop Tires Europe B.V. and certain subsidiaries

  -- ?505 million of first lien revolving credit facilities due
     2012, Baa3 (LGD-1, 8%)

The last rating action for Goodyear was on February 20, 2009 when
the company's Speculative Grade Liquidity Rating was lowered to
SGL-3, and the Ba3 Corporate Family Rating was affirmed.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one of
the world's largest tire companies with 61 manufacturing
facilities in 25 countries around the world.  Revenues in 2008
were approximately $19.5 billion.


GOODYEAR TIRE: S&P Assigns 'B+' Rating on $500 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'B+'
issue-level rating to The Goodyear Tire & Rubber Co.'s proposed
$500 million senior unsecured notes due 2016, and a recovery
rating of '5', indicating S&P's expectation that lenders will
receive modest recovery (10% to 30%) in the event of a default.
All of Goodyear's senior unsecured notes, including this note, are
pari passu with respect to right of payment.

S&P expects proceeds from the notes to be held until the repayment
at maturity of nearly $500 million in senior floating-rate notes
due Dec. 1, 2009.

Standard & Poor's corporate credit rating on Akron, Ohio-based
Goodyear is BB-/Negative/--.  The ratings reflect the company's
high leverage and the ongoing global downturn in tire demand in
both the replacement and original equipment markets.

                           Ratings List

                  Goodyear Tire & Rubber Co. (The)

    Corporate credit rating                      BB-/Negative/--

                            New Rating

          $500 mil. senior unsecured notes due 2016    B+
           Recovery Rating                             5


GREAT ATLANTIC: S&P Puts 'B' Rating on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed the ratings on
three rated supermarket companies on CreditWatch with negative
implications.  This action reflects the possibility that current
ratings could be lowered or revised in the near term to
incorporate Standard & Poor's review of multi-employer pension
liability given market declines experienced in 2008.  The three
supermarkets are: Safeway Inc. (BBB/Watch Neg/A-2), Stater Bros.
Holdings Inc. (B+/Watch Neg/--), and Great Atlantic & Pacific Tea
Co. Inc. (The) (B/Watch Neg/--).

"While stock market performance year to date has been relatively
unchanged," explained Standard & Poor's credit analyst Stella
Kapur, "S&P believes that there is a risk that the funded status
for many multi-employer pension plans has deteriorated and could
represent meaningful obligations for plan participants because of
the severe decline in market performance in 2008."


GREENBRIER HOTEL: Justice Family Buys Hotel, Seeks Case Dismissal
-----------------------------------------------------------------
Greenbrier Hotel Corp. announced an abrupt departure from its
plans for reorganizing in bankruptcy, Bloomberg's Bill Rochelle
said.  Bloomberg notes that Greenbrier entered Chapter 11 in March
to carry out a sale to Marriott International Inc.  However, with
the sale of Greenbrier to West Virginia businessman Jim Justice,
the hotel's Chapter 11 case is pointed towards dismissal.

Jim Justice announced May 7 that his company has purchased The
Greenbrier resort and 80% of The Greenbrier Sporting Club.  The
purchase by the Justice Family Group, LLC was made through the
acquisition of the stock of The Greenbrier's holding company.

"I am very excited to become part of one of America's finest
traditions," said Justice.  "The Greenbrier is uniquely `West
Virginian,' and I look forward to working with the team to build
on its legacy."

Mr. Justice also plans to seek dismissal of the bankruptcy of The
Greenbrier.

"Our near-term goal is to give The Greenbrier a fresh start," said
Justice.  "Even though the current economy is taking its toll on
the resort, we are going to take a long-term view by focusing on
reclaiming our five-star status and making the right investments
for future growth."

Michael Ward, chairman, president and chief executive officer of
CSX, commented, "While this is an entirely different kind of
transaction than expected, this is a great result for The
Greenbrier, its employees, the community, and CSX.   Mr. Justice
has made his passion and enthusiasm for The Greenbrier very
clear."

Based in White Sulphur Springs, West Virginia, Greenbrier Hotel
Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc.,
The White Sulphur Springs Co. is a wholly owned subsidiary of The
Greenbrier Resort and Management Corporation, which is wholly
owned by CSX Corporation.

Greenbrier Hotel and its affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


HANOVER INSURANCE: AM Best Hikes Capital Securities Rating to bb+
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to A
(Excellent) from A- (Excellent) and issuer credit ratings  to "a"
from "a-" of Hanover Insurance Group Property and Casualty
Companies (Hanover) (Worcester, MA) and its members. Additionally,
A.M. Best has upgraded the ICR to "bbb" from "bbb-" and debt
ratings to "bbb" from "bbb-" for senior debt and to "bb+" from
"bb" for capital securities of the publicly traded holding
company, The Hanover Insurance Group, Inc. (THG) (Worcester, MA)
[NYSE: THG]. The outlook for these ratings has been revised to
stable from positive. (Please see below for a detailed listing of
the companies and ratings.)

The upgrades reflect Hanover's excellent risk-adjusted
capitalization, stemming from improved operating earnings and the
elimination of dividends paid to THG from 2003 through 2007.  In
recent years, Hanover has sustained profitability and retained
surplus through improved underwriting performance and favorable
reserve development.  The ratings further reflect the improved
financial leverage and financial flexibility at THG since 2003.
Furthermore, A.M. Best recognizes the benefits from the sale of
THG's life insurance business.

Partially offsetting these positive rating factors is Hanover's
comparatively high underwriting leverage, primarily attributable
to significant dividends paid to THG prior to 2002, which
considerably reduced surplus.  However, leverage measures have
trended lower in recent years.

In addition, A.M. Best has upgraded the FSR to A (Excellent) from
A- (Excellent), the ICR to "a" from "a-" and revised the outlook
to stable from positive for Professionals Direct Insurance Company
(Grand Rapids, MI), which was acquired by THG in 2007.
Concurrently, A.M. Best has affirmed the FSR of A (Excellent) and
ICR of "a" of Verlan Fire Insurance Company (Bedford, NH),
acquired by THG in 2008.  The outlook for these ratings is stable.

The FSR has been upgraded to A (Excellent) from A- (Excellent) and
ICRs to "a" from "a-" for Hanover Insurance Group Property and
Casualty Companies and its members:

   -- Allmerica Financial Alliance Insurance Company
   -- Allmerica Financial Benefit Insurance Company
   -- Citizens Insurance Company of America
   -- Citizens Insurance Company of Ohio
   -- Citizens Insurance Company of the Midwest
   -- Citizens Insurance Company of Illinois
   -- The Hanover American Insurance Company
   -- The Hanover Insurance Company
   -- Hanover Lloyd's Insurance Company
   -- The Hanover New Jersey Insurance Company
   -- Massachusetts Bay Insurance Company
   -- AIX Specialty Insurance Company
   -- Nova Casualty Company

The ICR has been upgraded to "bbb" from "bbb-" for The Hanover
Insurance Group, Inc.

These debt ratings have been upgraded:

The Hanover Insurance Group, Inc.-
   -- to "bbb" from "bbb-" on $200 million 7.625% senior unsecured
      debentures, due 2025

AFC Capital Trust-
   -- to "bb+" from "bb" on $309 million 8.207% trust preferred
      securities, due 2027


HARRINGTON HOLDINGS: Moody's Affirms 'B2' Corporate Family Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed Harrington Holdings, Inc.'s B2
corporate family rating and revised its ratings outlook to
positive from stable.

The outlook revision reflects the company's favorable organic
sales/earnings growth trends that has resulted in ongoing
improvements in leverage and interest coverage metrics.  The
outlook revision also reflects the company's conservative posture
with respect to acquisitions since its recapitalization in 2007
and Moody's expectation that this will continue.  The outlook
revision is also supported by the company's good liquidity profile
with expectations for positive free cash flow, an undrawn
revolving credit facility, and significant headroom under the
financial covenants governing its credit facilities.  However, the
affirmation of the B2 rating continues to reflect the company's
small scale, the highly fragmented nature of the medical
distribution market, and concerns over longer-term acquisition
risk.

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $45 million senior secured revolving credit facility due 2013
     at B1 (LGD3, 43%). Point estimate revised from (LGD3, 42%);

  -- $174 million first lien senior secured term loan due 2014 at
     B1 (LGD3, 43%). Point estimate revised from (LGD3, 42%);

  -- $50 million second lien senior secured term loan due 2014 at
     Caa1 (LGD6, 90%).

Moody's subscribers can find additional information in the
Harrington Credit Opinion published on Moodys.com.

The last rating action was on July 22, 2008, when Moody's affirmed
Harrington's B2 corporate family rating and revised its ratings
outlook to stable from negative.  Harrington's ratings were
assigned by evaluating factors Moody's believe are relevant to the
credit profile of the issuer, such as i) the business risk and
competitive position of the company versus others within its
industry, ii) the capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside of Harrington's core industry and
Harrington's ratings are believed to be comparable to those of
other issuers of similar credit risk.

Harrington Holdings, Inc., headquartered in Cleveland, Ohio, is a
leading marketer and distributor of medical supplies and equipment
in the US.


HARTMARX CORP: Chicago Workers Take Stand Against Plant Closure
---------------------------------------------------------------
About 500 workers at the Chicago-based apparel firm Hart Schaffner
& Marx will hold a rally and historic "sit in" vote today, May 11,
to fight for their jobs as major lender and TARP fund recipient
Wells Fargo & Co. pushes for a bankruptcy closure of the facility.

The Hartmarx Workers will be joined by SEIU President Andy Stern,
Rep. Phil Hare, Illinois Treasurer Alexi Giannoulias and other
state and national leaders.

"Mirroring the struggle of 250 Republic Windows and Doors workers
who succeeded at saving their jobs last December, Hartmarx
workers, members of the union Workers United, an SEIU affiliate,
are receiving growing support from state and national leaders who
are slamming Wells Fargo -- a $25 billion taxpayer bailout
recipient -- for shortsightedly refusing to invest in U.S.
companies and workers," the workers' group said in a news
statement.

"Wells Fargo has received $25 billion in taxpayer assistance
through TARP.  In other words, the workers Wells Fargo may throw
out on the street have been subsidizing its operations during
these tough economic times.  So much for returning the favor,"
Congressman Phil Hare says.

Illinois Treasurer Giannoulias has vowed "Unless the company
remains open, [Wells Fargo] will not be doing business with the
state of Illinois any longer."

The Hartmarx workers' struggle sounds the alarm on what could be a
firestorm of job losses and company closures perpetuated by U.S.
financial institutions, the group notes.

Ruby Sims who has worked at Hartmarx for 31 years states "I can't
believe that a bank that got some of this [TARP] money would turn
around and do us like this."

In an effort to hold banks that have received over $450 billion in
taxpayer bailout funds accountable for mounting costs to U.S.
workers, the Service Employees International Union will announce
the formation of a toll-free hotline to gather stories of workers
hurt by shortsighted banking practices at Wells Fargo and other
financial institutions.

Chicago-based Hartmarx, the largest menswear manufacturing company
in the nation, filed for bankruptcy protection in January 2009
after U.S. banks curtailed its lines of credit.  The clothing
maker employs 3,500 across the nation, with about 1,000 of its
employees located in Rock Island and suburban Des Plaines where
suits for President Obama are made.

    WHEN:    Monday, May 11th at 10:00 a.m.-Noon CDT; Press
             Conference at 11:00 a.m. CDT

    WHERE:   Hart Schaffner & Marx factory, 1680 E. Touhy in Des
             Plaines.

             ** Reporters and camera crews will be allowed to
                observe an up or down vote on a "sit in" and
                interview workers afterwards. No one will be
                allowed inside the plant after 10:45 a.m. A rally
                will follow.

    WHO:     500+ Hartmarx suitmakers, SEIU President Andy Stern,
             Rep. Phil Hare, Illinois State Treasurer Alexi
             Giannoulias, other state and national leaders.

Workers United, an SEIU affiliate, is a union representing more
than 150,000 workers in the US and Canada who work in the laundry,
food service, hospitality, gaming, apparel, textiles manufacturing
and distribution industries. Workers United is a new incarnation
of the former ILGWU, ACTWU, UNITE and UNITE HERE unions.

The Service Employees International Union, with 2 million members
in Canada, the United States and Puerto Rico, is the fastest-
growing union in the Americas.  The union's members are in the
healthcare, public services and property services industries.

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

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


HAWKER BEECHCRAFT: Moody's Downgrades Default Rating to 'Ca'
------------------------------------------------------------
Moody's Investors Service lowered Hawker Beechcraft Acquisition
Company, LLC's probability of default rating to Ca from Caa2.  At
the same time, the company's corporate family rating of Caa2, B3
rating on secured bank facilities, Ca on subordinated debt and
speculative grade liquidity rating of SGL-3 were left unchanged.
However, instrument ratings covering Hawker Beechcraft's unsecured
fixed coupon notes were placed under review for possible
downgrade, and the rating on the unsecured PIK-election notes was
lowered to Ca.  The actions follow announcement by the company of
a tender offer to use $100 million of cash to purchase portions of
its outstanding unsecured fixed coupon notes, unsecured PIK-
election notes and subordinated notes at substantial discounts to
par value.  The tender would be financed from cash on hand which
has been supplemented by borrowings under the company's revolving
credit facility that is now fully drawn.  The outlook is
developing and is contingent upon the outcome of the tender offer
and greater clarity on how the company resolves its "balance sheet
management plans".

On May 4, 2009 Hawker Beechcraft announced it would initiate a
tender offer to acquire portions of its unsecured and subordinated
notes at various prescribed prices (all at substantial discounts
to par value) supplemented by early response premiums.  The tender
process follows open market purchases during the first quarter by
Hawker Beechcraft of the same collection of notes.  This was
deemed by Moody's to be a distressed exchange.  If the tender
transaction proceeds as structured, Moody's would also deem it to
be a distressed exchange, which constitutes an event of default
under Moody's definition of default.  Given recent trading prices
of the securities and the consideration being offered, Moody's
believes a significant amount of securities will be tendered.  The
designation of a distressed exchange along with the magnitude of
the implied discount to par on the notes leads to a revision of
the PDR to Ca.

The tender involves a cascade of priorities for acceptance with
the highest priority assigned to the senior unsecured PIK-election
notes, followed by the subordinated notes, and thirdly to the
senior unsecured fixed rate notes.  Should the full amount of $100
million be utilized in the tender process, Hawker Beechcraft could
reduce its junior debt between $238 million and $333 million
depending upon the mix of securities tendered and accepted.  On
top of the roughly $222 million of debt reduction accomplished in
the earlier open market purchases, the company could cumulatively
have reduced its balance sheet debt up to $460 million - $555
million, or some 19%-23% of its starting indebtedness at the time
of its acquisition in 2007 (amortization of the term loan,
drawings under the revolver and utilization of a trade payable
financing facility would also affect the final calculation).  On
their own, the reduction in indebtedness and related interest
expense represent developments that could improve the company's
debt service capabilities going forward.  However, demand levels
and prospects for future earnings and cash flows in its core
operations are under stress.  The resolution of these
countervailing trends, the ultimate amount of gross debt reduction
achieved from the tender and potential unwinding of a portion of
the revolving credit borrowings or other application of proceeds
flowing from the company's assessment of "balance sheet management
plans" leads to a developing outlook on the CFR.

The bank obligations are currently rated B3.  The expected loss on
these obligations will be affected by the amount and mix of junior
securities accepted in the tender process.  However, the range of
potential outcomes is anticipated to still result in B3 ratings.
Hence, ratings on these instruments have been affirmed.

The aggregate consideration offered to each of the junior debt
instruments is suggestive of expected loss rates associated with
obligations rated Ca.  However, the impact of the priority cascade
for acceptance raises some question on the potential loss
experience for the senior unsecured fixed coupon notes which will
have the lowest priority for acceptance.  Consequently the ratings
on those notes were placed under review for possible downgrade
based on uncertainty of the amounts and mix of tranches tendered
and accepted.  The rating on the senior unsecured PIK-election
notes was lowered to Ca based upon the expected loss implied from
the offered consideration and the likelihood that a portion of
these notes would be accepted in the tender process.  The rating
on the senior subordinated notes is currently Ca and the implied
expected loss from the tender process translates to the same
rating.

The SGL-3 rating, designating adequate liquidity, remains
unchanged.  During the first quarter, Hawker Beechcraft
experienced negative free cash flow and lowered the aggregate
amount of short-term notes payable.  As a result, its cash
position declined by some $305 million from year-end to roughly
$72 million.  Internal resources have been supplemented by the
$365 million draw under its revolving credit agreement after the
close of the quarter, but up to $100 million of cash would be
dedicated towards the tender process and some $79 million of
short-term notes remain outstanding.  Cash from operations less
capex is still expected to be modestly positive over the coming
year and would be positively impacted by any reduction in interest
expense flowing from the tender process.  However, a fully drawn
revolving credit facility adversely affects scores for external
liquidity.  Similarly, while the company was in compliance with
its net secured debt/EBITDA covenant at the end of first quarter,
deployment of cash in the tender process and other applications
that could be involved in the "balance sheet management"
assessment could tend to reduce the cushion under this covenant if
the application is other than towards secured debt reduction.
Alternate liquidity remains constrained from the extent of the
bank liens over the company's domestic asset base.

Ratings affirmed and updated loss-given-default assessments:

  -- Corporate Family Rating, Caa2
  -- Secured bank credit facilities, B3, (LGD-2, 27%)
  -- Senior subordinated, Ca (LGD-4, 66%)
  -- Speculative Grade Liquidity, SGL-3

Ratings changed:

  -- Probability of Default to Ca from Caa2

  -- Outlook to developing from stable

  -- Senior unsecured PIK-election notes to Ca (LGD-5, 70%) from
     Caa3 (LGD-5, 78%)

Ratings under review for possible downgrade:

  -- Senior unsecured fixed coupon notes Caa3 (LGD-5, 78%)

The last rating action was on April 2, 2009 at which time Hawker
Beechcraft's CFR and PDR were lowered to Caa2 and Caa2/LD
respectively.  The LD designation was subsequently removed.

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


HAYES LEMMERZ: S&P Downgrades Corporate Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Hayes Lemmerz International Inc. to
'CC' from 'CCC+', reflecting what S&P 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, S&P
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, S&P
would consider such an offer to be a distressed exchange and, as
such, tantamount to a default.  In S&P's 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, S&P's assessment of the
company's new capital structure and liquidity profile.  S&P's
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.


INTERMET CORP: Seek Until June 1 to File Chapter 11 Plan
--------------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

   -- file a Chapter 11 plan until June 1, 2009, and

   -- solicit acceptances of that plan until July 31, 2009.

The Debtors are seeking about a month extension of each of the
exclusive periods.

According to the motion, although the Debtors have made
significant progress under Chapter 11, they have to comply with
the extended transactions milestone contemplated in the global
customer agreement -- mainly negotiating and consummating an exit
from Chapter 11.

In addition, the Debtors say that they have not yet finalized the
terms of their exit strategy and needs more time to final their
Chapter 11 plan.  The terms of the exit strategy will pave the way
for an exit from bankruptcy in the next several months, the
Debtors expect.

A hearing is set for May 27, 2009, at 11:00 a.m., to consider the
Debtors' motion.  Objections, if any, are due May 18, 2009, by
4:00 p.m.

                        About Intermet Corp.

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.


JERRY BENFIELD: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jeffery L. Benfield
        April E. Benfield
        aka
        Blue Ridge Wood Products, Inc.
        aka
        Woodlawn Transportation
        aka
        Jeff Benfield Nursery, Inc.
        aka
        Benfield Land and Timber
        1105 Old Toe River Rd.
        Newland, NC 28657

Bankruptcy Case No.: 09-10539

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.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
------                       ---------------    ------------
RBC Bank                                          $6,833,405
200 Providence Road
Charlotte, NC 28207

RBC Bank                                          $3,389,405
2000 Providence Road           SECURED VALUE:     $3,444,000
Charlotte, NC 28202

Branch Banking & Trust                            $1,959,648
PO Box 58003
Charlotte, NC 28258-0

Carolina Farm Credit                              $1,800,000

Lighthouse Financial                                $485,878

American Bank Leasing                               $371,000

Rexel                                                $60,000

All Points Capital                                   $45,000

Madison Capital                                      $29,000

Carolina First Bank                                  $17,089


JG WENTWORTH: Moody's Downgrades Corporate Family Rating to 'C'
---------------------------------------------------------------
Moody's Investors Service downgraded J.G. Wentworth's Corporate
Family Rating and Senior Secured Bank Credit Facility to C from
Ca.  The Outlook is stable.

The rating action reflects Moody's view that there is a high
probability of default given the increasing pressure on the
Company's liquidity position, as well as very substantial loss
given default for the rated debt.

The last rating action on JGW was on February 25, 2009, when
Moody's downgraded the company's ratings to Ca and kept the
ratings under review.

J.G. Wentworth is located in Bryn Mawr, Pennsylvania, and reported
assets of approximately $236 million at December 31, 2008.


JOHN J. D'AMATO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: John J. D'Amato
        99 Oak Ridge Circle
        Weymouth, MA 02188

Bankruptcy Case No.: 09-14169

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Richard A. Mestone, Esq.
                  Mestone Hogan LLC
                  459 Broadway
                  Suite 204
                  Everett, MA 02149
                  Tel: (617) 381-6700
                  Fax: (617) 381-6703
                  Email: richard.mestone@mestonehogan.com

Total Assets: $1,756,395

Total Debts: $2,598,973

According to its schedules of assets and liabilities, $2,562,968
of the debt is owing to secured creditors and the remaining debt
to creditors holding unsecured nonpriority claims.

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

     http://bankrupt.com/misc/mab09-14169.pdf

The petition was signed by Mr. D'Amato.


KEYCORP: Among Largest Banks Needing More Capital in Stress Test
---------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


KNIGHT ENERGY: Taps Patton Boggs as Special Counsel, HD Objects
---------------------------------------------------------------
Knight Energy Corp. and Charles Hill Drilling, Inc., ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to employ Patton Boggs LLP as special counsel.

Patton Boggs will render legal services with respect to general
corporate, securities, and oil and gas issues to the extent
requested by the Debtors.

Patton Boggs assures the Debtors that it will work closely with
McElree & Smith, P.C., the proposed general restructuring counsel,
to avoid duplication of efforts.

The hourly rates of Patton Boggs personnel are:

     Alan Talesnick                 $445
     James Muchmore                 $475

Patton Boggs received $25,000 retainer.  The Debtors owed $169,940
for legal services rendered before the petition date.

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

The firm can be reached at:

     Patton Boggs LLP
     2001 Ross Ave., Suite 3000
     Dallas, TX 75201
     Tel: (214) 758-1500

                   HD Special-Situations Objects

HD Special-Situations, LP., a prepetition secured creditor,
objects to Debtors' application of Patton Boggs as special
counsel.

HD related that despite Debtors' allegations that undue time
and expense will be incurred if alternate counsel is used, there
is simply no reason for Debtors' to employ separate counsel.   The
size of this case does not justify the added expense to the estate
of another law firm.

HR adds that the Debtors do not identify or allege the existence
of any legal issue requiring specialized legal expertise.

HD does not consent to the use of its cash collateral for the
payment of PBLLP's fees.

                        About Knight Energy

On April 6, 2009, Irving, Texas-based Knight Energy Corp. filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code (Bankr. N.D. Tex. Case No. 09-
32163).  Charles Hill Drilling, Inc., the wholly owned subsidiary
of Knight, also filed a voluntary petition (Case No. 09-32165).
Each of Knight and CHD intend to continue to operate their
businesses and manage their properties as debtors-in-possession
under the jurisdiction of the Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Court.

David L. Campbell, Esq., at McElree Smith and H. Jefferson
LeForce, Esq., at Patton Boggs LLP represent the Debtor in its
restructuring efforts.

In March 2009, Knight Energy received a letter from HD Special-
Situations, L.P., notifying the Company that the Lender had
commenced foreclosure proceedings with respect to the assets that
secure the Company's obligations under the $4,250,000 15% Senior
Secured Promissory Note that the Company issued to the Lender in
October 2008.  The March 12, 2009 letter effectively served as a
triggering event accelerating the Company's obligations under the
Note because the Lender previously had waived the default but
preserved its right to give notice of foreclosure and to proceed
to foreclose as described below.

In February 2009, the Lender advised the Company of the occurrence
of certain "Events of Default" under the Note, which the Lender
subsequently waived shortly after the February 5, 2009 letter was
delivered to the Company.  Thereafter, on February 24, 2009, the
Lender notified the Company that it intended to commence
foreclosure proceedings regarding the Assets.  However, after
discussions between the Lender and the Company, on February 27,
2009, this notice also was withdrawn, and the Lender agreed to
discontinue the foreclosure proceedings, while reserving the right
to reinitiate those proceedings at its discretion.  The Lender
subsequently exercised its right to reinitiate these proceedings
in its March 12, 2009 letter, and the Company's obligations under
the Note were effectively accelerated.

The current amount due on the Note is $4,250,000, plus accrued
interest of approximately $135,000, as of March 1, 2009, and as a
result of the initiation of the foreclosure proceedings, the
Assets have been posted for a foreclosure sale to occur at the
Stephens County Courthouse in Breckenridge, Texas no earlier than
April 7, 2009.  The Debtors filed for bankruptcy April 6.

On March 5, 2009, Charles Hill received notice from the Internal
Revenue Service that the IRS had filed a lien against CHD's
current property, and any property that it acquires in the future,
in the amount of $118,375.82.  This lien represents withheld and
accrued payroll taxes that have not been paid by CHD for the
periods ended June 30, 2008, and September 30, 2008.


KNIGHT ENERGY: Wants to Hire McElree & Smith as Bankruptcy Counsel
------------------------------------------------------------------
Knight Energy Corp. and Charles Hill Drilling, Inc., ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to employ McElree & Smith, P.C., as general restructuring counsel.

McElree & Smith will, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtor-in-possession in the continued management and
      operation of their businesses and property;

   b) assist the Debtors in the disposition of assets as maybe
      appropriate; and

   c) negotiate with creditors of the Debtors and other parties-
      in-interest in formulating a Plan of Reorganization, and to
      take necessary legal steps to confirm the Plan, including,
      if need be, negotiations for financing the Plan.

David L. Campbell, Esq., a shareholder of MSPC, tells the Court
that MSPC received a $15,000 prepetition retainer from an investor
in KEC named Brian Cooney for the KEC representation.  As of the
petition date, $13,500 remains in the retainer.  MSPC also
received a $35,000 prepetition from an investor in KEC named
Advice Capital Management AG for the CHD representation.  As of
the petition date, $33,500 remains in the retainer.  The Debtors
will likely receive a $25,000 additional retainer from an investor
for the CHD representation.

The hourly rates of the firm's personnel are:

Lawyers:

     Raymond D. Smith                         $495
     Mark C. McElree                          $425
     David L. Campbell                        $400
     David A. Heidereich                      $315

Paralegals:

     Jacqualine A. Edwards                    $215
     Lily F. Bussey                           $175
     Barbara L. Barnes                        $110

Mr. Campbell assures the Court that MSPC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Campbell can be reached at:

     McElree & Smith, P.C.
     600 N. Pearl Street, Suite 1600
     Dallas, TX 75201
     Tel: (214) 953-1321
     Fax: (214) 953-0695

                    Secured Lender's Objections

HD Special-Situations, LP., a prepetition secured creditor of the
Debtors, objected to the Debtors' motion to employ McElree &
Smith, P.C. as counsel.

HD related that:

   -- The Debtors' application did not adequately describe the
      investors funding MSPC's retainer nor does it adequately
      describe the nature of the funds provided by the investors.
      This information is necessary to enable the Court to conduct
      the required review of payments to Debtors' counsel.

   -- The application stated that Brian Cooney paid $15,000 and
      Advice Capital Management AG paid $35,000.  The application
      did not disclose whether or not these individuals are equity
      investors, or, if so, what percentage of Debtors' equity
      they own.  Additionally, the application did not indicate
      whether these amounts are being provided as a loan to the
      Debtors or an equity contribution to the debtors.

   -- Also, the application stated that a third unnamed investor
      may provide an additional $25,000.

   -- Finally, the Debtors' application indicated $3,000 in
      withdrawals for prepetition services.

