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

              Tuesday, May 12, 2009, Vol. 13, No. 130

                            Headlines


ABET TECHNOLOGIES: Lenders Schedule May 18 Auction Sale of Assets
AGS LLC: Moody's Downgrades Probability of Default Rating to 'Ca'
AIR CANADA: Working on Plan to Avert Return to Bankruptcy
ALERIS INTERNATIONAL: Wins Nod for Sale of 2 Jets to W. Buffett
AMERICAN EQUITY: Fitch Puts 'BB+' Issuer Rating on Negative Watch

AMERICAN INT'L: To Sell Prime Tokyo Real Estate to Nippon Life
ARCLIN CANADA: S&P Keeps Negative Watch on 'CCC' Corporate Rating
BANK OF AMERICA: Margaret Ren Leaves Merrill Lynch
BCBG MAX: Moody's Upgrades Corporate Family Rating to 'Caa2'
BEAIRD COMPANY: Case Summary & 20 Largest Unsecured Creditors

BEARINGPOINT INC: Amends Deloitte Sale Deal; Committee Protests
BEARINGPOINT INC: Committee Objects to Deal on Japan Sale Proceeds
BEARINGPOINT INC: Panel Raises Issues on Deloitte and PwC Sales
BLACK PRESS: S&P Downgrades Corporate Credit Rating to 'B-'
BRADLEY CORRUGATED: Auction Sale Set on Site for May 14

BRENDA GRIGGS: Case Summary & 20 Largest Unsecured Creditors
BRODER BROS: Consents for Exchange at 91.75%; Warns of Chapter 11
CALIFORNIA STEEL: Moody's Downgrades Corp. Family Rating to 'Ba3'
CALIFORNIA STEEL: S&P Gives Negative Outlook; Keeps 'BB-' Rating
CHAMPION MOTORS: Files for Chapter 11 in Fort Lauderdale

CHRYSLER LLC: Seeks Superpriority for Capstone's Fees
CHRYSLER LLC: Non-TARP Lenders Withdraw Objections to Fiat Sale
CHRYSLER LLC: PI Claimants Withdraw Proposal for Tort Committee
CHRYSLER LLC: Seeks Approval of Sealed Deal with Financial Unit
CHRYSLER LLC: Completing List of Dealerships to Eliminate

CLAYTON WILLIAMS: Moody's Junks Rating on $225 Mil. Senior Notes
CLUB SUSHI: Case Summary & 16 Largest Unsecured Creditors
COPANS MOTORS: Files for Chapter 11 Bankruptcy Protection
COPANS MOTORS: Case Summary & 20 Largest Unsecured Creditors
COYOTES HOCKEY: NHL, Moyes and Balsille Fight for Control

DANA HOLDING: Moody's Cuts Probability of Default Rating to 'Ca'
DBSI INC: Updated Voluntary Chapter 11 Case Summary
DEAN FOODS: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
DELPHI CORP: Court Grants Interim Approval to Lenders' Pact
DELTEK INC: S&P Assigns Corporate Credit Rating at 'B+'

DENNIS MORROW: Case Summary & 15 Largest Unsecured Creditors
DESIGNLINE CONSTRUCTION: Files Chapter 11 in Trenton, New Jersey
DIAMOND PHOENIX: Case Summary & Largest Unsecured Creditor
ELIZABETH ARDEN: S&P Puts 'BB-' Corporate Rating on Negative Watch
FBL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB+'

ENERGY TRANSFER: Fitch Affirms 'BB-' Issuer Default Rating
FJK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
FORD MOTOR: Will Sell 300MM Shares to Boost Cash Reserves
FRESH ENTERPRISES: Public Auction Sale of IP Set for May 18
GAYLORD ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'B3'

GENERAL MOTORS: Bankruptcy Filing Now "More Probable", Says CEO
GENERAL MOTORS: Completing List of Dealerships to Eliminate
GENERAL MOTORS: Six Executives Dump Remaining Shares
GMAC LLC: Gov't Announcement Won't Affect S&P's 'CCC' Rating
GOODYEAR TIRE: Fitch Downgrades Issuer Default Rating to 'B+'
GREAT CANADIAN: S&P Affirms Corporate Credit Rating at 'BB'

H&E EQUIPMENT: Q1-2009 Performance Won't Affect Moody's B1 Rating
HARRY W MORROW: Voluntary Chapter 11 Case Summary
HAYES LEMMERZ: Files Chapter 22; Secured Creditors to Get Equity
HAYES LEMMERZ: Jan. 31 Balance Sheet Upside-Down by $292.9MM
HAYES LEMMERZ: Case Summary & 30 Largest Unsecured Creditors

HERCULES OFFSHORE: S&P Downgrades Corporate Credit Rating to 'B+'
HIGH PLAINS: Voluntary Chapter 11 Case Summary
HOTEL ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
HUNTSMAN CORP: Posts $290 Million First Quarter Net Loss
INTEGRA TELECOM: S&P Downgrades Corporate Credit Rating to 'CC'

INTERLAKE MATERIAL: Court Sets June 4 General Bar Date
IRVINE SENSORS: Receives Nasdaq Non-Compliance Notice
JER INVESTORS: Wants to Modify Terms of Trust Preferred Shares
JJM-63 RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
JOHN DI NARDO: Case Summary & 19 Largest Unsecured Creditors

KA & JM: Files for Chapter 11 in Orlando
KRISPY KREME: Moody's Affirms 'Caa1' Corporate Family Rating
KRONOS INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa3'
MANITOWOC CO: S&P Downgrades Corporate Credit Rating to 'BB-'
MARK INDUSTRIES: Section 341(a) Meeting Scheduled for June 23

MGM MIRAGE: Liquidity Crisis Looms, Raises Bankruptcy Warning
MGM MIRAGE: Inks Employment Agreement with CEO Murren
MINDEN GATEWAY: Ch. 11 Filing Hinders Nevada Holiday Inn Project
NEENAH FOUNDRY: Director Albert Ferrera Steps Down
NORANDA ALUMINUM: Appoints Mahoney as Chief Financial Officer

NORANDA ALUMINUM: Posts $85.2MM Operating Loss in Q1 2009
NOVEMBER 2005: Case Summary & 13 Largest Unsecured Creditors
ONONDAGA COUNTY: S&P Changes Outlook on 'BB-' Rating to Negative
ORIGINAL CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
OWENS-BROCKWAY GLASS: Fitch Assigns 'BB+' on $300 Mil. Notes

PACIFIC PREPAY TELECOM: Voluntary Chapter 11 Case Summary
PHILADELPHIA NEWSPAPERS: Court Sets May 26 as Claims Bar Date
PVF CAPITAL: Defers Interest Payments on Trust Preferred Shares
RESIDENTIAL CAPITAL: Gov't Announcement Won't Move S&P's CCC Rtng.
RHM INDUSTRIAL: Files for Chapter 11 Bankruptcy Protection

RICHARD L. LANDRY: Case Summary & 5 Largest Unsecured Creditors
RIVIERA HOLDINGS: Posts $1.0 Million First Quarter Net Loss
ROGERS COMMUNICATIONS: S&P Lifts Rating on Senior Notes From 'BB+'
ROLLAND WEDDELL: Case Summary & 19 Largest Unsecured Creditors
SENCORP: Files for Ch. 11 to Sell Business to Investor Group

SENCORP: Case Summary & 30 Largest Unsecured Creditors
SERVICE NET: Collateral to be Sold at Auction Set on May 21
SHEARSON FINANCIAL: Emerges From Bankruptcy Protection
SK FOODS: Sent to Chapter 11 by Creditors; To File Own Petition
SKYLINE COSMETIC: Voluntary Chapter 11 Case Summary

SONIC AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'SD'
SOURCE INTELINK: Shares to Cease Trading on Nasdaq Thursday
SOVRAN SELF: Fitch Downgrades Issuer Default Rating to 'BB+'
STANDARD MOTOR: S&P Downgrades Corporate Credit Rating to 'SD'
STANDARD MOTOR: Enters Into Indenture with HSBC for 15% Debentures