                        About Knight Energy

On April 6, 2009, Irving, Texas-based Knight Energy Corp. filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code (Bankr. N.D. Tex. Case No. 09-
32163).  Charles Hill Drilling, Inc., the wholly owned subsidiary
of Knight, also filed a voluntary petition (Case No. 09-32165).
Each of Knight and CHD intend to continue to operate their
businesses and manage their properties as debtors-in-possession
under the jurisdiction of the Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Court.

David L. Campbell, Esq., at McElree Smith and H. Jefferson
LeForce, Esq., at Patton Boggs LLP represent the Debtor in its
restructuring efforts.

In March 2009, Knight Energy received a letter from HD Special-
Situations, L.P., notifying the Company that the Lender had
commenced foreclosure proceedings with respect to the assets that
secure the Company's obligations under the $4,250,000 15% Senior
Secured Promissory Note that the Company issued to the Lender in
October 2008.  The March 12, 2009 letter effectively served as a
triggering event accelerating the Company's obligations under the
Note because the Lender previously had waived the default but
preserved its right to give notice of foreclosure and to proceed
to foreclose as described below.

In February 2009, the Lender advised the Company of the occurrence
of certain "Events of Default" under the Note, which the Lender
subsequently waived shortly after the February 5, 2009 letter was
delivered to the Company.  Thereafter, on February 24, 2009, the
Lender notified the Company that it intended to commence
foreclosure proceedings regarding the Assets.  However, after
discussions between the Lender and the Company, on February 27,
2009 this notice also was withdrawn, and the Lender agreed to
discontinue the foreclosure proceedings, while reserving the right
to reinitiate those proceedings at its discretion.  The Lender
subsequently exercised its right to reinitiate these proceedings
in its March 12, 2009 letter, and the Company's obligations under
the Note were effectively accelerated.

The current amount due on the Note is $4,250,000, plus accrued
interest of approximately $135,000, as of March 1, 2009, and as a
result of the initiation of the foreclosure proceedings, the
Assets have been posted for a foreclosure sale to occur at the
Stephens County Courthouse in Breckenridge, Texas no earlier than
April 7, 2009.  The Debtors filed for bankruptcy April 6.

On March 5, 2009, Charles Hill received notice from the Internal
Revenue Service that the IRS had filed a lien against CHD's
current property, and any property that it acquires in the future,
in the amount of $118,375.82.  This lien represents withheld and
accrued payroll taxes that have not been paid by CHD for the
periods ended June 30, 2008, and September 30, 2008.


KNIGHT ENERGY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Knight Energy Corp.
        aka Integrated Technology Group, Inc.
        909 Lake Carolyn Parkway, Suite 850
        Irving, TX 75039

Bankruptcy Case No.: 09-32163

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Charles Hill Drilling, Inc.                        09-32165

Type of Business: The Debtors acquire and operate drilling rigs
                  for natural gas and crude oil.

                  See http://www.knightenergycorp.com/

Chapter 11 Petition Date: April 6, 2009

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: David L. Campbell, Esq.
                  dcampbell@mspc.com
                  H. Jefferson LeForce, Esq.
                  jleforce@pattonboggs.com
                  Patton Boggs LLP
                  2001 Ross Ave., Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 758-1500

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1 million to $10 million

The petition was signed by Bruce Hall, chief financial officer.

The Debtors filed with the U.S. Bankruptcy Court for the Northern
District of Texas their list of unsecured creditors, disclosing:

      Entity                 Nature of Claim       Claim Amount
      ------                 ---------------       ------------
American Growth Funding      Loan                   $75,900
1507 Capital Ave., Suite 101
Plano, TX 75074

Whitley Penn                  Audit/Tax Services     $26,965
1400 West 7th Street
Suite 400
Forth Worth, TX 76102

CBRE Investors                Office Rent            $14,841
AFF SPIII 909
Lockbox No. 730024
Dallas, TX 75373-0024

Florida-Atlanta Stock
Transfer, Inc.                Transfer agent          $2,905

Wall Street Resources, Inc.   Consulting              $2,500

AT&T                          Office Telephone        $1,446

Omega Business Systems        Technology Storage      $1,170

Central Parking System
of TX, Inc.                   Office Parking           $876

Vintage Filings, LLC          SEC EDGAR Filings        $566

Walstreet international, Inc. Consulting               $399

PR Newswire                   Press Release            $395
McElree & Smith, P.C.
T-Mobile                      Mobile Telephone         $360

Georgia Department
of Revenue                    State Employee Taxes     $161

Broadridge                    Stockholder Mailing      $154


KNIGHT INC: Moody's Affirms 'Ba3' Junior Subordinated Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term debt ratings of
Knight, Inc., Kinder Morgan Energy Partners, L.P., and their
associated entities (KN Capital Trust I, KN Capital Trust III,
Kinder Morgan Finance Company, ULC, and Kinder Morgan G.P., Inc.),
downgraded KMP's commercial paper rating to Prime-3 from Prime-2,
and assigned a negative rating outlook to each of these entities.

Affirmed ratings include Knight's Ba3 junior subordinated and Ba1
senior first secured ratings and KMP's Baa2 senior unsecured note
rating.  However, KMP's CP rating was downgraded to Prime-3 from
Prime-2.  The long-term and CP ratings for Rockies Express
Pipeline LLC and the CP rating of Cortez Capital Corp. were not
affected by this rating action.

These actions reflect KMP's rising leverage, which is in part from
heavy spending in excess of cash flow for major additions to
perhaps the strongest portfolio already in the midstream MLP
space.  KMP's higher leverage this year also increases total
family leverage which includes Knight's debt and third party cash
flow. The negative outlook reflects that prior strategies and
current factors have increased leverage and uncertainty beyond
Moody's comfort zone for the ratings.  Traditionally equity
friendly strategies, the steady call on cash flow for large MLP
distributions to limited unit holders and the general partner, the
inherent risk of substantial up-cycle cost overruns and start-up
delays, and the current down-cycle in oil and gas markets
contributed to leverage as well.

Factors that will affect whether the outlook evolves to further
negative action include 2009 and expected 2010 cash flow trends;
avoiding further material cost overruns and project completion
delays; whether KMP funds a large majority of its planned
approximately $700 million 2009 equity offering in the public
markets or, instead, to the degree it issues that equity directly
to Knight and Knight funds the purchase with revolver borrowings.

The cash flow shortfall is higher than originally planned. This is
partly due to the previously announced additional $300 million
cost overrun at the Rockies Express Pipeline pipeline project and
another $100 million overrun at MidContinent Express, in each case
50% of which is KMP's share.  REX started 2008 with a $5.8 billion
cost estimate (100%) and the number is now $6.6 billion. During
the second half of 2008, KMP announced a large cost overrun for
its Louisiana pipeline project which carried over into 2009.  The
cash flow shortfall also stems from weak realized oil and natural
gas liquids prices at the oil and gas production/CO2 business and
the impact of reduced U.S. domestic refined product consumption on
pipeline and terminal throughput.  These are partially offset by
gains in the natural gas transmission business and cost
reductions.

For a second consecutive quarter, KMP's first quarter 2009
distributable cash flow (principally net income plus depreciation
minus sustaining capital spending but before growth capex) was
below MLP cash distributions.  In Moody's view, given the weak oil
and gas price outlook, Moody's would expect a four to five quarter
stretch in which distributable cash flow is less than
distributions, adding somewhat to the required external funding to
for $2.8 billion in expected 2009 growth capital spending.  While
KMP has firm direct and back-up sources for funding that need, in
Moody's view leverage would likely rise in each case.  However,
importantly, with the expected progressive start-ups of the final
REX East and MidContinent project pipeline stages this year, KMP's
cash flow generation capacity would rise as the year progresses.

In addition, Moody's are adopting higher estimates for KMP's
functional sustaining capital spending to reflect Moody's estimate
of annual spending needed to sustain full oil and gas reserve
replacement at the CO2 unit which is largely an oil and gas
exploitation, development, and production company involved in
enhanced oil and natural gas liquids production.  This is
complicated by the fact that KMP experienced a proportionately
large negative price driven reserve revision (32 mmboe) at year-
end 2008 and a positive price and performance driven revision (15
mmboe) at year-end 2007.  The unit reports $1 billion of 2006-2008
capital spending, falling reserves over that time frame, and
essentially flat 2008 production versus 2007, indicating very high
capital intensity per unit of production.  During the time oil
prices were elevated, the unit achieved strong margins on that
production.  In first quarter 2009, the unit also reported a
production increase.  Under definitions within KMP's partnership
agreement, it reports $7.5 million in annual sustaining capex for
the oil and gas production/CO2 business.  However, in Moody's view
in functional terms this number appears to well exceed $225
million per year.

Our higher functional sustaining capital spending number reduces
Moody's calculation of distributable cash flow and increases the
distribution coverage shortfall.  The challenge of tailoring MLP
distributions to expected distributable cash flow is complicated
by the presence of a significant capital intensive oil and gas
production/CO2 business in the mix.

Moody's expects higher peak leverage for both KMP standalone and
the consolidated Knight/KMP group, with eventual leverage
reduction starting from higher levels in 2010 at a time of likely
still muted demand for oil, refined products, and natural gas.
Sustained economic weakness on cash flows, further project cost
overruns and/or start-up delays, and/or equity market weakness
could slow the deleveraging process.

KMP standalone Debt / EBITDA at year-end 2008 was 4.35x, under its
bank revolver definitions, and is likely to rise during 2009.
KMP's bank leverage covenant is currently a 5x Debt/EBITDA test,
and allows for pro forma adjustments for expansion projects and
acquisitions.  The margin of covenant clearance is likely to
narrow during 2009.

Consolidating KMP and Knight together, year-end 2008 Moody's
adjusted Debt / EBITDA was 5.5x and appears to be heading to more
than 5.6x by year-end 2009.  To the degree KMP issues its planned
$700 million in equity to Knight and Knight funds that with
revolver borrowings, consolidated leverage could rise as high as
roughly 6x.  The consolidated leverage figures are quite high for
this rating level.

The last rating action was on April 14, 2008 when Moody's upgraded
the debt of Knight and its supported subsidiaries to senior
secured Ba1 from Ba2 and to junior subordinated Ba3 from B1 as
well as upgrading Kinder Morgan G.P., Inc.'s preferred stock to
Ba1 from Ba2.

Kinder Morgan Energy Partners, L.P. and Knight, Inc. are
headquartered in Houston, Texas.


LEHMAN BROTHERS: To Pay PBGC $127.6 Million to Settle Pensions
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York of a settlement agreement with the Pension Benefit
Guaranty Corporation regarding the termination of the Lehman
Brothers Holdings Inc. Retirement Plan.

The Settlement Agreement dated May 4, 2009, provides, interalia,
for a payment of $127,600,000 plus certain interest to the PBGC in
respect of its claims against the Debtors and the LBHI Controlled
Group.

The Debtors relate that the Settlement Agreement:

   -- will allow the Debtors to move forward unimpeded in the
      administration of their Chapter 11 cases, including, most
      importantly, their ability to dispose of "controlled group"
      assets to maximize value for their stakeholders;

   -- relieves the Debtors from the distractions posed by the
      complex and time-consuming district court action commenced
      by the PBGC to terminate the Plan and requires, upon
      consummation of the Settlement Agreement, that the PBGC
      release its claims regarding the Plan against the Debtors'
      estates and the members of the LBH' Controlled Group,
      including its claims for the unfunded benefit liabilities of
      the Plan and premiums payable to the PBGC.

            The Retirement Plan and Title IV of ERISA

The Plan provides pension benefits to certain present and former
employees of Lehman and to their beneficiaries.  The Plan has
approximately 22,000 participants.  The Plan is sponsored by LBHI,
and the Employee Benefit Plans Committee of LBHI is the Plan
Administrator.  As of January 1, 2008, the Plan had $1.2 billion
in assets and approximately $1.040 billion in total benefit
liabilities.  Largely due to market events occurring after
September 15, 2008, the value of the assets of the Plan declined
significantly, which resulted in the Plan being underfunded
relative to its total benefit liabilities.

The plan sponsor and each member of its "controlled group" as of
the termination date of the plan are jointly and severally liable
to the PBGC for the amount of unfunded benefit liabilities of the
pension plan.  Title IV also provides for the payment by the plan
sponsor and its controlled group of a termination premium.

If the plan sponsor and its controlled group members fail to pay
the liability upon demand, the PBGC may file statutory liens
against any property of the plan sponsor or controlled group
members in an amount not to exceed 30% of the aggregate positive
net worth of the controlled group.

                     The Settlement Agreement

LBHI, the Benefits Committee, NBH and the PGBC entered into the
Settlement Agreement that provides for termination of the Plan
with a termination date of Dec. 12, 2008, and resolution of the
PBGC's claims for unfunded benefit liabilities and additional
premiums.  The Settlement Agreement also requires, upon the
satisfaction of certain conditions, that the PBGC not file any
liens on the assets of the LBHI Controlled Group and cause any
previously filed liens to be released.

The Settlement Agreement includes these salient terms:

   -- Trusteeship Agreement. If the Settlement Agreement is
      approved by the Bankruptcy Court, the PBGC and the Benefits
      Committee will enter into a trusteeship agreement pursuant
      to which the PBGC will be appointed as the Plan's statutory
      trustee and Dec. 12, 2008, will be set as the date of
      termination of the Plan.

   -- Settlement Amount.  An aggregate payment to the PBGC in cash
      totaling $127,600,000 plus interest as agreed, will be made
      in full settlement and release of all claims of the PBGC
      against the LBHI Controlled Group and all claims against the
      LBHI Controlled Group in the Chapter 11 cases arising from
      or relating to the Plan; provided, however, that claims for
      fiduciary breach against any non-debtor member of the LBHI
      Controlled Group will not be released.

   -- Adequate Protection.  In accordance with the Adequate
      Protection Agreement, the Escrow Agreement was executed on
      April 29, 2009, establishing the Escrow Account to cover the
      Settlement Amount.  In the event the Settlement Agreement is
      not approved, the parties have agreed, pursuant to a side
      letter agreement that (i) $12,400,000 will be released and
      returned to NBH, and (ii) the remaining $115,200,000 will
      remain in the Escrow Account according to the terms of the
      Escrow Agreement and the Adequate Protection Agreement.

   -- Payment. If there is a Final Judgment approving the
      Settlement Agreement, within three business days of the
      later of (i) the earlier of the Closing or June 30, 2009,
      and (ii) the date upon which the PBGC and the Benefits
      Committee will have entered into the Trusteeship Agreement,
      NBH will instruct, or LBHI will cause such other LBHI
      Controlled Group member with authority to instruct, the
      Escrow Agent to release the Settlement Amount to the PBGC.

   -- Liens.  PBGC agrees to not file any liens on the assets of
      any member of the LBHI Controlled Group as of December 12,
      2008, while the Escrow Agreement is in place. Upon payment
      of the Settlement Amount, PBGC will cause any previously
      filed liens to be forever released.

   -- Withdrawal of Claims.  On the later of (i) the payment in
      full of the Settlement Amount and (ii) the Effective Date,
      the PBGC will withdraw all filed claims in the chapter 11
      cases regarding the Plan and agrees not to file any claims
      in any of the chapter 11 cases or in a case that may be
      commenced in the future under the Bankruptcy Code or other
      similar proceeding by or against any member of the LBHI
      Controlled Group, other than claims for breach of fiduciary
      duty.

   -- District Court Action.  The District Court Action will be
      stayed pending a Final Judgment regarding the Settlement
      Agreement.  If there is a Final Judgment denying approval of
      the Settlement Agreement or if the Benefits Committee fails
      for any reason to execute the Trusteeship Agreement by the
      later of (i) June 30, 2009, or (ii) the third day after a
      Final Judgment approving the Settlement Agreement, the PBGC
      may, in its sole discretion, reactivate the District Court
      Action.  If the Settlement Agreement is approved, then, on
      the later of (i) payment in full of the Settlement Amount
      and (ii) the Effective Date, the PBGC will dismiss the
      District Court Action.

The Debtors are authorized to execute, deliver, implement
and fully perform any and all obligations, instruments, documents
and papers and to take any and all actions reasonably necessary or
appropriate to consummate the Settlement Agreement and perform any
and all obligations contemplated therein.

                    Lehman Brothers' Collapse

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

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LOUISIANA HOSPITAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Louisiana Hospital Center, L.L.C.
                127 Carondelet Street
                New Orleans, LA 70130

Case Number: 09-11346

Involuntary Petition Date: May 7, 2009

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Petitioner's Counsel: Patrick S. Garrity, Esq.
                      pgarrity@steffeslaw.com
                      Steffes, Virgiello & McKenzie, LLC
                      13702 Coursey Blvd.,  Building 3
                      Baton Rouge, LA 70816
                      Tel: (225) 751-1751
                      Fax: (225) 751-1998

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Cardiovascular Hospitals of    loan                 $1,500,000
America, LLC
9350 East 35th St. North
Suite 104
Wichita, KS 67226

Tangi East, LLC                loan                 $550,000
71172 Hickham Field Lane
Covington, LA 70433


LUMINENT MORTGAGE: District Court OKs $8MM Class Action Settlement
------------------------------------------------------------------
Lowey Dannenberg Cohen and Hart, P.C., said that on April 29,
2009, Judge Phyllis J. Hamilton of the U.S. District Court for the
Northern District of California gave final approval to the
$8,000,000 settlement of a securities class action on behalf of a
class of investors in Luminent Mortgage Capital, Inc., common
stock and options during the period February 9, 2007, through
August 6, 2007.

Lead Counsel Lowey Dannenberg represented Lead Plaintiff Southern
Investment Company on behalf of the Class.

The settlement payment resolved claims that Luminent senior
officers, which invested in mortgage-backed securities and
mortgage loans, falsely represented Luminent's ample liquidity,
exposure to subprime debt and the safety of its upcoming dividend
payment.  The bullish representations were alleged to have invited
investors' confidence just weeks before the Company disclosed a
credit crisis and suspended its dividend in early August 2007,
which resulted in an immediate 85% decline in the value of its
stock.  Luminent subsequently filed for Chapter 11 protection.

In approving the settlement Judge Hamilton praised the recovery as
"excellent" particularly in light of the bankruptcy, observing
that the Class response reflected that it was an "extraordinary"
outcome.

Barbara Hart, Esq., head of Lowey Dannenberg's Securities
Litigation practice observed, "the Lowey team had to work
effectively with industry experts to analyze the intricacies of
the mortgage back securities at issue and to untether the Class'
recovery from the bankruptcy process for the benefit of the
shareholders.  Partner David Harrison, Esq., the principal
litigator on the matter observed, "the result is about 17% of
damages, a tremendous result for the shareholders. Luminent class
members should file claims now because I'm proud to say there is
real money available to compensate for their losses."

Lowey Dannenberg -- http://www.lowey.com/-- is a plaintiffs'
class action law firm.

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on Sept. 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


LYONDELL CHEMICAL: 13 Non-Operating Entities Added to Chapter 11
----------------------------------------------------------------
LyondellBasell Industries on May 8 added 13 non-operating entities
to Lyondell Chemical Company's reorganization filing under Chapter
11 of the U.S. Bankruptcy Code.  All of the entities are U.S.
companies and were added to the original Chapter 11 filing for
administrative purposes.  The filings will have no impact on
current business or operations as none of the entities
manufactures or sells products.

LyondellBasell also announced that the Claims Bar Date will be
moved to June 30, 2009, to have only one claims deadline for all
entities in Chapter 11.

LyondellBasell continues to conduct business worldwide while the
company develops its reorganization plan as part of the Chapter 11
process. No LyondellBasell manufacturing operation located outside
of the United States has applied for or become involved in
insolvency or bankruptcy proceedings in its respective home
country.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24 in order to
seek protection against claims by certain financial and U.S. trade
creditors.

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


LYONDELL CHEMICAL: Updated Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Lyondell Chemical Company
       1221 McKinney Street
       Houston, TX 77010

Bankruptcy Case No.: 09-10023

Debtor-affiliates filing separate Chapter 11 petitions on
May 8, 2009:

       Entity                                     Case No.
       ------                                     --------
Basell Capital Corporation                        09-12940
Basell Impact Holding Company                     09-12942
Equistar Bayport, LLC                             09-12943
Equistar Polypropylene, LLC                       09-12944
Lyondell General Methanol Company                 09-12945
Lyondell Intermediate Holding Company             09-12947
Lyondell Bayport, LLC                             09-12949
Lyondell Chemical Holding Company                 09-12950
Quantum Pipeline Company                          09-12951
Lyondell Chemical Wilmington, Inc.                09-12952
LPC Partners, Inc.                                09-12953
SCM Chemicals Inc.                                09-12955
Equistar Funding Corporation                      09-12956

Debtor-affiliates filing separate Chapter 11 petitions on
April 24, 2009:

       Entity                                     Case No.
       ------                                     --------
LyondellBasell Industries AF S.C.A.               09-12518
LyondellBasell AFGP S.a.r.l. Gerber               09-12519

Debtor-affiliates filing separate Chapter 11 petitions on
January 6, 2009:

       Entity                                     Case No.
       ------                                     --------
Basell Finance USA Inc.                            09-10021
HOISU Ltd.                                         09-10022
LBIH LLC                                           09-10025
Lyondell Europe Holdings Inc.                      09-10026
LeMean Property Holdings Corporation               09-10027
Lyondell Houston Refinery Inc.                     09-10028
Lyondell LP4 Inc.                                  09-10029
Lyondell Petrochemical L.P. Inc.                   09-10030
Millennium America Inc.                            09-10031
Circle Steel Corporation                           09-10032
Basell USA Inc.                                    09-10033
Basell North American Inc.                         09-10034
Duke City Lumber Company, Inc.                     09-10035
Equistar Chemicals, LP                             09-10036
Glidco Leasing, Inc.                               09-10037
Houston Refining LP                                09-10038
H.W. Loud Co.                                      09-10039
Glidden Latin America Holdings Inc.                09-10040
HPT 28 Inc.                                        09-10042
HPT 29 Inc.                                        09-10043
ISB Liquidating Company                            09-10044
LBI Acquisition LLC                                09-10045
IMWA Equities II, Co., L.P.                        09-10047
Lyondell Asia Pacific Ltd.
Lyondell Chemical Delaware Company
Lyondell Chemical Espana Co.
Lyondell Chemical Europe Inc.
Lyondell Chemical International Co.
Lyondell Chemical Nederland Ltd.
Lyondell Chemical Products Europe LLC
Lyondell Chemical Properties LP
Lyondell Chemical Technology Management Inc.
Lyondell Chemical Technology 1 Inc.
Lyondell Chemical Technology LP
Lyondell Chimie France LLC
Lyondell-Equistar Holdings Partners
Lyondell Greater China Ltd.
Lyondell LP3 GP LLC
Lyondell LP3 Partners LP
Lyondell (Pelican) Petrochemical LP 1 Inc.
Lyondell Refining Company LLC
Lyondell Refining I LLC
LyondellBasell Advanced Polyolefins USA inc.
LyondellBasell Finance Company
MHC Inc.
Millennium America Holdings Inc.
Millennium Chemicals Inc.
Millennium Holdings LLC
Millennium Petrochemicals GP LLC
Millennium Petrochemicals Inc.
Millennium Petrochemicals LP LLC
Millennium Petrochemicals Partners LP
Millennium Realty Inc.
Millennium Specialty Chemicals Inc.
Millennium US Op Co. LLC
Millennium Worldwide Holdings I Inc.
MWH South America LLC
National Distillers & Chemical Corporation
NDCC International II Inc.
Nell Acquisition (US) LLC
Penn Export Company Inc.
Penn Navigation Company
Penn Shipping Company Inc.
PH Burbank Holdings Inc.
Power Liquidating Company Inc.
Quantum Acceptance Corporation
SCM Plants Inc.
Suburban Propane GP Inc.
Tiona Ltd.
UAR Liquidatiing Inc.
USI Chemicals International Inc.
USI Credit Corp.
USI Puerto Rico Properties Inc.
Walter Kidde & Company Inc.
Wyatt Industries Inc.

Type of Business: LyondellBassel; is is refiner of crude oil; a
                 significant producer of gasoline blending
                 components; a global manufacturer of chemicals
                 and polymers, including polyolefins and advanced
                 polyolefins; and the leading developer and
                 licensor of technologies for the production
                 of polymers.

                 Following the acquisition of Lyondell in 2007,
                 LyondellBasell became the world's largest
                 independent producer of polypropylene and
                 advanced polyolefins products, a leading
                 supplier of polyethylene, and a global leader in
                 the development and licensing of polypropylene
                 and polyethylene processes and related catalyst
                 sales.  The group is estimated to generate 2007
                 revenues of USUS$44 billion and EBITDA of
                 US$4.1 billion reflecting strong performance of
                 Lyondell and Basell businesses at the top of the
                 cycle.

                 See http://www.lyondellbasell.com/

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

Judge: Robert E. Gerber

Debtor's Counsel:  Deryck A. Palmer, Esq.
                  deryck.palmer@cwt.com
                  Cadwalader, Wickersham & Taft LLP
                  One World Financial Center LLP
                  New York, NY 10281
                  Tel: (212)504-6000
                  Fax: (212)504-6666

Financial Advisor: Evercore Partners
                  55 East 52nd Street
                  New York, NY 10055
                  http://www.evercore.com
                  Tel: 212.857.3100
                  Fax: 212.857.3101

Restructuring
Advisor:           Alix Partners and its subsidiary AP
                  Services LLC

Chief
Restructuring
Officer:           Kevin M. McShea
                  AlixPartners, LLP
                  9 West 57th Street
                  Suite 3420
                  New York, New York 10019
                  http://www.alixpartners.com
                  Tel: 212.490.2500
                  Fax: 212.490.1344

Restructuring
Advisor to
European entities: Clifford Chance LLP

Total Assets: US$27,117,000,000 as of Nov. 13, 2008

Total Debts: US$19,337,000,000 as of Nov. 13, 2008

The Debtor's Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
The Bank of New York           LyondellBasell    US$615,000,000
as Indenture Trustee           Industries AF SCA EUR500,000,000
One Canada Square
48th Floor London
E14 5AL
England

Global Trust Services
Tel: 44-207-570-1784
Fax: 44-207-964-6030

The Bank of New York           Millennium        US$241,395,000
as Indenture Trustee           America Inc.
Attn: Christopher Greene       7.625% Senior
101 Barclay Street, 8 West     unsecured notes
New York, NY 10286             due 2026
Tel: (212) 815-2923
Fax: (212) 815-2704

Petroles Der Venezuela SA      trade debt        US$233,631,019
Attn: Alexis Reyes Balza
Edif Padvsa Torre Dests
Caracas, Venezuela
Tel: 58-212-708-1893
Fax: 58-212-708-3944

BASF Corp                      judgment          US$206,407,918
Attn: Christopher Landau
Kirkland & Ellis LLP
655 15th St., NW, Suite 1200
Washington, DC 20005
Tel: (202) 879-5087
Fax: (202) 879-5200

Sonatrach                      trade debt        US$206,407,918
Attn: F. Benouzid
Djenane El Malik Hydra
Algiers, Algeria 16035
Tel: (213) 2154-8011
Fax: (213) 2154-7700

GIM Channelview Congeneration  trade debt        US$93,237,221
8580 Sheldon Road
Houston, Texas 77049
Tel: (212) 325-2542
Fax: (212) 322-2882

Linde Gas LLC                  trade debt        US$15,120,054
Attn: Ruth Ann Pruitt
Enterprises Texas Pipeline
889760 Expedite Way
Chicago, Il 60695
Tel: (713) 767-4136
Fax: (713) 767-4150

Calpine Corporation            trade debt        US$12,000,000
Attn: Shirley Matthews
12000 Lawndale
Houston, TX 77017
Tel: (713) 456-1331
Fax: (713) 456-1335

Castor Americas Inc.           trade debt        US$10,909,397
360 Madison Avenue, 19th flr.
New York, NY 10017

Enterprises Texas Pipeline     trade debt        US$10,543,050
LLC
Attn: Mike Stevens
1100 Louisiana
Houston, TX 77002
Tel: (713) 381-6900
Fax: (713) 381-6573 or
    (713) 381-788

Chevron Phillips Chemical      trade debt        US$10,276,934
Co.
Attn: Erin Lane
10001 Six Pines Drive
The Woodlands, TX 77381
Tel: (832) 813-4839
Fax: (832) 813-6051

Air Products LLC               trade debt        US$8,940,466
Attn: Ralph Alva
Dept. CH10200
Palatine, IL 60055
Tel: (713) 964-4054
Fax: (800) 545-4548

Air Liquide America Corp.      trade debt        US$8,940,466
1091 PPG Drive
Westlake, LA 70669
Tel: (713) 896-2173
Fax: (713) 642-8030

SAP America Inc.               trade debt        US$7,206,052
3999 W. Chester Pike
New Square, PA 19073
Tel: (610) 661-1000
Fax: (610) 661-4013

Jacobs Filed Services North    trade debt        US$6,800,086
America
Attn: Mike Wagner
1401 Elm Street
Dallas, TX 75202
Tel: (713) 669-8400
Fax: (713) 321-6216

BASF Corporation               trade debt        US$6,673,978
Attn: Gerald Flood
100 Campus Drive
Florham Park, NJ 07932
Tel: (713) 759-3092
Fax: (800) 634-9105

Wyatt Field Service Company    trade debt        US$6,535,171
2060 North Loop West
Houston, TX 77018
Tel: (713) 684-4573
Fax: (713) 937-0931

Kirby Inland Marine            trade debt        US$6,177,481
PO Box 200788
Houston, TX 77216-0788
Tel: (713) 435-1000
Fax: (713) 435-1515

Morris Congeneration LLC       trade debt        US$5,033,947
Attn: Carolyn Gibson
33 South Grand Avenue
Suite 1570
Los Angeles, CA 90071
Tel: (815) 941-0765
Fax: (815) 941-1375

Veolia Environment Services    trade debt        US$4,974,965
Attn: Vance Whatley
PO Box 70610
Chicago, IL 60673
Tel: (713) 307-2113
Fax: (713) 321-6001

Arco Midcon LLC                trade debt        US$4,860,683
Attn: Janet Sabio
15600 JFK Blvd., Suite 300
Houston, TX 77032
Tel: (281) 366-4757
Fax: (713) 986-5426

Union Pacific Railroad         trade debt         US$4,508,100
12567 Collections Center
Drive
Chicago, IL 60693
Tel: (402) 544-0211
Fax: (402) 501-0027

BEELINE.COM Inc.               trade debt        US$3,941,868
12724 Gran Bay Pkwy.
W. Suite 200
Jacksonville, FL 32258
Tel: (713) 309-3203
Fax: (904) 527-5827

Brock Services Ltd.            trade debt        US$3,915,346
Attn: Paul Brown
2022 Humble Place Drive
Humble, TX 77338
Tel: (409) 838-2282
Fax: (713) 321-4582

Chemtrade Refinery Services    trade debt        US$3,765,034
Inc.
Attn: Diana Piva
PO Box 30
Beaumont, TX 77704
Tel: (416) 496-4148
Fax: (281) 446-1729

Norfolk Southern               trade debt        US$3,744,752
Attn: Bridget Baldwin
PO Box 532729
Atlanta, GA 30353
Tel: (404) 529-2209
Fax: (404) 589-6740

Arcardis                       trade debt        US$3,570,657
4815 Prospectus Drive
Durham, NC 27713
Tel: (919) 544-4535
Fax: (281) 497-7258

Computer Services Corp.        trade debt        US$3,509,883
3179 Fairview Park Dr.
Falls Church, VA 22042
Tel: (703) 876-1000
Fax: (703) 641-3990

Westlake Petrochemical         trade debt        US$3,500,314
Corporation
Attn: Peter Kestner
2801 Post Oak Blvd.
Houston, TX 77056
Tel: (713) 585-2921
Fax: (337) 583-4996

Kellog, Brown & Root           trade debt        US$3,410,715
Industrial
PO Box 951009
Dallas, TX 75395
Tel: (214) 752-8300
Fax: (214) 752-8366

Chevron Products Company       trade debt        US$3,403,234
Attn: Valerie Booth
Chevron Products
1400 Smith St.
Houston, TX 77002
Tel: (713) 372-5286
Fax: (281) 582-5732

S&B Engineering &              trade debt        US$3,312,809
Contractors
7825 Park Place Blvd.
Houston, TX 77087
Tel: (713) 845-4024
Fax: (713) 847-5327

Austin Industrial              trade debt        US$3,295,071
PO Box 87888
Houston, TX 77287
Tel: (713) 641-3400
Fax: (713) 641-2424

Catalyst Service Inc.          trade debt        US$3,206,830
Attn: Paul Chaskey
PO Box 201143
Dallas, TX 75320
Tel: (281) 471-5522
Fax: (281) 478-2693

Stolt Tankers                  trade debt        US$3,155,250
800 Connecticut Avenue
4th Floor East
Norwalk, CT 06854
Tel: (203) 838-7100
Fax: (281) 860-5145

CIBO Specialty Chemicals       trade debt        US$3,152,745
Attn: Kendal Goodell
PO Box 3475
Tulsa, OK 74101
Tel: (918) 615-7941
Fax: (918) 615-7023

JV Industrial Companies Ltd.   trade debt        US$3,119,377
2221 Sens Road
La Porte, TX
Tel: (281) 842-9353
Fax: (281) 471-9353

A. Schulman Inc.               trade debt        US$3,101,798
3550 W. Market Street
Suite 300
Akron, OH 44333
Tel: (248) 643-6100
Fax: (248) 643-7839

BP Products North American     trade debt        US$3,089,011
Inc.
PO Box 3092
Houston, TX 77253
Tel: (281) 366-4331
Fax: (281) 366-7546

Tauber Oil Inc.                trade debt        US$3,024,000
PO Box 4645
Houston, TX 77210
Tel: (713) 869-8700
Fax: (713) 879-8069

Burlington Northern Santa Fe   trade debt        US$2,966,815
Attn: Todd Whitmore
3115 Solutions Center
Chicago, IL 60677
Tel: (785) 435-3637
Fax: (785) 436-6767

Basic Industries               trade debt        US$2,847,272
PO Box 1334
Houston, TX 77251
Tel: (225) 756-7660
Fax: (713) 675-8691

ExxonMobil Chemical Co.        trade debt        US$2,847,272
Attn: Deanna Foltyn
13501 Katy Freeway
Houston, TX 77079
Tel: (281) 870-6848
Fax: (304) 747-2154

Sunoco Chemicals               trade debt        US$2,732,611
8811 Strang Road
La Porte, TX 77571
Tel: (281) 476-0303
Fax: (281) 930-2070

CDI Engineering Group Inc.     trade debt        US$2,717,576
PO Box 88924
Chicago, IL 60695-1924
Tel: (713) 354-0602
Fax: (713) 309-2086

Marathon Petroleum Company     trade debt        US$2,705,279
LLC
PO Box 3128
Houston, TX 77253
Tel: (713) 629-6600
Fax: (419) 421-4565

Methanex Methanol Company      trade debt        US$2,674,473
15301 Dallas Pkwy, Suite 1150
Addison, TX 75001
Tel: (972) 308-0412
Fax: (972) 960-7908

Centerpoint Energy Gas Rec.    trade debt        US$2,630,177
LLC-CGSI
Attn: Mary Trevino
PO Box 200905
Houston, TX 77216
Tel: (713) 207-3503
Fax: (713) 951-1689

The petition was signed by vice-president Alan S. Bigman.


LYONDELL CHEMICAL: Parent Sees Mid-December Ch. 11 Emergence
------------------------------------------------------------
LyondellBasell Industries CEO Volker Trautz said that the Company
would emerge from Chapter 11 bankruptcy in the middle of
December 2009, Lisa Jucca at Reuters reports.

Citing Mr. Trautz, Reuters relates that LyondellBasell is on track
with its restructuring plan and its liquidity situation is stable.
Reuters quoted Mr. Trautz as saying, "What makes me confident is
the current performance of the company and the way we work
together with the lenders.  So far we are within our work plan."

According to Reuters, Mr. Trautz said that he didn't expect
LyondellBasell to arrange large sales of assets to raise cash.
Small sales might be possible, the report says, citing Mr. Trautz.
"Assets are valued at a very low level at the moment.  It may
happen that we sell some small assets.  I doubt that with the
current valuations our lenders will ask us to sell something
bigger," the report quoted Mr. Trautz as saying.

Mr. Trautz, Reuters relates, said that he expected the
petrochemical industry to follow in the steps of the automotive
industry and consolidate.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  About a year after
completing the merger, LyondellBasell Industries' U.S. operations
and one of its European holding companies -- Basell Germany
Holdings GmbH -- filed voluntary petitions to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to
facilitate a restructuring of the company's debts.  The case is In
re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case
No. 09-10023).  Seventy-nine Lyondell entities, including Equistar
Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals
Inc., and Wyatt Industries, Inc., filed for Chapter 11.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately $8 billion in DIP financing to
fund continuing operations.  The DIP financing includes two credit
agreements: a $6.5 billion term loan (comprising $3.25 billion in
new loans and a $3.25 billion roll-up of existing loans) and a
$1.57 billion asset-backed lending facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24 in order to
seek protection against claims by certain financial and U.S. trade
creditors.

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


MAGNA ENTERTAINMENT: Hearing on State's Appeal to Ruling Moved
--------------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the District of Delaware has postponed the hearing on a challenge
by Maryland officials to a ruling issued in the bankruptcy case of
Magna Entertainment Corp.

The AP relates that the court ruling being challenged prevents
government entities from interfering with Magna Entertainment's
properties or denying the Company any licenses simply because it
is in bankruptcy.

Maryland and Baltimore officials, The AP states, are seeking to
ensure that Pimlico and the Preakness stay in Maryland.

According to The AP, the Court was scheduled to hear on Thursday
the arguments on requests by the attorneys for the state of
Maryland and city of Baltimore to reconsider an order that they
think grants Magna Entertainment too much protection.  Court
documents say that it has been moved to June 11.

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.


MARCOS DEVARIE DIAZ: Wants Additional 20 Days in Schedules Filing
-----------------------------------------------------------------
Marcos Devarie Diaz asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend by an additional 20 days its
deadline to file its schedules of assets and liabilities and
statement of financial affairs.

The Debtor relates that it needs sufficient time to review and
analyze its records and complete the task.  The Debtor is in the
process of completing the compilation of the documentation needed
for the schedules and statement of financial affairs required in
this case.

Caguas, Puerto Rico-based Marcos Devarie Diaz, aka Marcos Devarie,
dba Centro Cardiovascular Integral, and Aixa Morales Fontanez aka
Aixa Morales filed for Chapter 11 on April 23, 2009 (Bankr. D.
P.R. Case No. 09-03181).  Juan Manuel Suarez Cobo, Esq., at Legal
Partners PSC represents the Debtors in their restructuring
efforts.  The Debtors' assets range from $10 million to
$50 million and their debts from $1 million to $10 million.


MARK IV: Court Extends Schedules and SOFA Filing Until June 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until June 15, 2009, Mark IV Industries, Inc., and its
debtor-affiliates' time to file their schedules of assets and
liabilities, schedules of executory contracts and unexpired leases
and statements of financial affairs.

Given the size and complexity of their businesses, the Debtors
have a significant amount of information to prepare in order to
file their schedules and statements.  The Debtors must compile
information from books, records and documents relating to
transactions at numerous locations.

The Debtors related that they have commenced the task of gathering
the necessary information to prepare and finalize the schedules
and statements.

The Debtors add that the extension is in the best interests of
their estates, their creditors, and other parties in interest.

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The Company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display, technologies.  The Company has a
geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on April 30.  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.  Additional information about the Company's
Chapter 11 restructuring can also be found at
http://www.MARKIVRESTRUCTURING.com/


MARK IV: Proposes to Hire Skadden Arps as Bankruptcy Counsel
------------------------------------------------------------
Mark IV Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Skadden, Arps, Slate, Meagher & Flom LLP as
counsel.

Skadden will:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   b) advise the Debtors with respect to corporate transactions
      and corporate governance, and in any negotiations and out-
      of-court agreements with creditors, equity holders,
      prospective acquirers, and investors;

   c) assist the Debtors with respect to employee matters;

   d) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the Chapter 11 cases, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   e) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      those estates, negotiations concerning all litigation in
      which the Debtors may be involved and objections to claims
      filed against the estates;

   f) review and prepare on behalf of the Debtors all documents
      and agreements as they become necessary and desirable;

   g) review and prepare on behalf of the Debtors all pleadings,
      motions, administrative and procedural applications,
      answers, orders, reports, papers, supporting schedules and
      statements necessary to the administration of the estates;

   h) negotiate and prepare on the Debtors' behalf Plan of
      Reorganization, disclosure statement and all related
      agreements and documents and take any necessary action on
      behalf of the Debtors to obtain confirmation of the Plan;

   i) review and object to claims; analyze, recommend, prepare,
      and bring any causes of action created under the Bankruptcy
      Code;

   j) advise the Debtors in connection with any sale of assets;

   k) appear before this Court, any appellate courts, and the U.S.
      Trustee, and protect the interests of the Debtors' estates
      before the courts and the U.S. Trustee; and

   l) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases.

J. Eric Ivester, Esq., member of the firm of Skadden, tells the
Court that the firm received $1,000,000 to be held as on-account
cash for the advance payment of prepetition professional fees and
expenses incurred and charged by Skadden in its representation of
the Debtors, the balance of which would become an evergreen
retainer for professional fees and expenses incurred and charged
by Skadden in its representation of the Debtors upon the
commencement of these Chapter 11 cases.  The Debtors paid Skadden
$1,360,046 to replenish the On-Account Cash.

The hourly rates of Skadden personnel are:

     Associates and Counsel                $360 to   $835
     Partners                              $730 to $1,050
     Legal Assistants and Support Staff    $175 to   $295

Mr. Ivester assures the Court that Skadden is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Ivester can be reached at:

     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, NY 10036
     Tel: 212.735.3000
     Fax: 212.735.2000/1

                     About Mark IV Industries

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The Company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display, technologies.  The Company has a
geographically diverse innovation, marketing and manufacturing
footprint.

Mark IV filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York on April 30.  Mark IV's
International and IVHS operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.  Additional information about the Company's
Chapter 11 restructuring can also be found at
http://www.MARKIVRESTRUCTURING.com/


MICHEAL VICK: Court to Consider "Realistic" Plan on June 9
----------------------------------------------------------
Judge Frank Santoro of the U.S. Bankruptcy Court for the Eastern
District of Virginia (Newport News) will hold a hearing on June 9
to consider approval of a "realistic" plan for Michael Vick, a
former player from the National Football League who is nearing the
end of a prison sentence for holding dog fights.

Judge Santoro earlier declined to approve Mr. Vick's Chapter 11
proposal that largely relied on his return to the NFL in order to
repay creditors.  According to The Associated Press, the judge
noted that NFL commissioner Roger Goodell has not guaranteed
whether he would list Mr. Vick's suspension after the former
Atlanta Falcons star completes his 23-month prison sentence.

The Chapter 11 plan that was denied by the Bankruptcy Court called
for Mr. Vick to keep the first $750,000 a year that he earns, with
a percentage of the exceeding amount going to creditors.  The
disclosure statement explaining the Plan said that unsecured
creditors' claims against Mr. Vick range between $13.9 million and
$31.3 million, Bloomberg reported.

With respect to the terms of the new plan, Judge Santoro,
according to AP, said Mr. Vick should liquidate some of his
vehicles and one or both of the expensive homes the former
football star wanted to keep in Virginia.

Mr. Vick's lawyer, Paul Campsen said at the April 28 status
conference that the new plan to be submitted by Mr. Vick by June 9
will incorporate changes suggested by the judge but will still be
based largely on resuming his NFL career.

The judge has already approved a settlement by Mr. Vick and the
Falcons pursuant to which Mr. Vick will pay $6.5 million to settle
their contract dispute.  His former team earlier claimed it was
owed $21.2 million.

                 Vick Still a Debtor-in-Possession

According to Bloomberg's Bill Rochelle, the Bankruptcy Court has
deferred ruling on a request that a Chapter 11 trustee be
appointed in Mr. Vick's bankruptcy case.  This means that Mr. Vick
would still be a debtor-in-possession and would continue to manage
his bankrupt estates.

Judge Santoro, according to Mr. Rochelle, previously ruled that
there would be a Chapter 11 trustee without a confirmed plan or
conversion of the case to liquidation in Chapter 7, in which a
trustee is appointed automatically.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MORGAN STANLEY: Among 10 Banks Needing More Capital in Stress Test
------------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


MPC CORPORATION: Gateway Wants Cases Converted to Chapter 7
-----------------------------------------------------------
Gateway Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to convert the Chapter 11 cases of MPC Corp. and its
debtor-affiliates to a Chapter 7 liquidation proceedings.

Gateway argues that the Debtors' cases have been pending for
nearly six month.  During the pendency of the Chapter 11 case, the
Debtors ceased all operations and liquidated substantially all
their assets, Gateway relates.  Indeed, it appears that the
Debtors are mere shell companies operating solely for the purpose
of collecting outstanding receivables and investigating potential
avoidance actions, according to Gateway.

Gateway further argues that the Debtors' estates continue to incur
needles administrative expenses to the detriment of the estates
and their creditors.  There is no hope of a successful
reorganization; therefore, an immediate conversion of the Debtors'
cases to a Chapter 7 is the most efficient and cost effective
means to wind down their estates, Gateway points out.

The Debtors have entered into a transition services agreement with
Gateway, which performed certain accounting, manufacturing and
marketing services.  The Debtors owe about $15.4 million to
Gateway under the agreement as of Dec. 1, 2008.

A hearing is set for May 18, 2009, at 10:00 a.m., to consider the
Gateway's motion.  Objections, if any, are due May 12, 2009, at
4:00 p.m.

Womble Carlyle Sandridge & Rice PLLC represents Gateway as its
attorney.

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com/-- sells personal computer and provides
computer softwares and hardwares to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12673).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisor.  Roberta A. DeAngelis, the
United States Trustee for Region 3, appointed seven creditors to
serve on an Official Committee of Unsecured Creditors for the
chapter 11 cases of MPC Corporation and its debtor-affiliates.
Hahn & Hessen LLP has been named as Committee's lead counsel.  As
of June 30, 2008, the Debtors have $258.3 million in total assets
and $277.8 million in total debts.


MT DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mt Development, L.L.C.
          fdba A&R Homes, LLC
        3850 E. Huber, #3
        Mesa, AZ 85205

Bankruptcy Case No.: 09-09770

Chapter 11 Petition Date: May 7, 2009

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

Judge: James M. Marlar

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729
                  Email: bstevens@jsslaw.com

Total Assets: $672,888

Total Debts: $4,724,646

According to its schedules of assets and liabilities, $648,214 of
the debt is owing to secured creditors, $160,000 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/azb09-09770.pdf

The petition was signed by Ray Mehan, manager of the Company.


MUELLER WATER: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services 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 with sales
down more than 20% and an operating loss for the quarter. "The
downgrade reflects S&P's expectation that operating conditions
will remain challenging and that credit measures will deteriorate
beyond S&P's 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, S&P would expect
to affirm the ratings.  If the company is delayed in amending its
covenants or if S&P consider relief to be inadequate, S&P could
lower the ratings further.


N AMERICAN SCIENTIFIC: Closes $2MM Sale of Brachytherapy Unit
-------------------------------------------------------------
The North American Scientific, Inc., North American Scientific,
Inc., a California corporation and wholly owned subsidiary of the
Company, consummated the sale of assets of the Company's prostate
brachytherapy business to Best Theratronics, Ltd., a Canadian
federal corporation, pursuant to the terms of the Purchase and
Sale Agreement entered into on March 11, 2009 and an order
authorizing the sale of certain assets dated April 8, 2009 from
the Bankruptcy Court.

Pursuant to the terms and subject to the conditions set forth in
the Purchase Agreement, Purchaser agreed to purchase substantially
all of the assets of the Sub relating to the Sub's prostate
brachytherapy business for $2,000,000 and the assumption of
certain liabilities of the Sub.

The Purchase Price will be paid:

    (i) $1,250,000 cash at the closing,

   (ii) $750,000 payable in seven monthly installments of $100,000
        and one final payment of $50,000 following the closing of
        the Asset Sale pursuant to the provisions of the secured
        promissory note.

The Purchase Price is subject to reduction in the event the gross
sales of the Sub's prostate brachytherapy business measured over a
certain period preceding the closing of the Asset Sale have
decreased in excess of 25% of the gross sales generated during a
comparable period.

The Purchase Agreement provides that the Sub will indemnify
Purchaser against losses or damages arising out of or relating to

    (i) any breach of any representation or warranty,
        nonfulfillment of any covenant by the Sub contained in
        the Purchase Agreement,

   (ii) any liabilities of the Sub retained by the Sub, and

  (iii) any and all actions, claims, judgments, costs and expenses
        incident to the foregoing or incurred in investigating or
        attempting to avoid the same or to oppose the imposition
        of the same, or in enforcing the indemnity provisions of
        the Purchase Agreement.

North American Scientific made customary representations,
warranties and covenants in the Asset Purchase Agreement.

               About North American Scientific

North American Scientific, Inc. -- http://www.nasmedical.com/--
operating under the name NAS Medical, is a leader in applying
radiation therapy in the fight against cancer.  Its innovative
products provide physicians with tools for the treatment of
various types of cancers.

North American Scientific filed for bankruptcy on March 11, 2009
(Bank. C.D. Calif. Case No. 09-12675).  Judge Maureen Tighe
presides over the case.  Marc J. Winthrop, Esq., at Winthrop
Couchot Professional Corporation, in Newport Beach, California,
serves as bankruptcy counsel.

The Company had $7.2 million in total assets; $6.4 million in
total current liabilities; $472,000 in long-term severance
liability; and $334,000 in stockholders' deficit as of January 31,
2009.


NATCO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Natco, Inc.
        1410 Hwy 11 West
        Bristol, TN 37620

Bankruptcy Case No.: 09-51245

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151
                  Email: fredmleonard@earthlink.net

Total Assets: $4,622,994

Total Debts: $5,666,017

According to its schedules of assets and liabilities, $2,140,597
of the debt is owing to secured creditors, $709,623 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/tneb09-51245.pdf

The petition was signed by David Cooper, president of the Company.


NATIONAL PROCESSING: S&P Downgrades Corp. Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Louisville, Kentucky-based National Processing
Co. Group Inc. to 'B-' from 'B'.  The outlook is negative.

At the same time, S&P lowered the issue-level ratings on NPC's
senior secured term loan and revolver to 'B' (one notch above the
corporate credit rating on the company) from 'B+'.  The recovery
rating on the debt remains unchanged at '2', indicating
expectations for substantial (70%-90%) recovery in the event of
payment default.  S&P also lowered the issue-level rating on NPC's
second-lien term loan one notch to 'CCC' (two notches below that
corporate credit rating) from 'CCC+'.  The recovery rating on the
loan remains unchanged at '6', indicating expectations for
negligible (0%-10%) recovery in the event of a payment default.

"The downgrade reflects our concerns about limited headroom under
covenants contained in NPC's bank credit facility," explained
Standard & Poor's credit analyst Susan Madison.  Headroom under
total debt to adjusted EBITDA and first-lien debt to adjusted
EBITDA covenants contained in NPC's first-lien bank credit
facilities at year-end was less than 5%.  "Despite NPC's intention
to direct substantially all of its discretionary cash flow to debt
reduction in 2009," said Ms. Madison, "establishing adequate
protection under the covenants may be challenging given the
current weak economic environment, coupled with additional step-
downs in covenant measures at Dec. 31, 2009."


NCI BUILDING: Moody's Downgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded NCI Building Systems' CFR to
B1 from Ba3, and downgraded the ratings of its senior secured
credit facilities to Ba3 from Ba2.  The rating outlook is
negative.

The downgrade is driven by expectations that slowing demand for
the company's products will result in deterioration in a range of
credit metrics over the next year.  The downgrade also reflects
deterioration in the company's liquidity profile, as its $125
million revolving credit facility is set to mature in June of
2009, and its $180 million 2.125% Convertible Senior Subordinated
Notes due 2024 reach their first put date in November of 2009.
Moody's anticipates that construction of mid-rise commercial
properties will continue to slow through 2009, which will reduce
demand for a range of the company's products, including its core
metal roof and wall systems, and its engineered building systems
for low rise structures.

The negative outlook results from anticipated deterioration in
industry fundamentals, and the company's need to secure sufficient
replacement capital for its put-able bonds.  The low coupon on its
convertible bonds, and their high conversion price, make it likely
that most, if not all, bondholders will exercise their put rights.
Until replacement capital is raised, the company's substantial
cash position, track record for cash generation, and generally
modest trailing credit metrics, only partially mitigate this
liquidity risk.  The cost of replacement capital will likely be
significantly higher, and will therefore weaken interest coverage
metrics.

The last rating action for NCI was on February 4, 2009, when the
corporate family rating was downgraded to Ba3 and the outlook was
revised to negative

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry.  In its fiscal 2008 ending November 2, 2008,
the company generated approximately $1.76 billion in revenues.


NEW YORK TIMES: Boston Globe May Cut Pay, Lifetime Warranties
-------------------------------------------------------------
The Boston Globe's tentative agreement with the Boston Newspaper
Guild union includes a 8.4% pay reduction and the elimination of
lifetime job guarantees held by 190 members, in exchange for a
$33,000 payment plus severance for each of those guaranteed
workers who gets laid off, Russell Adams at The Wall Street
Journal reports, citing people familiar with the matter.

As reported by the Troubled Company Reporter on May 8, 2009, The
New York Times reached a tentative agreement with The Guild.  The
Globe is seeking to cut $20 million in costs and avert a possible
closure.  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 newspapers
shutdown in two months.  The Guild President Dan Totten said 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 NY Times and The Guild reached a new pact
that would cut $10 million in expenses.  The agreement, says WSJ,
will expire at the end of 2010.  According to WSJ, The Guild was
responsible for half of the $20 million The NY Times was seeking
to avoid closing The Globe.  The report says that the other six
unions involved in negotiations reached tentative agreements by
Monday.

According to WSJ, people familiar with the matter said that much
of the savings will come from:

     -- a pay cut of 8.4% for many of the Globe's more than 600
        members, which will save about $3.3 million; and

     -- a pension freeze, which will save some $3.2 million.

WSJ states that if the agreement is approved, it will expand the
workweek to 40 hours from 37.5 hours, saving an estimated $168,000
in overtime costs, and eliminate 401(k) contributions, which will
save The Globe some $648,000.  According to the report, the
agreement includes:

     -- five days of unpaid furlough for a total savings of
        $720,000,

     -- the end of discounted subscriptions for retirees, and

     -- the Company's right to lay off any of employee in exchange
        for the lump-sum payment of $33,000 plus severance, after
        January 10, 2010.

                      About The New York Times

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.


NORBORD INC: DBRS Assigns 'BB' Issuer Ratings
---------------------------------------------
Dominion Bond Rating Service has assigned an Issuer Rating to
Norbord Inc. of BB with a Negative trend, meaning that our opinion
on the default rating of Norbord has declined from BB (high) to
BB.  DBRS has also assigned a rating of BBB (low) to both the
Secured Debentures of Norbord Inc. and the Senior Secured Notes of
Norbord (Delaware) GP I.  The rating differential between the
Issuer Rating and the instrument rating is a reflection of the
DBRS Rating Methodology for Leveraged Finance.

Under this methodology, DBRS has assigned an RR2 recovery rating
to Norbord's secured debt, which indicates an expected 70% to 90%
recovery under a distress scenario and results in the secured debt
being rated two notches higher than the Issuer Rating.  The lower
default rating reflects the negative impact of depressed oriented
strandboard markets on Norbord's financial structure and a longer-
than-expected time frame for the Company to significantly repair
its financial profile.  In addition, Norbord's financial profile
is no longer appropriate for a higher rating, following weak Q1
2009 financial performance and continued high leverage.  The
Negative trend reflects the significant risk that industry demand-
to-supply ratios, energy, raw material and transportation costs
may not conform to expectations and that earnings and cash flows
could worsen.  In addition, Norbord's high leverage gives the
Company less margin for error.  A lack of progress to stabilize
operating performance could lead to further negative rating
actions.

The rapid deterioration in U.S. residential housing market
conditions is largely responsible for the sharp drop in demand for
OSB and pricing, the key drivers of Norbord's earnings and cash
flows.  The North American building products sector is close to
the bottom of the cycle, but a meaningful improvement is unlikely
to occur until 2010.  Although a seasonal upturn in the North
American construction sector is expected to result in a temporary
rise in OSB prices in mid-2009, average annual prices are forecast
to remain at low levels.  In the interim, ongoing weakness in the
U.S. housing market and North American OSB curtailments are
expected to keep earnings and cash flows at low levels.  However,
evidence of a recovery in 2010 is expected to have a positive
influence on prices in H2 2009.

The current rating is supported by the implied support of
Brookfield Asset Management Inc. as evidenced by the successful
execution of the standby purchase agreement in connection with the
recent rights offering.  Additionally, the Company is the lowest-
cost producer of OSB in North America.  Despite the weak outlook
for OSB industry conditions in North America, the Company's
favourable cost structure provides important earnings and cash
flow downside protection and also underpins the current Issuer
Rating.  Higher-cost industry capacity has been and is expected to
continue to be curtailed, keeping supply close to demand,
supporting higher prices during seasonal increases in demand.
Reduced energy, raw material and transportation costs will
positively affect operating costs, enabling the Company to keep
2009 earnings close to 2008 levels.  Capex is forecast to be
substantially below depreciation in 2009, a strategy that will
have a positive effect on cash generation.  The Company is well
positioned to weather an extended period of weak market
conditions.  There are no debt repayments before 2011, which
provides the Company with the flexibility to focus on operating
cash requirements.  Norbord had cash and available credit
facilities of approximately $185 million at March 31, 2009.
Hence, short-term liquidity should not be a problem. The Company
is committed to stemming cash outflows by curtailing production
when operating costs fall below breakeven levels, a strategy that
will conserve cash until market conditions rebound. Furthermore,
Norbord, as a low-cost producer, should generate favorable
profitability once the building products market turns around.

As prescribed under the DBRS Rating Methodology for Leveraged
Finance, DBRS has simulated a default scenario for Norbord in
order to analyze the potential recovery of the Company's debt in
the event of default.  In order to analyze potential recovery for
various debt classes in the event of default, DBRS must first
simulate a default scenario, regardless of how hypothetical it
might appear and despite the relatively unlikely default
probability that the Company's rating implies.  The default
scenario stresses the operating results to the point at which
default would be considered likely to occur in order to enable
DBRS to project potential levels of recovery that would be
available to various debt classes in such an event.  In the case
of commodity-based companies, that scenario includes severe
economic conditions, usually a deep, protracted recession or
depression in which product demand and prices plummet. EBITDA
quickly declines and usually turns negative and companies with
large debt maturities or insufficient short-term liquidity can
quickly reach the point of default.

In the case of Norbord, earnings and cash flows would rapidly
deteriorate from 2008 levels and the Company would exhaust its
credit facilities in 2010.  For the purposes of this analysis,
DBRS assumes that the ongoing deterioration of corporate finances
and general pessimism about future economic conditions would
require the Company to restructure.  The Company's capability of
generating large returns at cycle peaks and the potential for
substantial earnings gains in the next building cycle suggest
creditors would gain the greatest recovery by reorganizing the
Company's building products assets as a going concern.  The most
likely prospect is that a private equity investor would purchase
Norbord's building products assets with a view to taking the
Company public during the next North American economic recovery.

DBRS considers that a 10-year building products EBITDA trend
(omitting outlier years and adjusting for lower future housing
starts on a seasonally adjusted annual rate (SAAR)) represents a
realistic assessment of the Company's prospects through the next
business cycle.  A conservative EBITDA multiple of 5.0 times has
been used to value Norbord's operations at the time of
restructuring.  The relatively low multiple reflects expectations
of pessimistic outlooks by forest products industry participants
and the financial community at the time of reorganization.  At the
distressed valuation level, DBRS believes the secured debtholders
would recover about 78% of the principal and has therefore
assigned a recovery rating of RR2.

DBRS has discontinued the unsecured ratings associated with
Norbord Inc. and Norbord (Delaware) GP I.


NTK HOLDINGS: Moody's Changes Default Rating to 'Caa2/LD'
---------------------------------------------------------
Moody's Investors Service changed NTK Holdings' probability of
default rating to Caa2/LD following the company's 10k disclosure
that THL Advisors and certain executive officers of Nortek Inc.
(the operating subsidiary of NTK Holdings) purchased $78.5 million
face amount of senior unsecured bridge loan facility for $29.1
million in the fourth quarter of 2008.  Moody's notes that the
unsecured bridge facility is unrated.

The open market transaction constitutes a distressed exchange and
a limited default by Moody's definition.  The LD designation
signifies a limited default and also incorporates Moody's
expectations for additional open market transactions at
substantial discounts to par over the next twelve months.  After
approximately three business days, Moody's will remove the LD
designation.

These ratings/assessments have been affected:

Issuer: NTK Holdings, Inc.

  -- Corporate family rating affirmed at Caa2;

  -- Probability of default changed to Caa2/LD from Caa2;

  -- $403 million senior discount notes due 2014, affirmed at Ca
     (LGD5, 89%) previously at (LGD6, 90%);

Issuer: Nortek, Inc.

  -- $750 million Senior Secured Notes, due 2013, affirmed at B3
     (LGD2, 28%);

  -- $625 million 8 1/2% Senior Subordinated Notes due 2014,
     affirmed Caa3 (LGD4, 69%).

The ratings outlook is negative.

Moody's last rating action for NTK Holdings occurred on April 1,
2009, at which time Moody's lowered the company's corporate family
rating and probability of default rating to Caa2 from B3.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
leading diversified manufacturer of innovative, branded,
residential and commercial ventilation, HVAC, and home technology
convenience and security products.  Its products include range
hoods and other ventilation products, heating and air conditioning
systems, indoor air quality systems, and home technology products.
Revenues for 2008 were approximately $2.3 billion.


ON ASSIGNMENT: S&P Assigns Corporate Credit Rating at 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Calabasas, California-based temporary
staffing firm On Assignment Inc.  The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
rating to On Assignment's $165 million senior secured first-lien
credit facility (consisting of a $20 million revolver due 2012 and
a $145 million term loan due January 2013).  The facility was
originally instituted in 2007, and the term loan balance is now
approximately $100 million.  The facility is rated 'B+' (the same
as the corporate credit rating) with a recovery rating of '3',
indicating a meaningful recovery of principal (50%-70%) in the
event of a payment default.

"The low speculative-grade rating reflects On Assignment's
operating concentration in the highly competitive professional
staffing industry, variable demand for outsourced labor from
hospital clients, inconsistent supply of travel nurses and
temporary doctors, and exposure to the highly cyclical technology
and life sciences industries," said Standard & Poor's credit
analyst Rivka Gertzulin.  In addition, the company faces
tightening covenants under its senior credit facility while S&P
expects credit metrics to decline in the near term.


OWENS ILLINOIS: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Owens Illinois, Inc. and assigned a Ba3 rating to the new
$300 million senior unsecured notes due 2016.  The notes are
issued by Owens-Brockway Glass Container, Inc., an indirect wholly
owned subsidiary of Owens-Illinois, Inc., and the proceeds will be
used to repay O-I's $250 million of 7 1/2% senior debentures due
May 15, 2010 and for general corporate purposes.  Additional
instrument ratings are detailed below.

Moody's took these rating actions for Owens Illinois, Inc.:

  -- Affirmed Corporate Family Rating at Ba3

  -- Affirmed Probability of Default Rating at Ba3

  -- Affirmed $500 million senior unsecured notes and debentures
     due in 2010 and 2018 at B2 (LGD 6, 93% from LGD 6, 92%) ($250
     million of the 2010 notes will be withdrawn when repaid)

  -- Affirmed Speculative Grade Liquidity Rating SGL-2

Moody's took these rating actions for Owens-Brockway Glass
Container, Inc.:

  -- Assigned $300 million senior unsecured notes due in 2016 Ba3
     (LGD 4, 59%)

  -- Affirmed $900 million senior secured first lien revolving
     credit facility maturing June 15, 2012 at Baa3 (LGD 2, 11%)

  -- Affirmed $200 million senior secured first lien term loan B
     due June 12, 2013 at Baa3 (LGD 2, 11%)

  -- Affirmed EUR225 million senior unsecured notes due December
     1, 2014 at Ba3 (LGD 4, 59% from LGD 4, 57%)

  -- Affirmed $850.0 million senior unsecured notes due 2013-2014
     at Ba3 (LGD 4, 59% from Ba3 LGD 4, 57%)

Moody's took these rating actions for OI European Group BV
(Netherlands):

  -- Affirmed EUR200 million senior secured first lien term loan
     D due June 12, 2013 at Baa3 (LGD 2 11%)

  -- Affirmed EUR300 million senior unsecured notes due March 31,
     2017 at Ba3 (LGD 4, 59% from LGD 4, 57%)

Moody's took these rating actions for ACI Operations Pty. Ltd. and
O-I Canada Corp:

  -- Affirmed AUD 300 million senior secured first lien term loan
     A due June 12, 2013 at Baa3 (LGD 2, 11%)

  -- Affirmed CAD 138 million senior secured first lien term loan
     C due June 12, 2013 to Baa3 (LGD 2, 11%)

The rating outlook is stable.

The Ba3 Corporate Family Rating reflects O-I's leading position in
the industry, focus on debt reduction, and strategic focus on
pricing and cost cutting.  The rating also reflects the company's
wide geographic foot print and strong liquidity.

The ratings are constrained by the decline in volumes resulting
from the current economic climate, concentration of sales and the
uncertainty surrounding the asbestos liabilities.  The ratings are
also constrained by the near term limits to debt reduction
stemming from the cash charges for asbestos, restructuring and
pensions and the mature state of the industry.

The new senior unsecured notes are rated the same as the existing
?300 million senior unsecured notes due 2017 held at OI European
Group BV (Netherlands) due to the strong asset coverage at OBGC,
guarantee package, high overall enterprise value, and currently
relatively limited debt at the foreign entities.  All of the
senior unsecured notes in the group have the same guarantee
package regardless of the entity at which they are issued.
However, O-I generates approximately 76% of sales and has
approximately 77% its assets overseas.  Therefore, the notes
issued by OI European Group BV (Netherlands) are structurally
closer to the majority of the company's sales and assets.
Consequently, all of the senior unsecured notes at OBGC could
ultimately be notched lower if the long term debt at OBGC
increases or if foreign debt increases.  The ratings are subject
to receipt and review of the final documentation.

Moody's last rating action on O-I occurred on May 5, 2009 when
Moody's upgraded the company's corporate family rating to Ba3 and
the ratings outlook to positive from stable.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. is one of
the leading global manufacturers of glass containers, operating 80
plants in 22 countries.  The company services the beverage and
food industry and counts major global beer and soft drink
producers among its clients.  For the twelve months ended December
31, 2008, O-I had revenues of approximately $7.9 billion.


PALMETTO GREENS: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Palmetto Greens Development Company, LLC
           fdba Matheny Development, LLC
        109 Lake Cliff Court
        Cary, NC 27513

Bankruptcy Case No.: 09-03779

Chapter 11 Petition Date: May 7, 2009

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

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  PO Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252)  638-3293
                  Email: davidhaidt@embarqmail.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/nceb09-03779.pdf

The petition was signed by James M. Matheny, manager of the
Company.


PANOLAM INDUSTRIES: Moody's Downgrades Default Rating to 'Ca/LD'
----------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating of Panolam Industries International, Inc. to Ca/LD from Ca.
In addition, Moody's lowered the rating on the term loan and
revolver to Caa3 from Caa2 and affirmed all other ratings.  The
rating outlook remains negative.

The rating action reflects Panolam's failure to make the interest
payment on the 10 _% senior subordinated notes within the 30 day
grace period following the April 1, 2009 interest payment date.
Moody's deems a default to have occurred when an interest payment
is not made by the end of a grace period, regardless of whether an
Event of Default has been declared by noteholders.

As of May 5, 2009, the company has not received an acceleration
notice from the holders of the notes or the indenture trustee.
Receipt of an acceleration notice from the noteholders would be an
event of default under the forbearance agreement currently
governing the company's credit agreement.  Should an event of
default occur in the credit agreement, Moody's would likely change
the PDR to Ca/D and withdraw the ratings approximately three days
thereafter.

These ratings were downgraded:

  -- Probability of default, downgraded to Ca/LD from Ca;

  -- $168 million Sr. Sec. 1st Lien Term Loan, due 2012,
     downgraded
     to Caa3 (LGD2, 27%) from Caa2 (LGD2, 24%); and

  -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, downgraded
     to Caa3 (LGD2, 27%) from Caa2 (LGD2, 24%);

These ratings were affirmed:

  -- Corporate Family Rating, affirmed at Ca; and

  -- $150 million 10.75% Sr. Sub. Notes, due 2013, affirmed at C
     (LGD5, 82% from LGD5, 79%); and

  -- Speculative grade liquidity rating at SGL-4

The previous rating action on Panolam was the April 2, 2009
downgrade of the corporate family rating to Ca from Caa1.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.  Revenues during 2008 were $366 million.


PARK LANE: Dusseldorfer, et al., Wants Chapter 11 Case Dismissed
----------------------------------------------------------------
Dusseldorfer Hypothekenbank AG and Deutsche Hypothekenbank AG
ask the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 cases of
Park Lane I LLC and its debtor-affiliates or, in the alternative,
authorize the existing receive appointed by the Circuit Court of
Jefferson County, Alabama, to remain in possession of the Debtors'
property.

The banks argue that the commencement of these chapter 11 cases
was an ill-conceived and misguided effort by equity holders having
no real economic stake in the Debtors.  The equity holders are
structurally subordinated to more than $132 million of secured
debt, the banks says.  The Debtors' assets -- primarily real
property -- were valued at well less than such amount in November
2008, the banks note.  As the Debtors in their initial affidavit
in support of the filing make clear, the filings were made with
little to no thought as to how the operation of the Debtors'
business would be affected thereby and with no planning as to
how the properties would be run after the filing, according to
the banks.

The banks tell the Court that they have valid, perfected security
interests in substantially all of the real property, which consist
of six multi-family apartment complexes located in Alabama.  On
September 4, 2008, at the request of the banks, the Circuit Court
appointed a receiver to take control of the property.  The
appointment of a receiver was necessary due to the Debtors'
defaults under the relevant mortgage loan documents and due to
their mismanagement of the property, the banks contend.  The
receiver has been managing and operating the apartment complexes
and collecting rent on the property for the past eight months, the
banks relate.

The banks further tell the Court that the Debtors made no effort
to seek necessary relief that would have the effect of preserving
and maintaining the value of their property and other assets.

George B. South, Esq., at King & Spalding LLP in New York,
represents the banks.

                          About Park Lane

Headquartered in New York, Park Lane I LLC owns apartment
complexes.  The Debtor and its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-12635).  Howard Greenberg, Esq., at Ravin Greenberg, LLC,
represents the Debtors in their restructuring efforts.  The
Debtors both listed assets and debts between $100 million and
$500 million.


PARK LANE: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Park Lain I LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a list of
20 largest unsecured creditors.

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Riverchase Flooring                              $108,428
Pelham Pkwy.
Pelham, AL 35214

Cleanco Carpet                                   $79,175
1005 8th Avenue
Midfield, AL 35228

Landscape Associates                             $78,845
2450 Old Hwy. 150
Bessemer, AL 35022

Hemphill Services, Inc                           $64,015

Engel Realty Co                                  $54,383

Sirote & Permutt                                 $47,894

T&S Contracting                                  $43,795

Carpet Care Enterprises                          $38,803

HD Supply                                        $33,808

Armstrong Plumbing                               $25,649

Surface Care, LLC                                $24,980

TMC Carpet & Turnkey                             $21,000

Frigid Appliance                                 $19,358

Pegasso Painting                                 $19,030

Alabama Power                                    $18,081

WRS                                              $14,689

M&M Turnkey                                      $13,170

Kevco Carpet & Vinyl                             $13,104

Johnstone Supply                                 $12,395

Servpro of Birmingham                            $12,238

                          About Park Lane

Headquartered in New York, Park Lane I LLC owns apartment
complexes.  The Debtor and its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-12635).  Howard Greenberg, Esq., at Ravin Greenberg, LLC,
represents the Debtors in their restructuring efforts.  The
Debtors both listed assets and debts between $100 million and
$500 million.


PARVIZ SERVATJOO: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Parviz Servatjoo
                  dba Paris Servatjoo
               Nahid Servatjoo
                  dba Nina Servatjoo
               3731 Wilshire Blvd.
               Suite 514
               Los Angeles, CA 90010

Bankruptcy Case No.: 09-20926

Chapter 11 Petition Date: May 6, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtors' Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd Ste 514
                  Los Angeles, CA 90010
                  Tel: 213-388-8188
                  Fax: 213-388-6188
                  Email: jsc@jscbklaw.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
7 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/cacb09-20926.pdf

The petition was signed by the Joint Debtors.


PGI COMPANIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PGI Companies, Inc.
           dba PGI Direct
        11354 K-Tel Drive
        Hopkins, MN 55343

Bankruptcy Case No.: 09-42883

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    PGI Fulfillment, Inc.                          09-42884

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtor's Counsel: Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street
                  Ste 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077
                  Email: ccutler@fredlaw.com

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

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

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

      http://bankrupt.com/misc/mnb09-42883.pdf

The petition was signed by Jeffory D. Brower, chief executive
officer of the Company.


PHILADELPHIA NEWSPAPERS: Gets 60-Day Stay of Pending Lawsuits
-------------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania is giving Philadelphia
Newspapers LLC a 60-day stay of proceedings in pending defamation
cases or other lawsuits.

The AP relates that the pending suits include one filed by U.S.
Rep. Robert Brady, whose lawyer claims that an Inquirer editorial
alleged that his client steered a Capitol lighting contract to his
district.  The AP says that Mr. Brady and other complainants are
unsecured creditors in the bankruptcy.

According to The AP, Philadelphia Newspapers said that it needs
time to focus on its Chapter 11 bankruptcy reorganization.

The AP reports that attorneys will discuss pending litigation in a
hearing on the Philadelphia Newspapers, LLC, bankruptcy case.

According to The AP, litigation to be discussed includes
outstanding libel and injury lawsuits involving the publisher of
The Philadelphia Inquirer and Philadelphia Daily News.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns
and operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site -- http://philly.com/-- and a
number of related online products.  The Company's flagship
publications are the Inquirer, the third oldest newspaper in the
country and the winner of numerous Pulitzer Prizes and other
journalistic recognitions, and the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


PNC FINANCIAL: Among Banks Needing More Capital in Stress Test
--------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


QIMONDA NA: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Qimonda North America Corp. filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property          $480,216,761
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $17,949,702
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $151,154,551
                                ------------     ------------
TOTAL                           $480,216,761     $169,104,253

A copy of Qimonda North America's schedule of assets and
liabilities is available at:

         http://bankrupt.com/misc/QimondaNA.Schedules.pdf

                    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 relief on Feb. 20, 2009 (Bankr. D. Del.
Lead Case No. 09-10589).  Mark Thompson, Esq., Morris J. Massel,
Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP
represent the Debtors as counsel.  Mark D. Collins, Esq., Michael
J. Merchant, Esq., and Maris J. Finnegan, Esq., at Richards Layton
& Finger, PA, represent the Debtors as local counsel.

Gregory M. Gordon, Esq., Craig F. Simon, Esq., and Daniel P.
Winikka, Esq., at Jones Day represent the official committee of
unsecured creditors as counsel.  William P. Bowden, Esq., Amanda
M. Winfree, Esq., and Peter J. Faben, Esq., at Ashby & Geddes,
P.A. represents the Committee as Delaware counsel.

Alvarez & Marsal serves as restructuring and financial advisor to
the Debtors.  Epiq Bankruptcy Solutions LLC serves as its claims
agent.  The Debtors listed assets and debts of more than
$1 billion each.


QIMONDA NA: Qimonda Richmond Files Schedules of Assets and Debts
----------------------------------------------------------------
Qimonda Richmond, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------         --------------     ------------
  A. Real Property              $275,235,800
  B. Personal Property          $774,325,276
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,719,126
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,806,673
  F. Creditors Holding                           $800,287,983
     Unsecured Non-priority
     Claims
                              --------------     ------------
TOTAL                         $1,049,561,077     $806,813,784

A copy of Qimonda Richmond's schedule of assets and liabilities is
available at:

      http://bankrupt.com/misc/QimondaRichmond.Schedules.pdf

                    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 relief on Feb. 20, 2009 (Bankr. D. Del.
Lead Case No. 09-10589).  Mark Thompson, Esq., Morris J. Massel,
Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP
represent the Debtors as counsel.  Mark D. Collins, Esq., Michael
J. Merchant, Esq., and Maris J. Finnegan, Esq., at Richards Layton
& Finger, PA, represent the Debtors as local counsel.

Gregory M. Gordon, Esq., Craig F. Simon, Esq., and Daniel P.
Winikka, Esq., at Jones Day represent the official committee of
unsecured creditors as counsel.  William P. Bowden, Esq., Amanda
M. Winfree, Esq., and Peter J. Faben, Esq., at Ashby & Geddes,
P.A. represents the Committee as Delaware counsel.

Alvarez & Marsal serves as restructuring and financial advisor to
the Debtors.  Epiq Bankruptcy Solutions LLC serves as its claims
agent.  The Debtors listed assets and debts of more than
$1 billion each.


REGIONS FINANCIAL: Among Banks Needing More Capital in Stress Test
------------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


RH DONNELLEY: Net Loss Down to $401 Million in 1st Quarter 2009
---------------------------------------------------------------
R.H. Donnelley Corporation reported first quarter 2009 net revenue
of $602 million, representing an 11% decline from first quarter
2008.  Adjusted EBITDA in the quarter was $320 million, down $37
million or 10% from first quarter 2008.  Adjusted free cash flow
in the quarter was $66 million -- based on cash flow from
operations of $56 million, capital expenditures of $4 million and
$14 million of other adjustments that primarily relate to
restructuring -- down from $92 million in first quarter 2008.
First quarter advertising sales were $598 million, down 17% from
advertising sales in the first quarter 2008.

Net loss was $401 million in the quarter, compared to a net loss
of $1.6 billion in first quarter 2008.  Net debt during the
quarter decreased by $61 million, resulting in quarter-end net
debt outstanding of $9.3 billion, excluding the purchase
accounting fair value adjustment.  As of March 31, 2009, the cash
balance was $533 million.

The Company had $12.0 billion in total assets and $12.9 billion in
total liabilities resulting in $890 million in stockholders'
deficit as of March 31, 2009.

"Results continue to be impacted by the recession and its effect
on small- and medium-sized businesses and consumer spending," said
David C. Swanson, chairman and CEO of R.H. Donnelley.  "Our
efforts to improve efficiency and eliminate non-mission critical
costs helped to protect EBITDA and generated over $30 million of
year-over-year cost savings."

Mr. Swanson continued, "As we previously announced, we are working
to better position R.H. Donnelley for the future by establishing a
more sustainable capital structure.  We continue to discuss
options for amending, refinancing or restructuring our debt
obligations with our creditors."

During the first quarter, the Company underwent an ownership
change as defined in Section 382 of the Internal Revenue Code.  As
a result, the Company believes it will be restricted in its
ability to use some of its net operating losses and other
corporate tax attributes in the future.  The financials in the
attached schedules contain the Company's best estimate of the
impact related to the ownership change based on analysis performed
to date; however, the analysis is not yet complete and there could
be material changes in subsequent periods.  As a result, deferred
tax liability at quarter-end and deferred tax expense in the first
quarter were each $375 million higher than they otherwise would
have been.  Such ownership change does not constitute a change in
control under any of the Company's debt agreements.

A full-text copy of R.H. Donnelley's first quarter 2009 report is
available at no charge at http://ResearchArchives.com/t/s?3ca9

                       Going Concern Doubt

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.

R.H. Donnelley reported a net loss of $2.29 billion for the year
ended December 31, 2008, on net revenues of $2.61 billion.  As of
December 31, the Company had $11.8 billion in total assets and
$12.3 billion in total liabilities, resulting in $493.3 million in
shareholders' deficit.

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka
The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. to 'D' from 'CCC+'.  In addition,
the issue-level rating on RHD's $1.23 billion 8.875% series A-4
senior notes was lowered to 'D' from 'CCC-'.  All other issue-
level ratings at RHD were lowered to 'C' from 'CCC-'.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.


RH DONNELLEY: Not Sure Whether to Pay $54.6MM Interest This Week
----------------------------------------------------------------
R.H. Donnelley Corporation on April 15, 2009, exercised a 30-day
grace period on $54.6 million in interest payments due on its
8.875% Series A-4 Senior Notes due 2017, while continuing to work
on its plan to restructure all long-term debt.  Exercising the
grace period does not constitute an event of default under the
bond indenture or any of the Company's other debt agreements
unless the Company fails to make the interest payments within 30
days of the due date, absent an extension.

In its quarterly report filed last week with the Securities and
Exchange Commission, R.H. Donnelley said that, at this time, the
Company has not yet determined whether it will make these interest
payments within 30 days of the due date.

                       Going Concern Doubt

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.

R.H. Donnelley reported a net loss of $2.29 billion for the year
ended December 31, 2008, on net revenues of $2.61 billion.  As of
December 31, the Company had $11.8 billion in total assets and
$12.3 billion in total liabilities, resulting in $493.3 million in
shareholders' deficit.

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka
The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. to 'D' from 'CCC+'.  In addition,
the issue-level rating on RHD's $1.23 billion 8.875% series A-4
senior notes was lowered to 'D' from 'CCC-'.  All other issue-
level ratings at RHD were lowered to 'C' from 'CCC-'.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.


ROBERT F RICKERL: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Robert F. Rickerl
                  aka Woody Rickerl
               Jana Maria Rickerl
                  aka Janice A Rickerl
               19037 Cerro Villa Drive
               Villa Park, CA 92861

Bankruptcy Case No.: 09-14197

Chapter 11 Petition Date: May 6, 2009

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

Judge: Erithe A. Smith

Debtors' Counsel: Andrew K. Mauthe, Esq.
                  7700 Irvine Center Dr
                  Ste 800
                  Irvine, CA 92619-1147
                  Tel: (949)788-2902
                  Fax: (949)788-2903
                  Email: mauthelaw@attglobal.net

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

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

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

      http://bankrupt.com/misc/cacb09-14197.pdf

The petition was signed by the Joint Debtors.


SHINGLE SPRINGS: Weak Ramp-Up Cues Moody's to Junk Corp. Ratings
----------------------------------------------------------------
Moody's Investors Service 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, Moody's 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 loan.

In the first quarter of 2009, Moody's 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 believe 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.

Please refer to Moody's credit opinion on www.moodys.com for
further information.

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.


SKILLED HEALTHCARE: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Skilled
Healthcare Group, Inc., including the B2 Corporate Family Rating
and B2 Probability of Default Rating.  At the same time Moody's
changed the rating outlook to positive from stable.  The change in
the outlook reflects better than expected cash flow generation in
2008 and a reduction in adjusted leverage due to growth in EBITDA.
Further, the recent extension of the maturity date of the
revolving credit facility removes near-term refinancing risk.

The B2 Corporate Family Rating is supported by the stability of
demand for long-term care services and the company's ability to
attract profitable Medicare patients, resulting in EBIT margins
that are higher than rated peers.  The ratings are constrained by
the company's modest size and concentration of revenues in two
states, as well as the risk of reimbursement cuts from Medicare
and Medicaid.  Further, the company's growth strategy, which
includes acquisitions and de novo development, is expected to
continue to constrain debt repayment.  Moody's believes the
company will have adequate liquidity over the next twelve months,
with modestly positive free cash flow and ample cushion on
financial covenants.  Liquidity is constrained by substantial
borrowings on the revolving credit facility, leaving roughly 30%
of the revolver available as of March 31, 2009.

Following is a summary of Moody's actions.

Ratings affirmed/LGD assessments revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $250 million senior secured first lien term loan due 2012, to
     B1 (LGD3, 38%) from B1 (LGD3, 36%)

  -- $130 million senior subordinated notes due 2014, to Caa1
     (LGD6, 90%) from Caa1 (LGD5, 87%)

  -- Speculative Grade Liquidity Rating, SGL-3

Ratings withdrawn:

  -- $135 million senior secured revolving credit facility due
     2010, B1 (LGD3, 36%)

Ratings assigned:

  -- $135 million senior secured revolving credit facility due
     2012, B1 (LGD3, 38%)

The outlook is positive.

The last rating action was April 1, 2008 when Moody's changed the
outlook to stable from positive and changed the SGL rating to SGL-
3 from SGL-2.

Skilled Healthcare's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record of tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Skilled Healthcare's core industry and Skilled
Healthcare's ratings are believed to be comparable to those other
issuers of similar credit risk.

Headquartered in Foothill Ranch, CA, Skilled Healthcare operates
long-term care facilities and provides a variety of post-acute
care services, with a strategic emphasis on sub-acute specialty
healthcare.  The company operates skilled nursing facilities,
assisted living facilities, and hospice locations.  Further, the
company provides ancillary services such as physical, occupational
and speech therapy in its facilities and unaffiliated facilities
and is a member of a joint venture providing institutional
pharmacy services in Texas.  Skilled Healthcare recognized revenue
of approximately $742 million for the twelve months ended March
31, 2009.


SOUTH DAKOTA MEDICAL: A.M. Best Lowers Issuer Credit Rating to bb
-----------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit rating to "bb" from
"bb+" and affirmed financial strength rating of B (Fair) of South
Dakota State Medical Holding Co., Inc. (d/b/a DakotaCare) (Sioux
Falls, SD).  The outlook for both ratings has been revised to
negative from stable.

The ratings of DakotaCare reflect its decreased capitalization,
which resulted from a significant financial loss in the Medicare
Advantage Special Needs Plan.  The offsetting rating factors
include profitable operating results and enrollment growth in its
commercial line of business, exit from the Medicare Advantage
Special Needs Plan and the company's strong network throughout
South Dakota.

DakotaCare experienced a sizeable operating loss from the Medicare
Advantage Special Needs Plan in 2007-2008.  As a result, its
capital and surplus has experienced a 12% decline since year-end
2006.  In addition, due to the Medicare Advantage Specialty Needs
Plan, the company's premium increased by 75% from 2006 to year-end
2008, leading to the risk-based capitalization (authorized control
level) decline from 405% in 2006 to 209% at year-end 2008.  A.M.
Best views the level of risk-based capital as very low; however,
it acknowledges that since DakotaCare exited the Medicare
Advantage Special Needs Plan on December 31, 2008, the level of
risk-based capitalization is likely to improve in 2009.  If
DakotaCare's 2009 operating results fall significantly below the
projections provided to A.M. Best, the company reports an
operating loss during the year and/or risk-based capitalization
fails to improve, further rating downgrades may follow.

DakotaCare has posted underwriting gains in its commercial lines
of business for the last five years, and both group and individual
products remained profitable in 2008, somewhat offsetting the
losses in the Medicare Advantage Specialty Needs Plan.
Furthermore, commercial membership increased during 2008, with
individual enrollment growth of over 20%.  In addition, the
company significantly expanded the geographic reach of its third
party administrator operations, leading to greater revenue
diversification and growth.  A.M. Best believes that following the
exit from the Medicare Advantage Specialty Needs Plan, the company
is well positioned for further growth and favorable operating
performance; however, the impact of the economic recession could
impact enrollment in the near term.


SOUTHERN LANDFILL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southern Landfill Management, Inc.
        4335 Highway 61
        Fayette, MS 39069

Bankruptcy Case No.: 09-01620

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris Jernigan & Geno, PPLC
                  PO Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601)427-0050
                  Email: jktyree@harrisgeno.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 Robert Hume, president of the Company.


STANDARD MOTOR: Moody's Changes Default Rating to 'Caa3/LD'
-----------------------------------------------------------
Moody's Investors Service revised Standard Motor Products'
Probability of Default Rating to Caa3/LD, while affirming its
subordinated debentures due 2009 at Caa3 and its Corporate Family
Rating at Caa2.  The outlook remained negative.

The rating action follows the close of Standard Motor's exchange
offer of a portion of the outstanding 6.75% debentures due in 2009
for a like principal amount of approximately $12.3 million of 15%
new debentures due in 2011 (not rated by Moody's).  Moody's
considers the transaction a distressed exchange on the 2009
debentures, and has changed the PDR to Caa3/LD to reflect a
"limited default".  The PDR will revert to Caa3 in approximately
three business days.

Moody's views that the exchange offer does not materially alter
the credit profile as reflected in the Caa2 CFR, since the total
outstanding debt principal amount will remain unchanged and the
expected incremental interest expense will be modest post-
exchange.  In addition, the exchange offer only moderately reduces
the refinancing risk that remains for the debentures that will
mature in July 2009.  The maturity of the approximately $32.1
million remaining outstanding after the transaction will still
need to be addressed by the redemption date.  The company's
existing credit agreement restricts it from borrowing under the
revolving credit facility to repay the debentures upon maturity,
the remaining borrowing capacity is currently at around $5
million.  Therefore, Moody's considers the default risk, though
improved after the exchange, still remains substantial and is
reflected in the PDR revision to Caa3.

The negative outlook encompasses the uncertainty on the company's
ability to fund the rest of the maturing debentures.  Moody's will
continue to evaluate Standard Motor's revenues and cash flow
performance during the 2009-2010 operating season to determine if
positive rating actions are warranted should the refinancing risk
abate.  To date, the challenging operating environment in the auto
industry in North America has adversely affected Standard Motor's
aftermarket auto parts business.

The rating of the 2009 Debentures at Caa3, one notches below the
CFR, reflects the expected loss in the post-exchange capital
structure based on the subordination to the material amount of
contractually senior secured debt in the company's capital
structure.  ($275 million senior secured revolving credit facility
and other senior debt)

The rating action is:

* Probability of default rating -- revised to Caa3/LD from Ca

* $32 million convertible subordinated debentures due July 2009 --
  affirmed at Caa3, LGD estimate was adjusted to LGD4, 59% from
  LGD3, 35%

* Corporate family rating -- affirmed at Caa2

Rating outlook: negative

* The last rating action was on March 25, 2009 when the PDR was
  downgraded to Ca.

Standard Motor Products (NYSE:), headquartered in Long Island
City, New York, is a manufacturer and distributor of replacement
parts for the automotive aftermarket industry.  The company is
organized into two principal divisions: (i) Engine Management
(ignition and emission parts; ignition wires; battery cables; and
fuel system parts) and (ii) Temperature Control (air conditioning
compressors; other air conditioning parts; and heater parts).
Standard Motor's annualized revenues currently approximate $775
million.


STATER BROS: S&P Puts 'B+' Rating on Negative CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed the ratings on
three rated supermarket companies on CreditWatch with negative
implications.  This action reflects the possibility that current
ratings could be lowered or revised in the near term to
incorporate Standard & Poor's review of multi-employer pension
liability given market declines experienced in 2008.  The three
supermarkets are: Safeway Inc. (BBB/Watch Neg/A-2), Stater Bros.
Holdings Inc. (B+/Watch Neg/--), and Great Atlantic & Pacific Tea
Co. Inc. (The) (B/Watch Neg/--).

"While stock market performance year to date has been relatively
unchanged," explained Standard & Poor's credit analyst Stella
Kapur, "S&P believes that there is a risk that the funded status
for many multi-employer pension plans has deteriorated and could
represent meaningful obligations for plan participants because of
the severe decline in market performance in 2008."


SUNTRUST BANKS: Among 10 Banks Needing More Capital in Stress Test
-----------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


PNC FINANCIAL: Among Banks Needing More Capital in Stress Test
--------------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


TERESITA PANGANIBAN FERRER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Joint Debtors: Teresita Panganiban Ferrer
               Daniel Nobello Genove
               455 Arguello Dr
               Benicia, CA 94510

Bankruptcy Case No.: 09-29089

Chapter 11 Petition Date: May 7, 2009

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

Judge: Robert S. Bardwil

Debtors' Counsel: Kenneth R. Graham, Esq.
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170

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 the Joint Debtors.


TH PROPERTIES: Court Okays 30-Day Delay of SALs and SOFAs Deadline
------------------------------------------------------------------
Philadelphia Inquirer reports that the Hon. Stephen Raslavich of
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
granted TH Properties, L.P., on Monday a 30-day extension to the
middle of June, to file schedules including:

     -- lists of assets and liabilities,
     -- a statement of financial affairs,
     -- a schedule of current income, and
     -- a list of equity-security holders.

TH Properties amended on Friday its filing to show debt levels
between $100 million and $500 million, according to Philadelphia
Inquirer.  TH Properties, says Philadelphia Inquirer, initially
reported its indebtedness at $10 million to $50 million, but
building-industry sources had maintained that the amount was
closer to $150 million, with $100 million owed to 18 lenders and
$50 million to subcontractors and suppliers.

Philadelphia Inquirer relates that Anthony E. Jeremias, a
spokesperson for major TH Properties creditor Haines & Kibblehouse
of Skippack, said that the company met with the Debtor several
times about what it is owed, and "will continue to work directly
with THP to find a creative means of working through their
financial difficulties."  Haines & Kibblehouse denied that it was
interested in buying TH Properties, says the report.

TH Properties said in court documents that it planned to fulfill
its obligations to buyers and complete the units in its 12
projects, as well as restructure debt on other properties in the
hope of developing them in the future.  According to Philadelphia
Inquirer, TH Properties admitted that it would focus only on
current projects "due to limited resources and the overall
economic climate."

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.

T.H. Properties and its affiliates filed for Chapter 11 bankruptcy
protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).
Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis,
LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker
and Rhoads LLP represent the Debtors in their restructuring
efforts.  T.H. Properties listed $100,000,001 to $500,000,000 in
assets and $10,000,001 to $50,000,000 in debts.


TH PROPERTIES: Wants to Let Lenders to Finance Projects' Insurance
------------------------------------------------------------------
Alan J. Heavens at Philadelphia Inquirer reports that TH
Properties, L.P., has asked the Hon. Stephen Raslavich of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to let
the Company's lenders finance the insurance coverage for its 12
projects in Pennsylvania and New Jersey.

Lawyers for TH Properties co-owners Todd and Timothy Hendricks
said in court documents that Westfield Insurance Co. of Columbus,
Ohio, had notified them that coverage would end on May 7 for
nonpayment of a $82,999 premium due March 31, 2009.

According to court documents, TH Properties said that it had no
other sources of funds to pay $111,528 needed to ensure insurance
coverage through June 22 because it isn't currently operating.

Philadelphia Inquirer notes that if the Court approves TH
Properties' request, the Company would get about $154,836, or 150%
of the premium needed, from the lenders as a lien on their own
collateral.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.

T.H. Properties and its affiliates filed for Chapter 11 bankruptcy
protection on April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).
Barry E. Bressler, Esq., at Schnader, Harrison, Segal & Lewis,
LLP, and Natalie D. Ramsey, Esq., at Montgomery McCracken Walker
and Rhoads LLP represent the Debtors in their restructuring
efforts.  T.H. Properties listed $100,000,001 to $500,000,000 in
assets and $10,000,001 to $50,000,000 in debts.


THORNBURG MORTGAGE: U.S. Trustee Forms 7-Member Creditors Panel
---------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors of Thornburg Mortgage Inc. and its debtor-
affiliates.

The members of the Committee are:

   1) Deutsche Bank Trust Company Americas
      as Indenture Trustee
      c/o Stanley Burg
      60 Wall Street
      New York, New York 10008-2858
      Tel: (212) 250-5280
      Fax: (212) 797-0022

   2) Wilmington Trust Company
      as Indenture Trustee
      c/o Joseph B. Feil
      Rodney Square North
      1100 North Market Street
      Wilmington, Delaware 19890
      Tel: (302) 636-6466
      Fax: (302) 636-4145

   3) Wells Fargo Bank, N.A.
      as Indenture Trustee
      c/o James R. Lewis
      45 Broadway, 17th Floor
      New York, New York 10006
      Tel: (212) 515-5258
      Fax: (212) 524-4681

   4) Equibond, Inc.
      c/o Jay H. Lustig
      333 Castle Drive
      Belle Vernon, PA 15012
      Tel: (724) 872-6711
      Fax: (724) 872-7238

   5) Davis Selected Advisors, L.P.
      c/o Keith J. Sobol
      124 East Marcy Street
      Santa Fe, New Mexico 87501
      Tel: (505) 820-3032
      Fax: (505) 820-3008

   6) V.R. Global Partners, L.P.,
      c/o Richard Deitz
      77 Aurora Business Park
      Sadounicheskeys Nab. Bldg. 1
      Moscow 115035 Russia
      Tel: +74957878181
      Fax: +74957878183

   7) DuPont Pension Trust
      c/o Ming Shao
      One Righter Parkway, Suite 3200
      Wilmington, Delaware 19803
      Tel: (302) 477-6070
      Fax: (302) 477-6370

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 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
January 31, 2009.


THORNBURG MORTGAGE: Wilmington Trust Named to Creditors Committee
-----------------------------------------------------------------
Wilmington Trust has been appointed by the United States Trustee
to the unsecured creditors' committee in the bankruptcy of
Thornburg Mortgage Inc., which filed for Chapter 11 protection on
May 1, 2009 in the United States Bankruptcy Court for the District
of Maryland.  Wilmington Trust was appointed indenture trustee on
behalf of creditors who hold approximately $1.3 billion in debt
issued by Thornburg Mortgage entities.

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

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

                       About Wilmington Trust

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

                    About 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: Section 341(a) Meeting Scheduled for June 1
--------------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
creditors of Titlemax Holdings LLC and its debtor-affiliates on
June 1, 2009, at 2:00 p.m., in Office of the United States Trustee
at 222 West Oglethorpe Avenue, Room 304 in Savannah, Georgia.

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

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

                       About 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 U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  The Debtors have assets and debts both ranging from
$100 million to $500 million.


TOUSA INC: Hearing on Amended Disclosure Statement on Thursday
--------------------------------------------------------------
TOUSA, Inc., and its debtor affiliates will appear before the U.S.
Bankruptcy Court for the Southern District of Florida on May 14 to
seek approval of the disclosure statement explaining the revised
version of their First Amended Joint Chapter 11 Plan.

The most recent version of the TOUSA Plan filed on April 17, 2009,
embodies this revised operational plan.  The April 17 Amended Plan
thus contemplates the orderly monetization of TOUSA's assets in 24
to 36 months.

TOUSA filed its original Joint Plan of Reorganization on Oct. 14,
2008, which called for the conversion of more than $300 million of
second lien debt into equity.  The Plan was amended on Oct. 24,
2008, to disclose more information on company valuation, financial
projections, liquidation analysis and terms of new notes to be
issued under the Plan.  The Plan was further amended on Nov. 12,
2008, to include more disclosures on the March 2006 First Lien
Revolver Agreement, directors and officers indemnification
obligations, intercompany claims, amendment on certain class claim
designation and treatment, book value clarifications, and
litigation trust interests, among others.

Since then, the Company has decided to concentrate more on
finishing up ongoing projects, selling remaining inventory and
cashing in on land assets.

TOUSA has developed a comprehensive business plan designed to
minimize costs and maximize the sale value of assets for the
benefit of creditors, according to Paul Steven Singerman, Esq., at
Berger Singerman, P.A., in Miami, Florida.  The TOUSA revised
business plan contemplates the suspension of the Company's efforts
to generate new build-to-order sales and instead, provides for the
diversion of primary focus on completing and closing homes
currently under construction.  In addition, TOUSA aims to sell its
remaining inventory of "spec" homes, monetize land assets over
time, and negotiate the sale of the financial services businesses
operated by its non-Debtor indirect subsidiaries.  The asset sale
proceeds will be placed into escrow for distribution in accordance
with the Plan, upon resolution of the action commenced by the
Official Committee of Unsecured Creditors against certain of
TOUSA's prepetition lenders.

The Amended Plan also provides for these terms:

   * post-effective date status of TOUSA and its affiliates,
   * appointment of a Plan Administrator,
   * vesting of assets,
   * closing of TOUSA's Chapter 11 cases;
   * method of distribution under the Amended Plan;
   * monetization of assets;
   * creation of a Fee Funding Reserve; and
   * modification of certain claims treatment.

                      Post-Effective Date Status

The Amended Plan provides that each TOUSA Debtor will continue to
exist after the Plan Effective Date as a separate corporate
entity, limited partnership or limited liability company, with
all the powers of a corporation, limited partnership or limited
liability company pursuant to the applicable law in the
jurisdiction in which each applicable Debtor is incorporated or
formed and pursuant to the respective certificate of
incorporation and bylaws in effect before the Effective Date.

As of the Effective Date, the authority, power and incumbency of
the persons acting as directors and officers of TOUSA will be
terminated, and directors and officers will be deemed to have
resigned or been removed without cause.  Thereafter, a Plan
Administrator will be appointed and will succeed authority as
would have been applicable to TOUSA directors and officers.  The
share of new common stock of the Post-Effective TOUSA will be
issued to a Proceeds Account, which share of common stock will be
cancelled at the end of the implementation.

TOUSA will be permitted, on or after the Effective Date, to
change its corporate structure as necessary to become an LLC
either by merger or by election.  After the Effective Date, the
Plan Administrator has the authority to decide to maintain the
corporate existence of each Post-Effective Date TOUSA entity
until such time as all aspects of the Amended Plan have been
completed.  The Plan Administrator will dissolve Post-Effective
Date TOUSA and complete the winding up of its business.  In
connection with the liquidation of Post-Effective TOUSA, the Plan
Administrator will act as liquidating agent for Post-Effective
TOUSA.  Each Post-Effective Date TOUSA entity will be dissolved
and wound up in accordance with applicable law.

                         Vesting of Assets

Pursuant to Section 1141(b) and (c) of the Bankruptcy Code, all
property of the TOUSA estate and any property acquired by any of
the TOUSA Entities pursuant to the Plan will vest in each
respective Post-Effective Date TOUSA Entity and will be monetized
and distributed by the Plan Administrator under the Amended Plan
and the Confirmation Order.

Non-Core Asset Sale Procedures have facilitated bulk sales in the
ordinary course of TOUSA's business and have enabled TOUSA to
shed certain non-performing assets and increase its liquid cash
assets throughout these Chapter 11 cases.  As of March 31, 2009,
TOUSA has generated $40.761 million in cash pursuant to the Non-
Core Asset Sale Procedures and certain orders of the Bankruptcy
Court authorizing bulk sales of property.

                         Plan Administrator

The Plan contemplates that appointment of a Plan Administrator as
designated by TOUSA.  The duties and powers of the Plan
Administrator will include all powers necessary to implement the
confirmed Plan with respect to TOUSA and administer and monetize
the TOUSA assets.

   * The Plan Administrator may object to, seek to subordinate,
     compromise or settle any and all claims against TOUSA and
     causes of action of TOUSA, including operating causes of
     Action, that have not been allowed or provisionally allowed
     as of the Effective Date.
.
   * The Plan Administrator is authorized to retain professionals
     to assist in performing its duties under the Plan.

   * The Plan Administrator is authorized to enter into any
     agreement or execute any document consistent with the
     Amended Plan and perform all of TOUSA's obligations under
     the Amended Plan.

   * The Plan Administrator may incur any reasonable and
     necessary expenses in connection with the performance of its
     duties under the Amended Plan.

The Plan Administrator will be subject to an oversight committee,
which will oversee:

   -- the monetization of the TOUSA assets and the incurrence of
      any expense of more than $500,000, outside the ordinary
      course;

   -- the prosecution of operational causes of action; and

   -- the prosecution of claims objections.

The Bankruptcy Court is also contemplated to oversee these duties
of the Plan Administrator:

   -- responding to discovery requests and taking other actions
      related to the Committee Action; and

   -- reviewing other issues and questions that may arise in
      connection with administration of the Amended Plan.

The Plan Administrator will seek authority from the Bankruptcy
Court to close the TOUSA Chapter 11 cases when all disputed
claims have been allowed or disallowed by a final order and all
appropriate distributions pursuant to the Plan have been
executed.

                        Claim of Distribution

Mr. Singerman notes that the projected recovery under the Amended
Plan for many of the claims asserted against TOUSA is dependent
on the outcome of the Committee Action as well as the value of
the net proceeds available for distribution by the Plan
Administrator.  The Amended Plan provides that distributions to
holders of allowed claims and provisionally allowed claims
against TOUSA will be made by the Plan Administrator in
accordance with the terms of the Plan on the first Distribution
Date after which funds have become available.

                         Asset Monetization

The Plan Administrator will be tasked to monetize and convert the
TOUSA assets to cash and make timely distributions and not unduly
prolong the duration of Post-Effective Date TOUSA.  The Plan
Administrator is permitted to exercise its reasonable business
judgment in monetizing the assets of Post-Effective Date TOUSA to
cash to maximize recoveries.  The monetization of the TOUSA
assets may be accomplished through a sale of all the assets.  The
Plan Administrator's actions, however, will be subject to
oversight procedures.  The Plan Administrator will have no
liability to TOUSA, its estates, its creditors, the Creditors
Committee, the Committee members or any other party for the
outcome of its decisions in this regard.

In line with the monetization of the TOUSA assets, the Plan
Administrator will maintain individual ledgers for each TOUSA
Entity, which will include a record of the purchase price for
each sale of a TOUSA asset and any cost or expense associated
with that sale.  The Net Proceeds of those sales will be placed
in the Proceeds Account.  If, at the end of the Plan
Implementation Term, any of the TOUSA assets remain unsold, the
Plan Administrator will submit a certification to the Bankruptcy
Court to, on notice to the U.S.  Trustee, counsel to the First
Lien Term Agent, counsel to the Second Lien Agent, the Oversight
Committee and the Litigation Trustee, which certification will
include information as to why the Plan Administrator believes
that it would be inefficient or ineffective to sell the Unsold
Assets at that time.  If any Notice Party objects, the Bankruptcy
Court will schedule a hearing with respect to the certification
and may order that:

   (x) the Unsold Assets be valued and transferred to an entity,
       which will issue a note for the remaining secured First
       Lien debt, if any and which will issue equity to be
       distributed to or escrowed for the benefit of the holders
       of Second Lien Claims or Unsecured Claims; or

   (y) an auction at which the Unsold Assets will be sold for the
       highest Cash value available at the time, which Cash will
       be distributed to the Proceeds Account or to the holders
       of claims against the Debtors.

The Plan Administrator will maintain a separate record of the Net
Proceeds derived from each TOUSA Entity and any costs associated
with the sale of that Entity's assets.  After the Effective Date,
the Plan Administrator will make available to a Litigation
Trustee, on a reasonable basis and subject to appropriate
confidentiality restrictions, the books and records of each Post-
Effective Date TOUSA Entity.  Moreover, the Plan Administrator
will have the powers of administration with respect to TOUSA's
tax obligations, including filing of returns and completing the
final tax obligations upon liquidation and the representation of
filing of returns.

                    Creation of Fee Fund Reserve

As of the Effective Date, Post-Effective Date TOUSA will
establish a segregated account, funded in the aggregate amount of
the Revolver Fee Reserve, the Term Fee Reserve and the Second
Lien Fee Reserve, solely for the purpose of paying the actual
out-of-pocket fees and expenses incurred in connection with the
defense of the Committee Action and as provided for under the
First Lien Revolving Credit Agreement, First Lien Term Loan
Credit Agreement and Second Lien Term Credit Agreement in
accordance with the Plan.

                    Claim Designation & Treatment

TOUSA also amended the aggregate claim amount of these classes of
claim designations under the Amended Plan:

   Claim       Claim                             Amended
   Class       Designation                  Aggregate Amount
   -----       -----------                  ----------------
     NA        Administrative Claims             $4,900,000
     NA        Priority Claims                    4,900,000
     NA        US Trustee Fees                      300,000
     1A        First Lien Revolver Claims       214,091,452
     1B        First Lien Term Loan Claims      135,977,236
      2        Second Lien Claims               367,415,973
      3        Other Secured Claims              42,285,506
      4        Other Priority Claims              1,890,599

Full recovery is projected for Administrative Claims, Priority
Claims, US Trustee Fees, Class 3 Other Secured Claims and Class 4
Other Priority Claims.

In general, Class 1A First Lien Revolver Claims, Class 1B First
Lien Term Loan Claims, and Class 2 Second Lien Claims will
receive Net Proceeds derived from sale of all encumbered TOUSA
assets available for distribution, up to full payment of the
amount of allowed First Lien Revolver Claims.  Moreover, Class
1A, Class 1B and Class 2 will be entitled to separate reserve
accounts for reimbursement of reasonable actual out-of-pocket
expenses for the defense of the Committee Action.

The projected recovery for the First Lien Revolver Claims, First
Lien Term Loan Claims, and Second Lien Claims will be dependent
on the outcome of the Committee Action and the value of the
encumbered Net Proceeds available for distribution by the Plan
Administrator.

Projected recovery for Class 5A Senior Note Claims, Class 5B
General Unsecured Claims, and Class 5C Subordinated Note Claims
will also be dependent on the outcome of the Committee Action.

Classes 5A, 5B, 5C and 5D Claims will be paid their pro rata
share of a series of Litigation Trust Interests for the
applicable Debtor.  Any distributions will be subject to the
subordination provisions of the Subordinated Notes Indenture and
the PIK Notes Indenture.  Class 5C and 5D Claims will be allowed
against the Debtors, except Beacon Hill at Mountain's Edge, LLC.

TOUSA also appended exhibits to its Disclosure Statement
pertaining to intercompany loans and claims summary, copies of
which are available for free at:

    http://bankrupt.com/misc/Tousa_IntercompanyLoans.pdf
    http://bankrupt.com/misc/Tousa_ClaimsSummary.pdf

A full-text copy of TOUSA's First Amended Joint Plan dated
April 17, 2009, is available for free at:

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

A full-text copy of the TOUSA Disclosure Statement dated April
17, 2009, is available for free at:

    http://bankrupt.com/misc/Tousa_Apr17DiscStat.pdf

                      Liquidation  Analysis

TOUSA, with the assistance of restructuring consultants Zolfo
Cooper, LLC, prepared an amended Liquidation Analysis and
delivered it to the Court on April 22, 2009.  The Liquidation
Analysis determines the distribution that each holder of a claim
or equity interests would receive if the TOUSA bankruptcy cases
were converted into a proceeding under Chapter 7 of the
Bankruptcy Code.

TOUSA previously filed a Liquidation Analysis under the October
24, 2008 Amended Plan of Reorganization.

The Liquidation Analysis estimates a high recovery of 66% and a
low recovery of 44% with respect to the First Lien Secured Debt,
if the TOUSA cases were converted to a proceeding under Chapter 7
of the Bankruptcy Code.  Zolfo also forecasts zero recovery with
respect to the Second Lien Secured Debt if the TOUSA cases were
converted to a proceeding under Chapter 7.

                      TOUSA, Inc. and Affiliates
                 Consolidated Liquidation Analysis
                          (in thousands)

                                      Low      Midpoint    High
                                    Recovery   Recovery  Recovery
                                    --------   --------  --------
Estimated Proceeds
  Unrestricted Cash                 $196,038   $196,038  $196,038
  Land                                44,048     33,220    22,393
  WIP                                 55,128     30,451     5,773
  Deposits & Land Banking                  -          -
                                   ---------  --------- ---------
  Recoveries from Working
  Capital Assets                     295,214    259,709   224,204

  Fixed Assets                         1,284        790       295
  Investment in joint ventures             -          -         -
  Prepaid/Other Assets                   537        269         -
  Financial Services                   9,918      9,918     9,918
  Litigation Recovery                    TBD        TBD       TBD
                                   ---------  --------- ---------
  Aggregate Estimated Proceeds      $306,953   $270,685  $234,417
                                   =========  ========= =========

Less: Costs & Claims
  Costs of Wind Down                  84,983     84,983    84,983
  Chapter 7 Trustee Fees               6,659      5,571     4,483
  Administrative Claims                    -          -         -
                                   ---------  --------- ---------
Total Wind Down Costs & Claims        91,642     90,554    89,466
                                   ---------  --------- ---------
      Net Proceeds                  $215,642   $180,131  $144,951
                                   =========  ========= =========

      Recoveries:
      First Lien Secured Debt        327,443    327,443   327,443
      Estimated Recovery %               66%        55%       44%

      Amount Remaining after
      First Lien                           -          -         -

      Second Lien Secured Debt       367,416    367,416   367,416
      Estimated Recovery %                0%         0%        0%

      Amount Available for
      Unsecured Creditors                 -          -          -
                                   =========  ========= =========

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/Tousa_LiquidationAnalysis.pdf

                    Plan Distribution Analysis

TOUSA's management also developed a distribution analysis and
prepared cash flow projections for the calendar year 2009 through
the first quarter of 2011.  The Projections are based on the
forecasted consolidated results of the revised TOUSA business
plan.

TOUSA forecasts a total cash flow of $41.183 million by the
end of the 2009 fiscal year and a total cash flow of $60.28
million by the end of the 2010 fiscal year.  A negative total
cash flow of $5.164 million is estimated by the first quarter of
2011.

A copy of the Cash Flow Projections is available for free at:

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

Based on the revised business plan and related projections, TOUSA
estimated potential proceeds that would be available to creditors
if the Amended Plan is confirmed and effectuated.  The estimates
represent TOUSA management's assumptions regarding the costs that
would be incurred to implement the Amended Plan and the funds
that would be available for distribution to creditors.

   Aggregate Undiscounted Proceeds               $529,026,000
   Total costs                                       (427,727)
   Cash on Hand as of March 31, 2009              199,281,000
                                                 ------------
   Net Proceeds Available for Distribution       $295,581,000

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


WARDAL W HOUSTON: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Wardal W. Houston
               Carol L. Houston
               POB 22348
               Seattle, WA 98122

Bankruptcy Case No.: 09-14441

Chapter 11 Petition Date: May 7, 2009

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

Debtors' Counsel: J Todd Tracy, Esq.
                  Resolve Legal PLLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Tel: (206) 624-0123
                  Fax: (206) 624-8598
                  Email: todd@resolvelegal.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
16 largest unsecured creditors, is available for free at:

      http://bankrupt.com/misc/wawb09-14441.pdf

The petition was signed by the Joint Debtors.


WASHINGTON MUTUAL: Seeks July 23 Extension of Plan Filing Period
----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. ask Judge Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to further extend their exclusive periods to:

   (1) file a plan of reorganization through July 23, 2009; and

   (2) solicit and obtain acceptances of that plan through
       September 21, 2009.

The current deadline for the Debtors' exclusive plan filing
period is April 24, 2009, and for their exclusive solicitation
period deadline is June 23, 2009.

The Debtors seek a 90-day extension of their Exclusive Periods in
order to continue making progress on resolving the legal status
of certain of their assets, including those that relate to the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says.

Mr. Collins relates that in January 2009, the Federal Deposit
Insurance Corporation, as receiver for Washington Mutual Bank,
disallowed the Debtors' claim against it on account of WMB's
Receivership estate.  The Debtors challenged the disallowance and
filed a complaint against the FDIC on March 20, 2009, in the U.S.
District Court for the District of Columbia, seeking to recover
$6.5 billion in capital contributions, $4 billion in preferred
securities, and $3 billion in tax refunds.

Separately, JPMorgan Chase Bank, the acquirer of WMB, sought to
intervene in the FDIC Action.  Notwithstanding concurrent
negotiations between the Debtors and JPMorgan to resolve the
outstanding issues, JPMorgan commenced an adversary action
against the Debtors and FDIC.  Under the Complaint, JPMorgan
sought a declaratory judgment with respect to the ownership of
the assets and interests purchased in good faith from the FDIC.

While the FDIC Action was necessary to preserve the Debtors'
Claims against the Receivership and the FDIC, the Action and the
JPMorgan Adversary Proceeding have further complicated the
Debtors' large and complex Chapter 11 cases, Mr. Collins points
out.  The Litigations require from the Debtors a significant
portion of their time and energy, and "constitute substantial
drain on the Debtors' resources," Mr. Collins tells the Court.

Mr. Collins asserts that members of the Debtors' management have
been forced to spend countless hours of their time to prepare for
and respond to the FDIC and JPMorgan proceedings, including
formulating strategies, collecting factual information, preparing
legal documents and engaging in discussions with counterparties
and the Official Committee of Unsecured Creditors as well as
various creditor constituencies.  He adds that the resolution of
the legal and economic issues that are the subject of the
Litigations is essential for the formulation of a Chapter 11
plan.  In this light, it is thus impossible for the Debtors to
propose a feasible plan at the present time unless they know the
amount of assets available for distribution to their creditors,
Mr. Collins contends.

The Debtors point out that the Deposit Funds, aggregating more
than $4 billion and the foundation of any Chapter 11 plan they
will be proposing, is now the subject of JPMorgan's request for
recharacterization as capital contributions rather than deposit
liabilities.  "Until the [Bankruptcy] Court determines the true
nature of the Deposit Funds and whether JPMorgan possesses any
right of setoff or other rights, the Debtors cannot proceed with
[Chapter 11] plan preparations," Mr. Collins reasons out.

Against this backdrop, the Debtors ask Judge Walrath to further
extend their Exclusive Periods.  The Debtors affirm that the
Creditors' Committee has agreed to, and supports, their Excusive
Period extension request.

The Court will convene a hearing on May 20, 2009, to consider the
Debtors' request.  Pursuant to Del.Bankr.LR 9006-2 of the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
Exclusive Periods is automatically extended until the conclusion
of that hearing.  Objections, if any, must be filed by May 13.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Seeks Rule 2004 Discovery on JPMorgan
--------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. ask Judge Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware for permission to conduct a discovery pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure on JPMorgan
Chase & Co.

In February 2009, certain stakeholders of the Debtors filed with
the District Court of Galveston County, Texas, a lawsuit captioned
American Nat/I Ins. Co., et at. v. JPMorgan Chase & Co., et al.
Case No. 3:09-cv-00044, seeking billions of dollars arising from
the alleged misconduct of JPMorgan Chase Bank, National
Association, which lead up to JPMorgan's purchase of Washington
Mutual Bank's assets "for an amount far below the fair market
value of those assets."

The Texas Complaint alleges a "premeditated plan" by JPMorgan
designed to damage two of WaMu's significant assets, WMB and WMB
fsb, so that JPMorgan could purchase WMB's assets cheap to the
severe detriment of WaMu as the Bank's largest stakeholder.  Under
the Complaint, the WaMu shareholders assert that JPMorgan engaged
in "sham negotiations" designed to elicit confidential information
from the Debtors, and misused and publicly leaked confidential
information to gain an unfair advantage in obtaining WMB's long-
coveted assets at "fire sale" prices.

The Debtors seek to subject JPMorgan to an examination pursuant to
Rule 2004 with respect to the Texas Action.  The Examination is
aimed to investigate potential claims against JPMorgan based on
the Texas Action, allowing the Debtors, as estate fiduciaries, to
determine the validity and ownership of the potentially
significant claims, Neil R. Lapinski, Esq., at Elliott Greenleaf,
in Wilmington, Delaware, says.

To the extent the Examination demonstrates that the Debtors have
viable claims against JPMorgan, the claims are assets of the
Debtors' estates, through which any recovery resulting from the
assertion of the Claims will inure to the benefit of the Debtors
and their creditors, Mr. Lapinski contends.

Mr. Lapinski adds that since December 2007, WaMu has made
$6,500,000,000 in capital contributions to WMB, the value of
which was transferred to JPMorgan pursuant to an agreement with
the Federal Deposit Insurance Company to sell substantially all
of WMB's assets to JPMorgan in exchange for $1.88 billion and the
assumption of all of WMB's deposit liabilities.  In this light,
Mr. Lapinski maintains, discovery is necessary to determine if
there exists any claim against JPMorgan for fraudulent transfer
arising out of the Capital Contributions, and whether JPMorgan
has any legitimate basis to assert that it was a good-faith
transferee that took for value without knowledge of the
avoidability of the Transfers.

Mr. Lapinski further relates that WMB owed $177,000,000 to
certain of WaMu's subsidiaries under certain promissory notes.
The holders of the Non-Debtor Subsidiary Promissory Notes were
H.S. Loan Corporation, H.S. Loan Partners, WMHF A Delaware
Holdings LLC, and WMRP Delaware Holdings LLC, as predecessor-in-
interest to PCA Asset Holdings LLC.  There were also significant
intercompany receivables, aggregating $22,500,000, owed to WMI by
WMB.  In this regard, discovery is appropriate to investigate
whether the Intercompany Amounts Due have been assumed by
JPMorgan, which call for a turnover to be pursued against
JPMorgan, Mr. Lapinski asserts.

To facilitate the proposed discovery, the Debtors ask the Court
to require JPMorgan to produce documents relating to its "acts,
conduct, or property" or "liabilities and financial condition"
within 30 days after the Court's Order.

A list of the Debtors' First Document Requests for JPMorgan is
available for free at:

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

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Seeks July 23 Extension of Plan Filing Period
----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. ask Judge Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware for permission to exercise its ownership of Pacific Life
policies.

On January 31, 2002, the Debtors and The Bank of New York Mellon,
as trustee, entered into a Revocable Trust Agreement relating to
company-owned life insurance policies issued by Pacific Life
Insurance Company.  Pursuant to the Trust Agreement, Washington
Mutual Inc. transferred, assigned and conveyed certain assets,
including 105 of the PacLife Policies, to BoNY Mellon to hold in
trust, administer, and distribute.

A full-text copy of the BoNY Mellon Trust Agreement is available
for free at http://bankrupt.com/misc/WaMu&BNY_TrustAgreement.pdf

A list of Policies under the WaMu Revocable Trust is available for
free at http://bankrupt.com/misc/WaMu_PacLifePolicies.pdf

The Debtors assert that the Trust is their sole and exclusive
benefit and it includes:

   -- certain assets used to purchase the Policies;

   -- the Policies;

   -- the insurance proceeds payable upon the death of any
      insured party under the Policies;

   -- the Cash Surrender Value of the Policies; and

   -- any investment income resulting from the investments of
      cash held in the Trust made upon the direction of the
      Debtors.

As of March 31, 2009, the aggregate Cash Surrender Value of the
Policies total approximately $36.8 million.  The Policies are
solely an asset of WaMu and constitute property of WaMu's Chapter
11 estate, Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, asserts.

Mr. Collins relates that upon written request while an Insured is
living, WaMu may elect to surrender the Policies for their Cash
Surrender Value and terminate the Policies.  In the event an
Insured passes away prior to the surrender of a Policy, the
Debtors will no longer have any right to receive the Cash
Surrender Value for any applicable Policy covering the Insured,
but instead, will be entitled to the death benefit under the
Policy.  In either instance, PacLife is obligated to remit any
applicable Policy proceeds to the Trust.

The Debtors maintain that they are entitled to revoke the Trust
at any time, during which all assets held by the Trustee,
including all principal and undistributed income, will be
distributed back to them.  In this regard, the Debtors elected to
surrender and terminate the Policies in exchange for their Cash
Surrender Value, Mr. Collins tells the Court.

Mr. Collins points out that in electing to surrender the
Policies, the Debtors will receive a cash payment of
approximately $36.8 million, thereby increasing their near-term
liquidity and ensuring that the assets are available for
distribution to creditors.  Facilitating the ultimate termination
of the Trust, in turn, he continues, will save the Debtors fees
and expenses attributable to the administration of the Policies.
"Hence, taking action to surrender, change ownership, or initiate
cash withdrawals from the Policies falls squarely within the
Debtors' rights under the Policies and constitutes an efficient
and cost-effective means of realizing the value of the Policies,"
Mr. Collins notes.

Mr. Collins assures the Court that the Debtors are not affecting
the interests of any other party in pursuing their rights over
the Policies.  He further noted that PacLife has indicated that
it is prepared to acknowledge the Debtors' rights with respect to
the Policies, but has requested Court approval of any exercise of
the rights.  BoNY Mellon, as Trustee, also requested that the
Court provide advance approval of any and all applicable
distributions of Policy proceeds and the termination of the
Trust.

Against this backdrop, the Debtors ask the Court, pursuant to
Sections 105(a) and 363 of the Bankruptcy Code, to allow:

   (a) them to exercise ownership rights, including rights to
       surrender, ownership change or withdrawal, over the
       Policies;

   (b) PacLife to remit any proceeds of the Policies to the
       Trustee, where applicable;

   (c) the Trustee to distribute any and all Policy proceeds to
       the Debtors, where applicable; and

   (d) the termination of the Trust.

Judge Walrath will convene a hearing to consider the Debtors'
request on May 20, 2009.

                      JPMorgan Reacts

JPMorgan Chase Bank, National Association, as purchaser of
Washington Mutual Bank, argues that the Debtors' proposal does
not appear to permit them to (i) assert ownership over the Policy
Nos. 7675A and 7729A, or (ii) terminate the Trust until the
ownership of those Disputed Policies have been resolved.

In this regard, JPMorgan reserves its right to object to the
Debtors' Motion to the extent the Debtors seek to enforce
ownership over the Disputed Policies.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).



WASHINGTON MUTUAL: To Employ Elliott Greenleaf as Special Counsel
-----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. seek permission
from Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Elliott Greenleaf as their Delaware
special litigation and conflicts counsel, nunc pro tunc to the
Petition Date.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Debtors believe that Elliott
Greenleaf is well-qualified to render litigation and conflicts
services in their cases, given the firm's experience with
handling legal matters in the District of Delaware.  Moreover, he
notes, attorneys at Elliott Greenleaf have become familiar with
the Debtors' business affairs and capital structure.  Thus, the
firm is equipped with the necessary background to deal
effectively with many legal issues that may arise in the Debtors'
cases.

As Delaware special litigation and conflicts counsel to the
Debtors, Elliott Greenleaf will:

   (1) assist and advise the Debtors in connection with the
       Adversary Proceeding commenced by JPMorgan Chase Bank,
       National Association, against the Debtors and the Federal
       Insurance Deposit Corporation, as receiver of Washington
       Mutual Bank;

   (2) commence, if necessary, and prosecute adversary
       proceedings against all necessary parties, particularly
       those parties related to present or former clients of
       Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges
       LLP;

   (3) attend meetings and negotiate with any party related
       to the JPMorgan Adversary Proceeding or against which the
       Debtors may commence an adversary proceeding;

   (4) take all necessary action to protect and preserve the
       interests of the Debtors, including (i) the prosecution of
       actions on their behalf, and (ii) negotiations concerning
       litigation in which the Debtors are involved;

   (5) prepare, on behalf of the Debtors, all necessary adversary
       complaints and related motions, applications, answers,
       orders, reports and other papers in support of positions;

   (6) appear, as appropriate, before the Court, the appellate
       courts, state courts and the United States Trustee to
       protect the interests of the Debtors; and

   (7) perform other necessary legal services in the Debtors'
       Cases, as may be appropriate.

The Debtors intend to pay the Elliott Greenleaf professionals for
their services in accordance with these hourly rates:

       Professional                            Hourly Rate
       ------------                            -----------
       Rafael X. Zahralddin-Aravena               $575
       Henry F. Siedzikowski                       565
       Brian R. Elias                              260
       Neil R. Lapinski                            375
       William M. Kelleher                         400
       Shelley A. Kinsella                         385
       Jeffrey M. Rigby                            225
       Elizabeth A. Williams                       210
       Kristin A. McCloskey                        200
       Aron M. Pillard                             200
       Jessi A. Adkins                             200
       Philip Giordano                             175

The Debtors also intend to reimburse Elliott Greenleaf for its
necessary out-of-pocket expenses.

The Debtors have also sought the Court's approval of their
employment of Quinn Emanuel Urquhart Oliver & Hedges, LLP, as
special litigation and conflicts for the Debtors in connection
with litigations relating to JPMorgan Chase & Co., as the
acquirer of Washington Mutual Bank.  Elliott Greenleaf has
discussed with Quinn Emanuel and the Debtors a division of
responsibility in order to minimize duplication of efforts on
behalf of the Debtors, Mr. Collins assures the Court.

Rafael X. Zahralddin-Aravena, Esq., a managing director at
Elliott Greenleaf, maintains that his firm does not represent,
has not represented and will not represent any entity other than
the Debtors in matters related to the Chapter 11 cases.  He
affirms that Elliott Greenleaf is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

Judge Walrath will convene a hearing on May 20, 2009, to consider
approval of the Debtors' Application.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).



WASHINGTON MUTUAL: San Buenaventura Alleges Fraud vs. Officers
--------------------------------------------------------------
The city of Buenaventura in Ventura, California, filed with
Superior Court of the State of California in San Francisco
County, a complaint alleging fraud and deceit, negligent
misrepresentation, breach of fiduciary duty and violation of
Section 25400 of the California Corporations Code, against these
officers and directors of Washington Mutual, Inc.:

   * Kerry Killinger
   * Thomas Casey
   * Stephen Rotella
   * Ronald Cathcart
   * David Schneider
   * Stephen Frank
   * Thomas Leppert
   * Phillip Matthews
   * Michael Murphy
   * William Reed, Jr.
   * Orin Smith
   * Deloitte & Touche, LLP

Mark C. Molumphy, Esq., at Cotchett, Pitre & McCarthy, in
Burlingame, California, relates that in 2006 and 2007,
approximately 70% of WaMu's net interest income was generated by
residential real estate loans and related products, majority of
which are in California.  He notes that WaMu and the Defendants,
assisted by Deloitte as the Company's auditor, disclosed that
they were taking risk management processes to minimize the credit
risk involved in lending sums to borrowers.  WaMu reassured
unsuspecting investors through its financial results that it was
taking appropriate allowances for loan losses while raising funds
from them, including the City.

Mr. Molumphy contends that to conceal the negative impact that
the deteriorating credit quality of WaMu's home mortgage loans
had on the Company's financial condition, the Defendants
"improperly accounted for the impairment of WaMu' loan portfolio
by materially understating WaMu's provisioning for loan and lease
losses, thereby [overstating] WaMu's net income and earnings per
share."  Moreover, he continued, WaMu increasingly underwrote
high-risk loans with loose underwriting standards and inflated
appraisals, which it knew were impaired.

In September 2007, in reliance on the Defendants'
misrepresentations, the City purchased a substantial interest in
a WaMu note, at a par amount of $5,000,000 and a 6.875% coupon,
with a maturity date of June 15, 2011.  California held the Note
in its custodial account at all times.

In 2008, however, WaMu revealed the full extent of its losses,
acknowledging that its portfolio of supposedly high-quality home
loans was tainted with substantially impaired assets.  WaMu
estimated "$17 to $23 billion of embedded losses in its current
book of business" as of April 2008.  As a result, WaMu is in
default on coupon payments due to the City.

In this light, Mr. Murphy argues, the Defendants made false and
misleading material representations and omissions to the City, as
exhibited in press releases, public statements, financial
statements, unqualified audit reports, filings with the
Securities and Exchange Commission and other disclosures.  He
contends that each of the Defendants intentionally concealed
adverse, non-public information from the City with respect to the
Note.  The Defendants acted, he asserts, pursuant to a scheme and
conspiracy, to induce the City's purchase and retention of the
Note by circulating or disseminating, in or from California,
information that falsely described WaMu's financial condition and
exposure.

Accordingly, the City asked the Court to grant it compensatory
and general damages, special damages, restitution, prejudgment
interest at the maximum rate, punitive and exemplary damages, the
costs of proceedings, and attorney's fees.  The City demands a
trial by jury.

A full-text copy of the City's Complaint is available for free at

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

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000 to
$1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WELLCARE HEALTH: Resolution Won't Affect S&P's 'B-' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that WellCare Health Plans
Inc.'s (B-/Negative/--) announcement that it has reached a
resolution to the government investigation does not affect S&P's
ratings or outlook on the company.  WellCare announced on May 5
that it will pay $80 million as part of a deferred prosecution
agreement with the U.S. Attorney's Office for the Middle District
of Florida and the Florida Attorney General's Office to resolve
allegations that it tried to defraud Florida's Medicaid and
Healthy Kids programs under certain contracts (2004-2007).
WellCare will pay $25 million immediately and the remaining
approximately $19.8 million no later than Dec. 31, 2009.  In
August 2008, the company paid $35.2 million of the $80 million now
owed per the resolution.

WellCare's debt structure consists of a $152.8 million (current
balance) bank term loan due May 13, 2009.  Based on year-end 2008
financials and discussions with management, S&P believes that
WellCare maintains the capacity to meet this very near-term debt
repayment obligation as well as the $25 million payment required
per the DPA.  S&P plans to review its rating outlook on the
company shortly, following discussion with management, the release
of first-quarter 2009 financials, and the repayment of the debt
upon maturity.


WELLS FARGO: Among 10 Needing More Capital in Stress Test
---------------------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                        ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


WESTSOUND BANK: Closed May 8; Kitsap Bank Assumes All Deposits
--------------------------------------------------------------
Westsound Bank, Bremerton, Washington, was closed May 8, 2009, by
the Washington Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Kitsap Bank, Port Orchard,
Washington, to assume all of the deposits, except those from
brokers, of Westsound Bank.

Westsound Bank's nine offices will reopen today, May 11, as
branches of Kitsap Bank.  Depositors of the failed bank will
automatically become depositors of Kitsap Bank.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.

As of March 31, 2009, Westsound Bank had total assets of $334.6
million and total deposits of $304.5 million.  Kitsap will not
assume the approximately $9.4 million in brokered deposits.  The
FDIC will pay the brokers directly.  Customers who placed money
with brokers should contact them directly for more information
about the status of their deposits.

Customers who would like more information on the May 8 transaction
should visit the FDIC's Web site at:

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

In addition to assuming the failed bank's deposits, Kitsap Bank
will purchase $49.3 million of assets comprised of cash, cash
equivalents, marketable securities and loans secured by deposits.
The FDIC will retain the remaining assets for later disposition.

The transaction is the least costly resolution option, and the
FDIC estimates the cost to its Deposit Insurance Fund will be $108
million.  Westsound Bank is the 33rd FDIC-insured institution to
be closed this year and the second in Washington.  The last bank
to be closed in the state was the Bank of Clark County on
January 16, 2009.


WL HOMES: Committee Wants Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WL Homes LLC and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to convert the Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings.

The Committee argues that the Debtors' reorganization efforts
appear to exist solely at the behest and for the benefit of their
insider prepetition lender and corporate parent, Emaar American
Corporation, and indirect subsidiary of Emaar Properties PJSC.  In
its objection, Emaar American is:

   -- the indirect holder of 100% of the equity in each of the
      Debtors';

   -- an unsecured creditors asserting claims for loans of about
      $400 million;

   -- a secured creditor asserting claims for prepetition loans or
      secured guaranties of approximately $8 million; and

   -- the proposed debtor-in-possession lender with respect a
      $30.8 million DIP facility.

The Committee reminds the Court that it also objected to the
Debtors' request to obtain postpetition secured financing
protesting that Emaar American's effort to manipulate the DIP
facility terms to (i) gain release from the Debtors and their
creditors; (ii) eviscerate creditors' rights to meaningfully
participate in the Chapter 11 cases; and (iii) hamstring the
Committee's role to act as the only independent fiduciary in the
Debtors' cases to review their operations and monitor the actions
of Emaar American.

On the background, confirmation of a plan is not possible because
the only impaired consenting class of creditors that could confirm
a plan is the class of non-insider unsecured creditors, the
Committee points out.  The Debtors have shut down operations and
plan to liquidate their assets to Emaar American rather than
restructure, the Committee relates.

The conversion of the Debtors' cases is necessary to allow an
independent fiduciary to administer these cases and liquidate
these assets in a fair and impartial manner, the Committee
contends.  The conversion will preserve unencumbered assets of the
Debtor, the Committee adds.

Hearing to consider approval of the Committee's request has yet to
be determined.

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC, dba John Laing
Homes, sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between $500 million and
$1 billion.


WR GRACE: Montana Court Acquits Grace & Execs. From Libby Case
--------------------------------------------------------------
Judge Donald W. Molloy of the U.S. District Court for the District
of Montana acquits and discharges W.R. Grace & Company, and three
of the company's former executives -- Robert Bettachi, former
senior vice president; Jack Wolter, former vice president and
general manager of the Libby, Montana, vermiculite mine's
Construction Products Division; and Henry Eschenbach, former
director of health and safety, from the criminal case filed by the
U.S. Government after the jury found the defendants not guilty of
the conspiracy and fraud charges asserted by the Government.

Judge Donald, in early May 2009, dismissed the criminal case
against William McCraig, former manager of operations at Libby,
and Robert Walsh, former vice president of Grace.

The Government filed the criminal case accusing Grace and the
former executives of conspiracy and fraud related to the emissions
of hazardous chemicals at Grace's vermiculite mine in Libby.
Specifically, the Government charged Grace and the former
executives of:

  (1) conspiring knowingly to release asbestos, a hazardous air
      pollutant, into the ambient air, thereby knowingly placing
      persons in imminent danger of death or serious bodily
      injury in violation of Section 7413(c)(5)(A) of the Public
      Health and Welfare Code; and

  (2) conspiring to defraud the United States in violation of
      Section 371 of the Crimes and Criminal Procedures Code.

In addition to the dual-object conspiracy, the indictment charges
Grace and its executives with three counts of knowing
endangerment under the Clean Air Act and four counts of
obstruction of justice in violation of Sections 1505 and 1515(b)
of the Crimes and Criminal Procedures Code.  The Government
accuses that:

  * Grace and its executives acted corruptly, meaning that it
    acted with an improper purpose, personally or by influencing
    another, including making a false or misleading statement,
    or withholding, concealing, altering, or destroying a
    document or other information;

  * Grace and its executives obstructed, impeded or endeavored
    to influence, obstruct, or impede the due and proper
    administration of the law; and

  * there was a pending proceeding before a department or agency
    of the United States.

Grace, from 1963 to 1992, operated the Libby mine.  Vermiculite
ore, which is contaminated with a form of asbestos, has spread
around Libby and has brought asbestos-related diseases, including
mesothelioma, a form of cancer caused by asbestos, to Libby
residents.  Though vermiculite was processed and sold commercially
as attic insulation through the product called Zonolite Attic
Insulation, in Libby, where people have easy access to the ore,
vermiculite is used in many things, including plasters in walls,
on driveways, and as soil amendments.  Trial on the criminal case
started on February 19, 2009.

The verdict, a full-text copy of which is available for free
at http://bankrupt.com/misc/Verdict_LibbyCase1.pdfwas signed
May 8, 2008.

                    W.R. Grace's Statement

"We at Grace are gratified by [the] verdict and thank the men and
women of the jury who were open to hearing the facts.  We always
believed that Grace and its former executives had acted properly
and that a jury would come to the same conclusion when confronted
with the evidence," Fred Festa, Chairman, President and CEO of W.
R. Grace & Co.

"During the time that Grace owned and operated the mine in Libby,
Montana, the Company worked hard to keep the operations in
compliance with the laws and standards of the day.  Grace is
committed to continually improving its Environment, Health and
Safety performance.  We comply with all applicable laws, rules and
regulations wherever we operate in the world.  We are fortunate to
have a group of dedicated employees who take their
responsibilities seriously and care about the safety of our
customers, their co-workers, their families and the communities in
which they live."

                         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)


* A.M. Best's U.S. Banking First Quarter Interest Rate Review
-------------------------------------------------------------
With the total U.S. deficit in 2009 projected to exceed
$1.85 trillion, or 13.1% of the estimated gross domestic product,
the U.S. Treasury estimates its funding needs over the next two
years will be the largest in at least half a century, A.M. Best
Co. notes in a special report.  The record amount of Treasury debt
to be auctioned in 2009 raises questions as to whether demand can
keep pace with the increase in supply.

   -- The Treasury hopes foreign and domestic investors seeking
      safe and liquid assets will continue to embrace the ramped-
      up issuance.

   -- As consumer confidence has plunged and unemployment has
      increased, individuals have been saving more out of fear
      they may lose their jobs.

   -- In fourth quarter 2008, personal savings jumped to 3.2% of
      disposable personal income from 0.4% a year earlier, and
      household investments moved strongly into the Treasury
      market.

   -- As confidence in banks gradually recovered, fourth quarter
      2008 data suggest households sought banking deposits as
      another secure alternative to equities.

   -- The resulting flow of capital is expected to depress near-
      term deposit rates, allowing healthy banks to raise capital
      more easily.

   -- As the U.S. government finances massive stimulus bills and
      an enormous deficit, the Treasury has boosted its bond
      issuance, but the escalating activity still may not meet the
      government's needs.

   -- Given the U.S.' heavy dependence on other countries' demand
      to fill Treasury issuances, any change in foreign sentiment
      toward the U.S economy will make filling the Treasury
      auctions extremely difficult.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the financial and health
care service industries, including insurance companies, banks,
hospitals and health care system providers.


* A.M. Best Special Report: U.S. Health-2008 GAAP Financial Review
------------------------------------------------------------------
The health care industry had a difficult 2008.  Trends remained
stable, but it was the first year in many that several companies
had revised their yearly earnings projections, A.M. Best Co. notes
in a special report.  Previously, underwriting income declines
could be offset by positive investment returns.  However, 2008's
challenging investment environment, resulting in lower investment
income and write-downs from investments in formerly highly rated
companies, could not make up for the shortfall in underwriting.

   -- Overall, the managed care industry's net income fell by
      36.5%, year over year, due to a 22.5% decline in
      underwriting income and an almost 60% decline in investment
      income.

   -- In the first seven months of 2008, eight companies lowered
      their earnings targets, with two of the companies reporting
      additional earnings revisions in the fourth quarter.

   -- The earnings revisions were the result of several issues,
      including increasing outpatient utilization, lower fully
      insured enrollment and higher-than-expected benefit
      buydowns, as well as those specific to 2008, including the
      more severe flu season and adverse selection resulting from
      pricing and benefit plan design on specific products.

   -- As a result of lower earnings, the earnings before interest
      taxes depreciation and amortization (EBITDA) margin declined
      to 6.1%, on average, at year-end 2008 compared with 9.6% at
      year-end 2007.

   -- In September 2008, A.M. Best Co. revised its outlook to
      negative for the health insurance industry, partly due to
      the potential for investment write-downs, higher financial
      leverage and the impact of the economic downturn on
      commercial enrollment.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the finan


* Implications for DBRS U.S. Bank Ratings of SCAP Results
---------------------------------------------------------
Following the release of the results of the Supervisory Capital
Assessment Program by the U.S. federal banking supervisors,
Dominion Bond Rating Service comments that it is evaluating the
implications of this additional SCAP disclosure for its ratings of
the 19 covered banks, as well as its ratings for U.S. banks
generally.  DBRS is already factoring into its ratings the credit
deterioration resulting from the severe economic downturn and the
ongoing disruptions in the financial markets.  DBRS views the SCAP
results as an additional insight into the stress that banks may
face in the coming quarters.  The results provide further
perspective on the regulators' views of the ongoing market
disruption, as well as their opinion on the appropriate quantity
and quality of capital that is required by each of the nineteen
banks to weather the current storm.  Importantly, DBRS sees
longer-run benefits for issuer ratings resulting from the
supervisors' increased concern with the composition of capital,
which should lead to the near-term bolstering of the individual
bank's capital strength.

DBRS continues to evaluate the position of individual banks while,
considering the impact of the deteriorating economic environment
and resulting trends in credit quality.  DBRS continues to take
advantage of quarterly earnings reports to consider the position
of each bank that it rates and take ratings action where
appropriate.  Quarterly earnings provide additional information,
not only on credit trends, but also on the state of a bank's
franchise.  These quarterly reports also provide detail on a
bank's ongoing ability to generate income before provisions and
taxes and its ability to cope with the challenging environment.
Given the deteriorating trends in credit quality and DBRS's
economic outlook, ratings actions have generally been negative. As
a result, DBRS does not anticipate any extensive ratings actions
based on the SCAP results, but notes that this does not preclude
further ratings actions based upon these results and the plans
that individual banks propose.


* Westsound Bank Closing Hikes 2009 Failed Banks to 33
------------------------------------------------------
Another bank was closed in Washington on May 8, raising the total
of FDIC-insured institutions closed this year to 33.

The number could rise further this year as there were 252
financial institutions in the Federal Deposit Insurance Company's
"Problem List" as of the end of 2008, compared with only 76 in the
prior year.

According to Bloomberg News, tumbling home prices and surging
unemployment caused more borrowers to fall behind on loan payments
to banks.

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
Westsound Bank, Bremerton, WA                      05/08/09
America West Bank, Layton, UT                      05/01/09
Citizens Community Bank, Ridgewood, NJ             05/01/09
Silverton Bank, N.A., Atlanta, GA                  05/01/09
First Bank of Idaho, Ketchum, ID                   04/24/09
First Bank of Beverly Hills, Calabasas, CA         04/24/09
Heritage Bank, Farmington Hills, MI                04/24/09
American Southern Bank, Kennesaw, GA               04/24/09
Great Basin Bank of Nevada, Elko, NV               04/17/09
American Sterling Bank, Sugar Creek, MO            04/17/09
New Frontier Bank, Greeley, CO                     04/10/09
Cape Fear Bank, Wilmington, NC                     04/10/09
Omni National Bank, Atlanta, GA                    03/27/09
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of the closed banks:

                                             Buyer's     FDIC Cost
                                             Assumed  to Insurance
                                             Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
Westsound Bank      Kitsap Bank                 $295.1     $108.0
America West        Cache Valley Bank           $284.1     $119.4
Citizens Community  N.J. Community Bank          $43.7      $18.1
Silverton Bank      -- No Buyer --                   -   $1,300.0
First Bank of Id    US Bank, Minneapolis        $261.2     $191.2
First Bank of BH    -- No Buyer --                   -     $394.0
Heritage Bank       Level One Bank              $101.7      $71.3
American Southern   Bank of North Georgia        $55.6      $41.9
Great Basin Bank    Nevada State Bank           $221.4      $42.0
American Sterling   Metcalf Bank, Lee Summit    $171.9      $42.0
New Frontier Bank   -- No Buyer --                   -     $670.0
Cape Fear Bank      First Federal, Charleston   $403.0     $131.0
Omni National       -- No Buyer --                   -     $290.0
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html
                 Satellite Office for Failed Banks

The FDIC has said it will open a temporary satellite office in
Jacksonville, Florida, to manage receiverships and to liquidate
assets from failed financial institutions primarily located in the
eastern states.

After conducting a competitive leasing acquisition process, the
FDIC entered into a short-term agreement to lease space at 7777
Baymeadows Way in Jacksonville.  The decision was based on mission
needs and workload.

The new office will provide facilities for up to 500 nonpermanent
staff and contractors.  Staffing will be based on the workload
needs of this office, based on the number of closings in the
eastern states, the resulting number of receiverships, and the
post-closing workload.

Throughout its history, the FDIC has used these offices to keep
temporary asset resolution staff closer to the concentration of
failed bank assets they oversee.  As the work diminishes, the
temporary satellite offices are closed.

The FDIC expects to gradually move into the space starting in mid-
September 2009.

                     252 Banks in Problem List

No advance notice is given to the public when a financial
institution is closed.  The FDIC has a "problem list" of banks,
although the list is not divulged to the public.

As previously reported by the TCR, the number of FDIC-insured
commercial banks and savings institutions reporting financial
results fell to 8,305 at the end of 2008, down from 8,384 at the
end of the third quarter.  The net decline of 79 institutions was
the largest since the first quarter of 2002.  Fifteen new
institutions were chartered in the fourth quarter, the smallest
number in any quarter since the third quarter of 1994.  Seventy-
eight insured institutions were absorbed into other institutions
through mergers, and 12 institutions failed during the quarter
(five other institutions received FDIC assistance in the quarter).
For all of 2008, there were 98 new charters, 292 mergers, 25
failures and 5 assistance transactions.  Five institutions with
total assets of $1.3 trillion were assisted by the FDIC in 2008.
This is the largest number of failed and assisted institutions in
a year since 1993, when there were 50.

At year-end, 252 insured institutions with combined assets of
$159 billion were on the FDIC's "Problem List."  These totals are
up from 171 institutions with $116 billion in assets at the end of
the third quarter, and 76 institutions with $22 billion in assets
at the end of 2007.  The Problem List's 252 institutions at the
end of the fourth quarter of 2008 is the largest number since the
middle of 1995.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

A copy of FDIC's Quarterly Banking Profile is available at:

          http://researcharchives.com/t/s?3aa5


* Stress Test Results of 19 Largest U.S. Banks
----------------------------------------------
The results of a comprehensive, forward-looking assessment of the
financial conditions of the nation's 19 largest bank holding
companies (BHCs) by the federal bank supervisory agencies were
officially released on Thursday, May 7.

The exercise -- conducted by the Federal Reserve, the Office of
the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation -- was conducted so that supervisors could determine
the capital buffers sufficient for the 19 BHCs to withstand losses
and sustain lending -- even if the economic downturn is more
severe than is currently anticipated.

In a detailed summary of the results of the Supervisory Capital
Assessment Program (SCAP), the supervisors identified the
potential losses, resources available to absorb losses, and
resulting capital buffer needed for the 19 participating BHCs.
The SCAP is a complement to the Treasury's Capital Assistance
Program (CAP), which makes capital available to financial
institutions as a bridge to private capital in the future.

According to the stress test results, after taking account of
losses, revenues and reserve build requirements, in the aggregate,
the BHCs need to add $185 billion to capital buffers to reach the
target SCAP capital buffer at the end of 2010 under the more
adverse scenario.  With respect to this estimate:

   -- the $185 billion accrues to 10 of the 19 firms, meaning 9 of
      the 19 firms already have capital buffers sufficient to get
      through the adverse scenario in excess of 6 percent Tier 1
      capital and 4 percent Tier 1 Common capital.

   -- the vast majority of this $185 billion comes from a
      shortfall in Tier 1 Common capital in the more adverse
      scenario, with virtually no shortfall in overall Tier 1
      capital.  This result means that while nearly all the firms
      have sufficient Tier 1 capital to absorb the unusually high
      losses of the more adverse scenario and still end 2010 with
      a Tier 1 risk-based ratio in excess of 6%, 10 of these firms
      had capital structures that are too strongly tilted toward
      capital other than common equity.  Thus, each of the 10
      firms needing to augment their capital as a result of this
      exercise must do so by increasing their Tier 1 Common
      capital.

Including the capital actions made by banks and their first
quarter 2009 annual results, the 10 BHCs will only need to raise a
combined $74.6 billion in capital.

                                    ($ in billions)
                                                      Required
                                                   Capital Buffer
                                                ------------------
                                                             After
                                                           Capital
                                                         Actions &
                               2009 & 2010        As of   After Q1
   Bank                        Loss Estimates   12/31/08   Results
   ----                        --------------   --------   -------
   Citigroup Inc.                  $104.7        $92.6       $5.5
   Bank of America Corporation      136.6         46.5       33.9
   Wells Fargo & Company             86.1         17.3       13.7
   Morgan Stanley                    19.7          8.3        1.8
   GMAC LLC                           9.2          6.7       11.5
   SunTrust Banks Inc.               11.8          3.4        2.2
   Regions Financial Corp             9.2          2.9        2.5
   Fifth Third Bancorp                9.1          2.6        1.1
   KeyCorp                            6.7          2.5        1.8
   PNC Financial Services Group Inc  18.8          2.3        0.6

   American Express Company          11.2          0.0        0.0
   BB&T Corporation                   8.7          0.0        0.0
   The Bank of New York Mellon        5.4          0.0        0.0
   Capital One Financial Corp        13.4          0.0        0.0
   The Goldman Sachs Group Inc       17.8          0.0        0.0
   JPMorgan Chase & Co.              97.4          0.0        0.0
   MetLife Inc.                       9.6          0.0        0.0
   State Street Corporation           8.2          0.0        0.0
   U.S. Bancorp                      15.7          0.0        0.0
                                   ------       ------     ------
                                   $599.2       $185.0      $74.6

A copy of the Stress Test results is available for free at:

         http://bankrupt.com/misc/May09-StressTest.pdf

According to Federal Reserve Chairman Ben S. Bernanke, the 19
banks covered by the "stress tests" play a vital role in our
economy, holding among them two-thirds of the assets and more than
one-half of the loans in the U.S. banking system.

                       Not Tests of Solvency

With respect to the stress tests, Mr. Bernanke clarified, "These
examinations were not tests of solvency; we knew already that all
these institutions meet regulatory capital standards.  Rather, the
assessment program was a forward-looking, "what-if" exercise
intended to help supervisors gauge the extent of the additional
capital buffer necessary to keep these institutions strongly
capitalized and lending, even if the economy performs worse than
expected between now and the end of next year."

"The results released [May 7] should provide considerable comfort
to investors and the public," Mr. Bernanke said.

He noted that the examiners found that nearly all the banks that
were evaluated have enough Tier 1 capital to absorb the higher
losses envisioned under the hypothetical adverse scenario.
Roughly half the firms, though, need to enhance their capital
structure to put greater emphasis on common equity, which provides
institutions the best protection during periods of stress.  Many
of the institutions have already taken actions to bolster their
capital buffers and are well-positioned to raise capital from
private sources over the next six months.  "However, our
government, through the Treasury Department, stands ready to
provide whatever additional capital may be necessary to ensure
that our banking system is able to navigate a challenging economic
downturn."

The estimates reported by the Federal Reserve represent values for
a hypothetical 'what-if' scenario and are not forecasts of
expected losses or revenues for the firms, a joint press release
by the Federal Reserve, the U.S. Treasury and the FDIC also
clarified.

                 Nov. 9 Deadline for Capital Plan

According to the joint release, any U.S. bank holding company
(BHC) needing to augment its capital buffer at the conclusion of
the SCAP will have until June 8th, 2009 to develop a detailed
capital plan, and until November 9th, 2009 to implement that
capital plan

Over the next 30 days, any BHC needing to augment its capital
buffer will develop a detailed capital plan to be approved by its
primary supervisor, in consultation with the FDIC, and will have
six months to implement that plan. In light of the potential for
new commitments under the Capital Assistance Program or exchanges
of existing CPP preferred stock, supervisors will consult with
Treasury on the development and evaluation of the plans. The
capital plan will consist of three main elements:

    * A detailed description of the specific actions to be taken
to increase the level of capital and/or to enhance the quality of
capital consistent with establishing the SCAP buffer. BHCs are
encouraged to design capital plans that, wherever possible,
actively seek to raise new capital from private sources. These
plans should include actions such as:

      -- Issuance of new private capital instruments;

      -- Restructuring current capital instruments;

      -- Sales of business lines, legal entities, assets or
         minority interests through private transactions and
         through sales to the PPIP;

      -- Use of joint ventures, spin-offs, or other capital
         enhancing transactions; and

      -- Conservation of internal capital generation, including
         continued restrictions on dividends and stock repurchases
         and dividend deferrals, waivers and suspensions on
         preferred securities including trust preferred
         securities, with the expectation that plans should not
         rely on near-term potential increases in revenues to meet
         the capital buffer it is expected to have.

    * A list of steps to address weaknesses, where appropriate, in
the BHC's internal processes for assessing capital needs and
engaging in effective capital planning.

    * An outline of the steps the firm will take over time to
repay government provided capital taken under the Capital Purchase
Program (CPP), Targeted Investment Program (TIP), or the CAP, and
reduce reliance on guaranteed debt issued under the TLGP.

In addition, as part of the 30-day planning process, firms will
need to review their existing management and Board in order to
assure that the leadership of the firm has sufficient expertise
and ability to manage the risks presented by the current economic
environment and maintain balance sheet capacity sufficient to
continue prudent lending to meet the credit needs of the economy

A copy of the joint release is available for free at:

http://www.federalreserve.gov/newsevents/press/bcreg/20090506a.htm

                  Comments to Stress-Test Results

According to NewsBlaze, Scott Talbott, vice president of the
Financial Services Roundtable, a Washington-based association
representing the biggest U.S. financial companies, the $75 billion
is not a huge sum for the 10 banks to raise.  He said, the report
relates, that nine of the 10 can do so through private means such
as stock conversions or selling assets.  Only GMAC, the auto
finance company linked to General Motors, faces the prospect of
seeking further government relief funds, he said.

Louise Story and Eric Dash at The New York Times said, "Broadly
speaking, the test results suggested that the banking industry was
in better shape than many had feared."  The two noted that the $75
billion in equity capital needed by 10 banks is "far less than
many had forecast."

The hypothetical scenarios created by bank examiners assume the
unemployment rate would hit 10.3% and house prices would fall more
than 22%.  That scenario is worse than the current state of the
economy, in which the jobless rate is below 9%, NewsBlaze said.
In addition, the examiners assume in a worst-case scenario that 9%
of all loans might sour -- a figure that is even higher than it
was during the Great Depression, NYT said.

According to Reuters, citing the Wall Street Journal, the
government made concessions to banks that pushed back against its
conclusions in its stress tests.  The $13.7 billion projected
capital shortfall for Wells Fargo -- from $17.3 billion -- came
about after two weeks of bargaining, The Journal said.

In addition, beyond the concessions, Financial Times, according to
Reuters, reported that the U.S. government has assured the banks
that they will be allowed to raise less than the $74.6 billion in
equity mandated if earnings over the next six months beat
regulators' forecasts.

According to MarketWatch, Ken Lewis, chief executive of Bank of
America Corp., on Friday called the government's stress-test
results "pretty aggressive" but said the financial-services giant
will comply and raise the required $33.9 billion.  Asked about the
health of his firm, Mr. Lewis said mortgage-lending arm
Countrywide is "on fire, in a positive sense," right now, and
added that "business is good" at Merrill Lynch.

The Washington Post said U.S. stocks rose last week, erasing the
year-to-date loss in the Standard & Poor's 500-stock index, as
results from the government's "stress tests" of major banks
reassured investors and the Labor Department said the pace of job
cuts slowed in April.  Bank of America and Citigroup, the Post
relates, helped drive financial stocks in the S&P 500 to a 23%
percent gain as the government said only one of the 19 large banks
that were reviewed was likely to need additional taxpayer aid.


* BOND PRICING -- For the Week From May 4 to 8, 2009
----------------------------------------------------
Company              Coupon      Maturity    Bid Price
-------              ------      --------    ---------
ACE CASH EXPRESS       10.25%    10/1/2014        36.50
BOWATER INC             9.50%   10/15/2012        13.13
BOWATER INC             6.50%    6/15/2013        14.50
BOWATER INC             9.38%   12/15/2021        12.00
AMER CAP STRATEG        8.60%     8/1/2012        46.00
ADVANTA CAP TR          8.99%   12/17/2026         9.50
ANTIGENICS              5.25%     2/1/2025        25.50
ATHEROGENICS INC        1.50%     2/1/2012        11.00
AHERN RENTALS           9.25%    8/15/2013        33.00
ANTHRACITE CAP         11.75%     9/1/2027         9.50
INTL LEASE FIN          4.35%    5/15/2009        95.00
INTL LEASE FIN          4.50%    5/15/2009        99.60
INTL LEASE FIN          4.38%    8/15/2009        91.75
INTL LEASE FIN          4.50%    8/15/2009        79.96
INTL LEASE FIN          5.15%    8/15/2009        60.00
AMER GENL FIN           3.88%    10/1/2009        91.75
INTL LEASE FIN          4.00%   10/15/2009        75.25
INTL LEASE FIN          4.00%   12/15/2009        74.50
INTL LEASE FIN          3.25%    2/15/2010        65.00
INTL LEASE FIN          3.88%    2/15/2010        75.38
INTL LEASE FIN          7.25%    2/15/2010        65.88
INTL LEASE FIN          5.00%    3/15/2010        65.00
INTL LEASE FIN          5.00%    3/15/2010        65.00
INTL LEASE FIN          4.80%    6/15/2010        66.05
INTL LEASE FIN          4.90%    6/15/2010        60.00
INTL LEASE FIN          4.95%    6/15/2010         7.76
INTL LEASE FIN          5.40%    6/15/2010        65.06
AMER GENL FIN           5.35%    7/15/2010        50.00
INTL LEASE FIN          4.30%    8/15/2010        51.20
INTL LEASE FIN          5.00%    8/15/2010        65.00
INTL LEASE FIN          7.45%    8/15/2010        65.10
INTL LEASE FIN          7.90%    8/15/2010        65.90
AMER INTL GROUP         4.70%    10/1/2010        72.81
INTL LEASE FIN          4.25%   10/15/2010        60.50
INTL LEASE FIN          5.00%   10/15/2010        60.00
AMER GENL FIN           5.00%   10/15/2010        35.00
INTL LEASE FIN          5.10%   10/15/2010        57.00
AMER GENL FIN           5.00%   12/15/2010        36.00
AMER GENL FIN           5.00%    1/15/2011        40.00
AMER GENL FIN           5.00%    3/15/2011        25.60
AMER INTL GROUP         5.38%   10/18/2011        65.05
INTL LEASE FIN          4.75%   11/15/2011        34.00
INTL LEASE FIN          5.50%    4/15/2012        33.25
INTL LEASE FIN          5.00%    6/15/2012        42.00
INTL LEASE FIN          5.30%    6/15/2012        35.00
AMER GENL FIN           5.38%    10/1/2012        56.00
INTL LEASE FIN          4.10%    2/15/2013        30.00
AGFC CAP TRUST I        6.00%    1/15/2067         7.48
AMER INTL GROUP         4.88%    3/15/2067         9.99
ALLIED CAP CORP         6.63%    7/15/2011        43.00
ALLIED CAP CORP         6.00%     4/1/2012        35.00
ALION SCIENCE          10.25%     2/1/2015        22.00
AMBASSADORS INTL        3.75%    4/15/2027        31.63
AMR CORP               10.40%    3/15/2011        46.00
AMR CORP               10.42%    3/15/2011        46.00
AMR CORP                9.20%    1/30/2012        53.00
AMER MEDIA OPER         8.88%    1/15/2011        36.00
APPLETON PAPERS         9.75%    6/15/2014        38.00
ARVINMERITOR            8.75%     3/1/2012        47.50
ARVINMERITOR            8.13%    9/15/2015        35.00
ALERIS INTL INC        10.00%   12/15/2016         2.75
METALDYNE CORP         11.00%    6/15/2012        10.00
SPACEHAB INC            5.50%   10/15/2010        58.10
AT HOME CORP            0.52%   12/28/2018         0.06
ACCURIDE CORP           8.50%     2/1/2015        29.50
AVENTINE RENEW         10.00%     4/1/2017        12.00
AMER AXLE & MFG         5.25%    2/11/2014        24.21
BANK NEW ENGLAND        8.75%     4/1/1999         9.63
BANK NEW ENGLAND        9.88%    9/15/1999         1.00
BARRINGTON BROAD       10.50%    8/15/2014        20.00
BELL MICROPRODUC        3.75%     3/5/2024        11.25
BALLY TOTAL FITN       14.00%    10/1/2013         1.00
BANKUNITED CAP          3.13%     3/1/2034         5.00
BON-TON DEPT STR       10.25%    3/15/2014        42.88
BRODER BROS CO         11.25%   10/15/2010        20.25
BROOKSTONE CO          12.00%   10/15/2012        38.00
BEAZER HOMES USA        8.63%    5/15/2011        60.50
BEAZER HOMES USA        4.63%    6/15/2024        50.75
CAPMARK FINL GRP        7.88%    5/10/2012        27.50
CAPMARK FINL GRP        8.30%    5/10/2017        24.25
COMPUCREDIT             3.63%    5/30/2025        35.88
CLEAR CHANNEL           4.50%    1/15/2010        45.22
CLEAR CHANNEL           7.65%    9/15/2010        35.00
CLEAR CHANNEL           6.25%    3/15/2011        24.50
CLEAR CHANNEL           4.40%    5/15/2011        20.75
CLEAR CHANNEL           5.00%    3/15/2012        10.75
CLEAR CHANNEL           5.75%    1/15/2013        18.00
CLEAR CHANNEL           5.50%    9/15/2014        16.19
CLEAR CHANNEL           4.90%    5/15/2015        16.00
CLEAR CHANNEL          10.75%     8/1/2016        21.63
CLEAR CHANNEL           5.50%   12/15/2016        16.00
CLEAR CHANNEL           6.88%    6/15/2018        16.00
CLEAR CHANNEL           7.25%   10/15/2027        15.30
CHAMPION ENTERPR        7.63%    5/15/2009        99.63
CHAMPION ENTERPR        2.75%    11/1/2037        24.25
COMPREHENS CARE         7.50%    4/15/2010        75.13
CHARTER COMM HLD       11.13%    1/15/2011         1.50
CHARTER COMM HLD       13.50%    1/15/2011         1.50
CHARTER COMM HLD        9.92%     4/1/2011         0.56
CHARTER COMM HLD       10.00%    5/15/2011         1.50
CHARTER COMM HLD       11.75%    5/15/2011         1.50
CHARTER COMM HLD       12.13%    1/15/2012         1.50
CCH I LLC              11.13%    1/15/2014         1.00
CCH I LLC              13.50%    1/15/2014         1.30
CCH I LLC               9.92%     4/1/2014         1.00
CCH I LLC              10.00%    5/15/2014         1.38
CCH I LLC              11.75%    5/15/2014         2.00
CCH I LLC              12.13%    1/15/2015         1.06
CCH I/CCH I CP         11.00%    10/1/2015        10.50
CCH I/CCH I CP         11.00%    10/1/2015         9.00
CHARTER COMM INC        6.50%    10/1/2027        12.75
CIT GROUP INC           4.05%    5/15/2009        99.00
CIT GROUP INC           4.35%    5/15/2009        96.51
CIT GROUP INC           5.25%    5/15/2009        99.75
CIT GROUP INC           5.25%    6/15/2009        96.51
CIT GROUP INC           4.50%    7/15/2009        91.00
CIT GROUP INC           5.00%    9/15/2009        88.10
CIT GROUP INC           6.25%    9/15/2009        89.50
CIT GROUP INC           4.30%    6/15/2010        65.63
CIT GROUP INC           5.05%   11/15/2010        55.00
CIT GROUP INC           6.50%    1/15/2011        60.88
CIT GROUP INC           6.60%    2/15/2011        60.00
CIT GROUP INC           6.50%    3/15/2011        45.39
CIT GROUP INC           4.85%   12/15/2011        40.00
CIT GROUP INC           7.25%    2/15/2012        44.00
CIT GROUP INC           7.25%   12/15/2012        40.50
CIT GROUP INC           5.40%    9/15/2013        30.00
CIT GROUP INC           7.85%    2/15/2014        34.55
CIT GROUP INC           5.30%    7/15/2014        26.50
CIT GROUP INC           5.38%    8/15/2015        18.40
CMP SUSQUEHANNA         9.88%    5/15/2014         4.50
NEW PLAN EXCEL          7.40%    9/15/2009        85.50
NEW PLAN EXCEL          4.50%     2/1/2011        55.25
NEW PLAN REALTY         7.97%    8/14/2026        16.00
NEW PLAN REALTY         7.65%    11/2/2026        16.00
NEW PLAN REALTY         7.68%    11/2/2026        11.00
NEW PLAN REALTY         6.90%    2/15/2028        12.50
NEW PLAN EXCEL          7.50%    7/30/2029        12.00
CONSTAR INTL           11.00%    12/1/2012         4.06
CONEXANT SYSTEMS        4.00%     3/1/2026        27.75
COOPER-STANDARD         7.00%   12/15/2012        19.00
COOPER-STANDARD         8.38%   12/15/2014        11.50
CALLON PETROLEUM        9.75%    12/8/2010        32.50
CITADEL BROADCAS        4.00%    2/15/2011        30.00
COMMERCIAL VEHIC        8.00%     7/1/2013        32.10
DAE AVIATION           11.25%     8/1/2015        33.88
DELTA AIR LINES         8.00%    12/1/2015        25.00
DECODE GENETICS         3.50%    4/15/2011         5.50
DUNE ENERGY INC        10.50%     6/1/2012        34.00
DELPHI CORP             6.50%    8/15/2013         1.50
DELTA PETROLEUM         3.75%     5/1/2037        30.50
DOWNEY FINANCIAL        6.50%     7/1/2014         0.50
DAYTON SUPERIOR        13.00%    6/15/2009        64.50
EDDIE BAUER HLDG        5.25%     4/1/2014         7.63
EPIX MEDICAL INC        3.00%    6/15/2024        19.13
ENERGY PARTNERS         8.75%     8/1/2010        25.00
EVERGREEN SOLAR         4.00%    7/15/2013        31.25
ENCOMPASS SERVIC       10.50%     5/1/2009         5.00
E*TRADE FINL            8.00%    6/15/2011        68.75
FORD MOTOR CRED         4.90%    5/20/2009        97.00
FORD MOTOR CRED         5.35%    5/20/2009        86.00
FORD MOTOR CRED         5.50%    6/22/2009        94.00
FORD MOTOR CRED         4.80%    7/20/2009        91.09
FORD MOTOR CRED         5.00%    8/20/2009        90.00
FORD MOTOR CRED         4.90%    9/21/2009        85.18
FORD MOTOR CRED         6.00%    2/22/2010        72.50
FORD MOTOR CRED         5.70%    3/22/2010        72.50
FORD MOTOR CRED         5.75%    3/22/2010        73.50
FORD MOTOR CRED         6.30%    3/22/2010        76.00
FORD MOTOR CRED         7.72%    5/17/2010        70.53
FORD MOTOR CRED         5.95%    5/20/2010        73.57
FORD MOTOR CRED         7.00%     7/1/2010        71.50
FORD MOTOR CRED         6.55%    8/20/2010        63.28
FORD MOTOR CRED         7.15%    8/20/2010        57.52
FORD MOTOR CRED         7.50%    8/20/2010        67.00
FORD MOTOR CRED         6.15%    9/20/2010        67.00
FORD MOTOR CRED         7.50%    9/20/2010        52.00
FORD MOTOR CRED         8.00%   12/20/2010        62.00
FORD MOTOR CRED         5.25%    2/22/2011        53.00
FORD MOTOR CRED         5.55%    8/22/2011        49.68
FORD MOTOR CRED         5.70%    1/20/2012        34.50
FORD MOTOR CRED         5.75%    2/21/2012        44.50
FORD MOTOR CRED         6.05%    3/20/2012        24.35
FONTAINEBLEAU LA       11.00%    6/15/2015         3.63
FRANKLIN BANK           4.00%     5/1/2027         0.01
FIRST DATA CORP         4.50%    6/15/2010        72.00
FIRST DATA CORP         5.63%    11/1/2011        46.02
FINLAY FINE JWLY        8.38%     6/1/2012         3.09
FINISAR CORP            2.50%   10/15/2010        50.00
FRONTIER AIRLINE        5.00%   12/15/2025         8.00
FAIRPOINT COMMUN       13.13%     4/1/2018        35.38
FREESCALE SEMICO       10.13%   12/15/2016        27.50
FLOTEK INDS             5.25%    2/15/2028        32.00
FIBERTOWER CORP         9.00%   11/15/2012        36.00
GEORGIA GULF CRP        7.13%   12/15/2013        23.00
GGP LP                  3.98%    4/15/2027        23.50
GENERAL MOTORS          7.20%    1/15/2011        10.33
GENERAL MOTORS          9.45%    11/1/2011        10.02
GENERAL MOTORS          7.13%    7/15/2013         5.50
GENERAL MOTORS          7.70%    4/15/2016         7.00
GENERAL MOTORS          8.80%     3/1/2021         5.50
GENERAL MOTORS          9.40%    7/15/2021         7.38
GENERAL MOTORS          8.25%    7/15/2023         8.00
GENERAL MOTORS          8.10%    6/15/2024         6.00
GENERAL MOTORS          7.40%     9/1/2025         6.44
GENERAL MOTORS          6.75%     5/1/2028         7.43
GENERAL MOTORS          8.38%    7/15/2033         7.00
GENERAL MOTORS          7.38%    5/23/2048         6.44
GMAC LLC                4.70%    5/15/2009        99.50
GMAC LLC                4.85%    5/15/2009        99.50
GMAC LLC                5.25%    5/15/2009        98.26
GMAC LLC                5.40%    5/15/2009        98.50
GMAC LLC                5.63%    5/15/2009        99.75
GMAC LLC                6.10%    5/15/2009        97.40
GMAC LLC                6.25%    5/15/2009        98.50
GMAC LLC                6.25%    5/15/2009        99.50
GMAC LLC                5.25%    6/15/2009        97.00
GMAC LLC                6.25%    6/15/2009        86.50
GMAC LLC                6.30%    6/15/2009        91.00
GMAC LLC                5.05%    7/15/2009        92.50
GMAC LLC                5.10%    7/15/2009        92.71
GMAC LLC                5.25%    7/15/2009        94.50
GMAC LLC                5.25%    7/15/2009        94.00
GMAC LLC                6.30%    7/15/2009        84.50
GMAC LLC                6.50%    7/15/2009        92.50
GMAC LLC                6.60%    7/15/2009        77.00
GMAC LLC                6.65%    7/15/2009        85.58
GMAC LLC                6.70%    7/15/2009        91.44
GMAC LLC                6.80%    7/15/2009        90.00
GMAC LLC                6.85%    7/15/2009        87.74
GMAC LLC                5.10%    8/15/2009        90.88
GMAC LLC                5.25%    8/15/2009        88.00
GMAC LLC                6.95%    8/15/2009        92.00
GMAC LLC                7.15%    8/15/2009        90.25
GMAC LLC                5.10%    9/15/2009        89.00
GMAC LLC                7.00%    9/15/2009        88.50
GMAC LLC                7.00%    9/15/2009        89.00
GMAC LLC                4.90%   10/15/2009        68.25
GMAC LLC                6.85%   10/15/2009        73.25
GMAC LLC                7.00%   10/15/2009        86.00
GMAC LLC                7.05%   10/15/2009        86.50
GMAC LLC                5.35%   11/15/2009        85.71
GMAC LLC                6.75%   11/15/2009        75.50
GMAC LLC                6.80%   11/15/2009        68.02
GMAC LLC                7.00%   11/15/2009        68.00
GMAC LLC                7.00%   11/15/2009        85.00
GMAC LLC                7.25%   11/15/2009        83.75
GMAC LLC                5.35%   12/15/2009        83.00
GMAC LLC                5.40%   12/15/2009        83.50
GMAC LLC                6.80%   12/15/2009        80.10
GMAC LLC                6.90%   12/15/2009        79.90
GMAC LLC                5.75%    1/15/2010        81.50
GMAC LLC                7.00%    1/15/2010        68.00
GMAC LLC                7.25%    1/15/2010        66.00
GMAC LLC                6.00%    2/15/2010        75.25
GMAC LLC                6.00%    2/15/2010        78.00
GMAC LLC                6.05%    3/15/2010        76.12
GMAC LLC                6.15%    3/15/2010        77.00
GMAC LLC                8.40%    4/15/2010        74.00
GMAC LLC                7.15%    8/15/2010        59.41
GMAC LLC                7.70%    8/15/2010        70.00
GMAC LLC                7.85%    8/15/2010        59.14
GMAC LLC                7.50%    9/15/2010        57.00
GMAC LLC                8.00%    9/15/2010        69.90
GMAC LLC                6.00%     4/1/2011        71.01
GMAC LLC                8.25%    9/15/2012        34.00
GMAC LLC                7.63%   11/15/2012        34.50
GMAC LLC                6.50%    2/15/2013        32.00
GMAC LLC                6.65%    2/15/2013        33.12
GMAC LLC                6.40%    3/15/2013        38.50
GMAC LLC                6.50%    3/15/2013        32.80
GMAC LLC                5.70%    6/15/2013        30.00
GMAC LLC                6.25%    7/15/2013        31.00
GMAC LLC                6.50%    8/15/2013        18.89
GMAC LLC                6.00%   12/15/2013        22.80
GMAC LLC                5.35%    1/15/2014        28.00
GMAC LLC                6.70%    5/15/2014        23.39
GMAC LLC                8.50%    8/15/2015        28.00
GMAC LLC                8.65%    8/15/2015        30.09
GENWORTH GLOBAL         6.10%    4/15/2033        15.25
OUTBOARD MARINE         9.13%    4/15/2017         3.50
GENCORP INC             4.00%    1/16/2024        71.25
GENCORP INC             2.25%   11/15/2024        39.00
REALOGY CORP           12.38%    4/15/2015        33.88
REALOGY CORP           12.38%    4/15/2015        36.50
HAIGHTS CROSS OP       11.75%    8/15/2011        40.88
HAWKER BEECHCRAF        9.75%     4/1/2017        28.75
PARK PLACE ENT          7.50%     9/1/2009        71.31
PARK PLACE ENT          7.88%    3/15/2010        74.25
HARRAHS OPER CO         5.50%     7/1/2010        72.00
HARRAHS OPER CO         8.00%     2/1/2011        41.00
HILTON HOTELS           7.20%   12/15/2009        83.50
HARRY & DAVID OP        9.00%     3/1/2013        35.63
HINES NURSERIES        10.25%    10/1/2011        14.00
K HOVNANIAN ENTR        8.88%     4/1/2012        47.00
K HOVNANIAN ENTR        7.75%    5/15/2013        35.00
HUTCHINSON TECH         3.25%    1/15/2026        27.00
HERTZ CORP              7.40%     3/1/2011        75.00
HEADWATERS INC          2.50%     2/1/2014        22.75
HEADWATERS INC          2.88%     6/1/2016        24.25
HAWAIIAN TELCOM         9.75%     5/1/2013         6.00
BORDEN INC              8.38%    4/15/2016        23.02
BORDEN INC              9.20%    3/15/2021        24.00
IDEARC INC              8.00%   11/15/2016         1.25
INCYTE CORP             3.50%    2/15/2011        56.50
INCYTE CORP LTD         3.50%    2/15/2011        56.50
INN OF THE MOUNT       12.00%   11/15/2010        12.50
INTCOMEX INC           11.75%    1/15/2011        35.25
KEYSTONE AUTO OP        9.75%    11/1/2013        35.59
KEMET CORP              2.25%   11/15/2026        34.75
KEMET CORP              2.25%   11/15/2026        33.75
KKR FINANCIAL           7.00%    7/15/2012        41.25
KAISER ALUMINUM        12.75%     2/1/2003         8.10
KV PHARMA               2.50%    5/16/2033        28.50
KELLWOOD CO             7.63%   10/15/2017         5.00
MAGMA DESIGN            2.00%    5/15/2010        62.50
LAZYDAYS RV            11.75%    5/15/2012         4.90
LIFETIME BRANDS         4.75%    7/15/2011        43.00
LEAR CORP               8.50%    12/1/2013        27.00
LEAR CORP               5.75%     8/1/2014        16.00
LEAR CORP               8.75%    12/1/2016        24.00
LEHMAN BROS HLDG        4.25%    1/27/2010        15.25
LEHMAN BROS HLDG        4.50%    7/26/2010        15.00
LEHMAN BROS HLDG        7.88%    8/15/2010        10.25
LEHMAN BROS HLDG        4.38%   11/30/2010        15.00
LEHMAN BROS HLDG        5.00%    1/14/2011        13.56
LEHMAN BROS HLDG        5.75%    4/25/2011        12.56
LEHMAN BROS HLDG        5.75%    7/18/2011        14.25
LEHMAN BROS HLDG        4.50%     8/3/2011         8.75
LEHMAN BROS HLDG        6.63%    1/18/2012        15.00
LEHMAN BROS HLDG        5.25%     2/6/2012        15.25
LEHMAN BROS HLDG        1.50%    3/23/2012        12.50
LEHMAN BROS HLDG        6.00%    7/19/2012        12.50
LEHMAN BROS HLDG        5.00%    1/22/2013         6.25
LEHMAN BROS HLDG        5.63%    1/24/2013        15.56
LEHMAN BROS HLDG        5.10%    1/28/2013         8.50
LEHMAN BROS HLDG        5.00%    2/11/2013        10.50
LEHMAN BROS HLDG        4.80%    2/27/2013         7.00
LEHMAN BROS HLDG        4.70%     3/6/2013         8.80
LEHMAN BROS HLDG        5.00%    3/27/2013         7.00
LEHMAN BROS HLDG        5.75%    5/17/2013        13.25
LEHMAN BROS HLDG        4.80%    3/13/2014         7.50
LEHMAN BROS HLDG        5.00%     8/3/2014         7.25
LEHMAN BROS HLDG        6.20%    9/26/2014        15.00
LEHMAN BROS HLDG        5.15%     2/4/2015         9.00
LEHMAN BROS HLDG        5.25%    2/11/2015         7.18
LEHMAN BROS HLDG        8.80%     3/1/2015        14.00
LEHMAN BROS HLDG        8.50%     8/1/2015        10.00
LEHMAN BROS HLDG        5.00%     8/5/2015         6.00
LEHMAN BROS HLDG        5.00%   12/18/2015         9.00
LEHMAN BROS HLDG        5.50%     4/4/2016        13.75
LEHMAN BROS HLDG       11.00%   10/25/2017         9.00
LEHMAN BROS HLDG        5.88%   11/15/2017        10.00
LEHMAN BROS HLDG        5.60%    1/22/2018         8.75
LEHMAN BROS HLDG        5.70%    1/28/2018         7.50
LEHMAN BROS HLDG        5.50%     2/4/2018         8.50
LEHMAN BROS HLDG        5.55%    2/11/2018         7.00
LEHMAN BROS HLDG        5.50%    2/19/2018         9.25
LEHMAN BROS HLDG        5.35%    2/25/2018         7.00
LEHMAN BROS HLDG        6.88%     5/2/2018        16.75
LEHMAN BROS HLDG        5.50%    11/4/2018         7.25
LEHMAN BROS HLDG        8.05%    1/15/2019         5.06
LEHMAN BROS HLDG        7.00%    4/16/2019         9.00
LEHMAN BROS HLDG        6.00%    1/22/2020         9.00
LEHMAN BROS HLDG        6.00%    2/12/2020         6.00
LEHMAN BROS HLDG        5.10%    2/15/2020         7.00
LEHMAN BROS HLDG        5.50%    2/27/2020         7.70
LEHMAN BROS HLDG        5.40%     3/6/2020         6.06
LEHMAN BROS HLDG        5.25%     3/8/2020         7.25
LEHMAN BROS HLDG        5.35%    3/13/2020         7.90
LEHMAN BROS HLDG        5.40%    3/20/2020         9.25
LEHMAN BROS HLDG        5.20%    5/13/2020         7.18
LEHMAN BROS HLDG        5.80%     9/3/2020         4.33
LEHMAN BROS HLDG        6.00%    1/29/2021         9.25
LEHMAN BROS HLDG        6.25%     2/5/2021         7.25
LEHMAN BROS HLDG        8.50%    6/15/2022         8.09
LEHMAN BROS HLDG       11.00%    6/22/2022         7.50
LEHMAN BROS HLDG        6.75%     7/1/2022         8.00
LEHMAN BROS HLDG        6.60%    10/3/2022         7.75
LEHMAN BROS HLDG        6.40%   10/11/2022         5.67
LEHMAN BROS HLDG        9.50%   12/28/2022         6.20
LEHMAN BROS HLDG        9.50%    1/30/2023         4.13
LEHMAN BROS HLDG        6.25%    2/22/2023         9.25
LEHMAN BROS HLDG        9.50%    2/27/2023         9.00
LEHMAN BROS HLDG        6.50%    2/28/2023         7.61
LEHMAN BROS HLDG        6.50%     3/6/2023         8.25
LEHMAN BROS HLDG       10.00%    3/13/2023         6.00
LEHMAN BROS HLDG        5.50%    3/14/2023         9.00
LEHMAN BROS HLDG        5.75%    3/27/2023         8.50
LEHMAN BROS HLDG        5.50%     4/8/2023         7.00
LEHMAN BROS HLDG        5.50%    4/15/2023         8.00
LEHMAN BROS HLDG        5.50%    4/23/2023         9.25
LEHMAN BROS HLDG        5.38%     5/6/2023         9.25
LEHMAN BROS HLDG        5.25%    5/20/2023         7.38
LEHMAN BROS HLDG        5.00%    5/28/2023         8.25
LEHMAN BROS HLDG        5.00%    5/30/2023         9.25
LEHMAN BROS HLDG        5.00%    6/10/2023        10.10
LEHMAN BROS HLDG        5.00%    6/17/2023         7.25
LEHMAN BROS HLDG        4.80%    6/24/2023         7.25
LEHMAN BROS HLDG        5.50%     8/5/2023         4.95
LEHMAN BROS HLDG        6.10%    8/12/2023         8.76
LEHMAN BROS HLDG        5.75%    9/16/2023         9.00
LEHMAN BROS HLDG        5.50%    10/7/2023         7.25
LEHMAN BROS HLDG        5.75%   10/15/2023         7.18
LEHMAN BROS HLDG        7.73%   10/15/2023         5.83
LEHMAN BROS HLDG        5.75%   10/21/2023         7.00
LEHMAN BROS HLDG        5.75%   11/12/2023         7.00
LEHMAN BROS HLDG        5.75%   11/25/2023         7.70
LEHMAN BROS HLDG       10.38%    5/24/2024         7.80
LEHMAN BROS HLDG        5.45%    3/15/2025         7.00
LEHMAN BROS HLDG        6.20%    6/15/2027         8.55
LEHMAN BROS HLDG        7.00%    9/27/2027        15.00
LEHMAN BROS HLDG        6.50%   10/18/2027         5.93
LEHMAN BROS HLDG        6.50%   10/25/2027         8.55
LEHMAN BROS HLDG        6.75%   11/22/2027         9.00
LEHMAN BROS HLDG        6.00%   10/23/2028         6.93
LEHMAN BROS HLDG        6.00%   11/18/2028         8.55
LEHMAN BROS HLDG        5.75%   12/16/2028         6.52
LEHMAN BROS HLDG        5.75%   12/23/2028         6.00
LEHMAN BROS HLDG        5.50%    1/27/2029         7.25
LEHMAN BROS HLDG        5.50%     2/3/2029         7.00
LEHMAN BROS HLDG        5.70%    2/10/2029         7.00
LEHMAN BROS HLDG        5.60%    2/17/2029         7.50
LEHMAN BROS HLDG        5.60%    2/24/2029         7.00
LEHMAN BROS HLDG        5.60%     3/2/2029         7.00
LEHMAN BROS HLDG        5.55%     3/9/2029         7.25
LEHMAN BROS HLDG        5.40%    3/30/2029         7.25
LEHMAN BROS HLDG        5.45%     4/6/2029         7.00
LEHMAN BROS HLDG        5.70%    4/13/2029         9.25
LEHMAN BROS HLDG        5.90%     5/4/2029         7.00
LEHMAN BROS HLDG        6.00%    5/11/2029         7.00
LEHMAN BROS HLDG        6.20%    5/25/2029         7.25
LEHMAN BROS HLDG        6.05%    6/29/2029         1.12
LEHMAN BROS HLDG        6.00%    7/20/2029         7.00
LEHMAN BROS HLDG        5.75%    8/24/2029         7.00
LEHMAN BROS HLDG        5.70%     9/7/2029         8.00
LEHMAN BROS HLDG        5.75%    9/14/2029         5.66
LEHMAN BROS HLDG        5.75%   10/12/2029         7.00
LEHMAN BROS HLDG        5.65%   11/23/2029         7.63
LEHMAN BROS HLDG        5.70%   12/14/2029         8.55
LEHMAN BROS HLDG        5.55%    1/25/2030         7.25
LEHMAN BROS HLDG        5.45%    2/22/2030         8.00
LEHMAN BROS HLDG        5.60%    2/25/2030         7.25
LEHMAN BROS HLDG        5.63%    3/15/2030         8.55
LEHMAN BROS HLDG        5.75%    3/29/2030         9.25
LEHMAN BROS HLDG        5.60%     5/3/2030         5.00
LEHMAN BROS HLDG        5.35%    6/14/2030         4.10
LEHMAN BROS HLDG        5.40%    6/21/2030         7.63
LEHMAN BROS HLDG        5.45%    7/19/2030         8.00
LEHMAN BROS HLDG        5.50%     8/2/2030         7.50
LEHMAN BROS HLDG        5.65%    8/16/2030         7.00
LEHMAN BROS HLDG        5.45%    9/20/2030         7.30
LEHMAN BROS HLDG        5.55%    9/27/2030         7.00
LEHMAN BROS HLDG        5.80%   10/25/2030         6.50
LEHMAN BROS HLDG        5.85%    11/8/2030         3.96
LEHMAN BROS HLDG        5.95%   12/20/2030         7.50
LEHMAN BROS HLDG        5.90%     2/7/2031         7.00
LEHMAN BROS HLDG        6.15%    4/11/2031         6.75
LEHMAN BROS HLDG        6.85%    8/16/2032         7.63
LEHMAN BROS HLDG        6.90%     9/1/2032         8.75
LEHMAN BROS HLDG        6.80%     9/7/2032         9.25
LEHMAN BROS HLDG        7.00%    10/4/2032         5.00
LEHMAN BROS HLDG        6.50%    1/17/2033         3.09
LEHMAN BROS HLDG        6.75%    3/11/2033         7.63
LEHMAN BROS HLDG        6.00%    4/30/2034        10.00
LEHMAN BROS HLDG        6.00%    7/30/2034         5.02
LEHMAN BROS HLDG        5.55%   12/31/2034         9.25
LEHMAN BROS HLDG        5.65%   12/31/2034         7.00
LEHMAN BROS HLDG        6.00%    2/21/2036         7.00
LEHMAN BROS HLDG        6.00%    2/24/2036         7.00
LEHMAN BROS HLDG        6.40%   12/19/2036        12.50
LEHMAN BROS HLDG        6.50%   12/22/2036         8.50
LEHMAN BROS HLDG        6.00%    2/12/2037         7.50
LEHMAN BROS HLDG        6.50%    2/13/2037         8.50
LEHMAN BROS HLDG        6.30%    3/27/2037         8.25
LEHMAN BROS HLDG        6.50%    6/21/2037         7.00
LEHMAN BROS HLDG        6.50%    7/13/2037         7.00
LEHMAN BROS HLDG        6.88%    7/17/2037         0.01
LEHMAN BROS HLDG        7.00%    7/27/2037         9.25
LEHMAN BROS HLDG        7.00%    9/28/2037         8.75
LEHMAN BROS HLDG        6.75%   10/26/2037         9.00
LEHMAN BROS HLDG        7.00%   11/16/2037         8.25
LEHMAN BROS HLDG        7.00%   12/28/2037         6.90
LEHMAN BROS HLDG        7.00%     2/7/2038        10.13
LEHMAN BROS HLDG        7.00%     2/8/2038         6.00
LEHMAN BROS HLDG        7.25%    2/27/2038         6.00
LEHMAN BROS HLDG        7.10%    3/25/2038         7.25
LEHMAN BROS HLDG        7.00%    4/22/2038         7.00
LEHMAN BROS HLDG        7.25%    4/29/2038         8.75
LEHMAN BROS HLDG        7.35%     5/6/2038         7.27
LANDAMERICA             3.13%   11/15/2033        11.52
LANDAMERICA             3.25%    5/15/2034        12.25
LOCAL INSIGHT          11.00%    12/1/2017        20.25
CREDENCE SYSTEM         3.50%    5/15/2010        30.00
ARCO CHEMICAL CO       10.25%    11/1/2010        32.00
MILLENNIUM AMER         7.63%   11/15/2026         6.00
MAJESTIC STAR           9.50%   10/15/2010        55.50
MAJESTIC STAR           9.75%    1/15/2011         9.00
MASHANTUCKET PEQ        8.50%   11/15/2015        21.63
MAGNA ENTERTAINM        8.55%    6/15/2010        14.05
MERCER INTL INC         9.25%    2/15/2013        30.00
MERISANT CO             9.50%    7/15/2013         2.25
MFCCN-CALL05/09         6.00%    5/15/2029        99.10
MANDALAY RESORTS        9.38%    2/15/2010        79.00
MGM MIRAGE              8.38%     2/1/2011        63.50
CIRCUS CIRCUS           7.63%    7/15/2013        44.00
MASONITE CORP          11.00%     4/6/2015         2.50
KNIGHT RIDDER           7.13%     6/1/2011        20.80
KNIGHT RIDDER           4.63%    11/1/2014        13.00
KNIGHT RIDDER           5.75%     9/1/2017        14.00
KNIGHT RIDDER           7.15%    11/1/2027        10.75
KNIGHT RIDDER           6.88%    3/15/2029        13.00
MTR GAMING GROUP        9.00%     6/1/2012        46.25
MOMENTIVE PERFOR       11.50%    12/1/2016        24.50
MORRIS PUBLISH          7.00%     8/1/2013         5.00
MILACRON ESCROW        11.50%    5/15/2011        20.50
NORTH ATL TRADNG        9.25%     3/1/2012        19.96
NEFF CORP              10.00%     6/1/2015        22.00
NETWORK COMMUNIC       10.75%    12/1/2013        20.50
NEWPAGE CORP           12.00%     5/1/2013        37.00
NATL FINANCIAL          0.75%     2/1/2012        38.00
NTK HOLDINGS INC        0.00%     3/1/2014        12.25
NORTEK INC              8.50%     9/1/2014        24.75
PANOLAM INDUSTRI       10.75%    10/1/2013         5.00
PENHALL INTL           12.00%     8/1/2014        36.13
PERKINS & MARIE        14.00%    5/31/2013        47.25
PHH CORP                6.45%    4/15/2010        70.00
PALM HARBOR             3.25%    5/15/2024        29.50
PACKAGING DYNAMI       10.00%     5/1/2016        32.50
PLY GEM INDS            9.00%    2/15/2012        21.00
HANNA (MA) CO           6.52%    2/23/2010        70.06
GEON COMPANY            7.50%   12/15/2015        35.10
PILGRIMS PRIDE          9.25%   11/15/2013        39.00
PRIMUS TELECOM          3.75%    9/15/2010         2.63
PRIMUS TELECOMM        14.25%    5/20/2011        38.69
PRIMUS TELECOM          8.00%    1/15/2014         4.65
CARDINAL HEALTH         9.50%    4/15/2015        27.00
POWERWAVE TECH          1.88%   11/15/2024        42.50
QUALITY DISTRIBU        9.00%   11/15/2010        31.04
RAFAELLA APPAREL       11.25%    6/15/2011        16.75
RAIT FINANCIAL          6.88%    4/15/2027        28.87
RATHGIBSON INC         11.25%    2/15/2014        23.25
READER'S DIGEST         9.00%    2/15/2017        10.13
RADIAN GROUP            7.75%     6/1/2011        54.00
REAL MEX RESTAUR       10.00%     4/1/2010        78.00
RESIDENTIAL CAP         8.38%    6/30/2010        72.50
RESIDENTIAL CAP         8.00%    2/22/2011        36.50
DEX MEDIA WEST          8.50%    8/15/2010        67.00
RH DONNELLEY            6.88%    1/15/2013         5.50
RH DONNELLEY            6.88%    1/15/2013         6.00
RH DONNELLEY            6.88%    1/15/2013         5.25
DEX MEDIA WEST          9.88%    8/15/2013        27.50
DEX MEDIA INC           8.00%   11/15/2013        13.50
RH DONNELLEY INC       11.75%    5/15/2015        19.38
RH DONNELLEY            8.88%    1/15/2016         5.25
RH DONNELLEY            8.88%   10/15/2017         5.75
ROTECH HEALTHCA         9.50%     4/1/2012        15.75
RADIO ONE INC           8.88%     7/1/2011        26.00
RADIO ONE INC           6.38%    2/15/2013        18.00
RENTECH INC             4.00%    4/15/2013        26.13
SALEM COMM HLDG         7.75%   12/15/2010        30.50
SINCLAIR BROAD          6.00%    9/15/2012        37.50
SINCLAIR BROAD          3.00%    5/15/2027        64.38
ISTAR FINANCIAL         6.00%   12/15/2010        64.00
ISTAR FINANCIAL         5.80%    3/15/2011        59.80
ISTAR FINANCIAL         5.13%     4/1/2011        45.63
ISTAR FINANCIAL         5.13%     4/1/2011        46.13
ISTAR FINANCIAL         5.65%    9/15/2011        46.00
ISTAR FINANCIAL         5.15%     3/1/2012        41.00
ISTAR FINANCIAL         5.50%    6/15/2012        42.50
STONE ENERGY            8.25%   12/15/2011        57.00
SPHERIS INC            11.00%   12/15/2012        38.25
SIMMONS BEDDING         7.88%    1/15/2014        15.75
XM SATELLITE           13.00%     8/1/2013        39.38
SIX FLAGS INC           8.88%     2/1/2010        20.50
SIX FLAGS INC           9.75%    4/15/2013        17.00
SIX FLAGS INC           9.63%     6/1/2014        17.00
SIX FLAGS INC           4.50%    5/15/2015        15.50
STANDARD MTR            6.75%    7/15/2009        95.25
RAYOVAC CORP            8.50%    10/1/2013        11.11
SEQUA CORP             11.75%    12/1/2015 &