STANDARD MOTOR: Posts $527,000 Net Earnings for Q1 2009
STILLWATER MINING: Cash Position Won't Change Moody's Caa1
TAILOR: Fails to pay Bills, Taxes; Files for Chapter 11 Bankruptcy
TML DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
TROPICANA ENTERTAINMENT: May Assume and Assign Park Cattle Leases

TROPICANA ENTERTAINMENT: NJ Debtors May Use Lenders' Collateral
TROPICANA ENTERTAINMENT: NJ Debtors' Sec. 341 Meeting on May 28
TROPICANA ENTERTAINMENT: Terms of $150,000,000 Icahn Exit Facility
TUBE CITY: Weak Q1 Results Won't Affect S&P's 'B+' Rating
TURTLE CREEK: Wants to Hire Henderson Franklin as Special Counsel

TURTLE CREEK: Wants to Hire Stitcher Riedel as Bankruptcy Counsel
US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC'
US WEB: Public Auction Sale of Remaining Equipment Set for May 13
VERGE LIVING: Files Schedules of Assets and Liabilities
VERGE LIVING: Taps Robert Yaspan for Plan Negotiations

VICTOR OOLITIC: Court Extends Schedules Filing Deadline to May 18
VICTOR OOLITIC: Proposes Goulston & Storrs as Bankruptcy Counsel
VICTOR OOLITIC: Receives Temporary Access to Secured Lenders' Cash
VICTOR OOLITIC: Wants to Hire Ice Miller as Local Bankr. Counsel
VISTEON CORP: S&P Junks Rating on $1.5 Bil. Senior Secured Loans

WATERWORKS POOLS: Files for Chapter 11 Bankruptcy Protection
WERNER LADDER: Ex-Owners & Insiders Seek Dismissal of $1BB Suit
WASHINGTON MUTUAL: Court Okays Payment of $13MM in Fees to 9 Firms
WASHINGTON MUTUAL: Faces United Law Group Suit; JPMorgan Dragged
WASHINGTON MUTUAL: Has Green Light to Sell Financial Engine Shares

WASHINGTON MUTUAL: JPMorgan to Renovate 112 Florida Banks
WASHINGTON MUTUAL: Panel Seeks to Intervene in JPMorgan Lawsuit
WHITE ENERGY: Files for Chapter 11 Bankruptcy Protection
WR GRACE: Anderson Memorial Hospital Presents Issues on Appeal
WR GRACE: Evans, et al., Transfer Claims to LongAcre & Liquidity

WR GRACE: Files Supplements to First Amended Chapter 11 Plan
WR GRACE: Officers Disclose Holding Options to Buy Shares
WR GRACE: Asbestos PD Claimant Says Claim Missing from Plan

* Large Companies With Insolvent Balance Sheets


                            *********


ABET TECHNOLOGIES: Lenders Schedule May 18 Auction Sale of Assets
-----------------------------------------------------------------
USRG Power and Biofuels Fund II, L.P., as secured party, will sell
at a public auction on May 18, 2009, at 2:00 p.m. (Pacific
Daylight Time), all collateral assets of Abet Technologies LLC, a
Delaware limited liability company, at the offices of Irell &
Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, CA
90067.

The personal property collateral of the Debtor will be sold on an
"as is, where is" basis, to the highest qualified bidder, at the
auction.

Intrested parties may secure information concerning the collateral
and sale from Derek Bacon at (310) 586-3920.


AGS LLC: Moody's Downgrades Probability of Default Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded AGS LLC's Probability of
Default Rating to Ca from Caa2 and its Corporate Family Rating to
Caa2 from Caa1.  Moody's also downgraded the company's $30 million
delayed draw term loan and $125 million guaranteed term loan to Ca
from Caa1, and its $20 million revolver to Caa2 from Caa1.

The downgrade of the PDR reflects a high probability the company
will repurchase a portion of its existing debt at a material
discount.  AGS recently launched an amendment to its senior bank
facilities that would allow the company to repurchase up to $10
million of its term loans via a dutch auction.  Moody's would view
such a debt repurchase as a distressed exchange, and Moody's
reflect the very high likelihood of this event occurring through
the assignment of the Ca PDR.  Moody's will classify this
distressed exchange as a limited default and change the PDR to
Caa3/LD if a debt repurchase occurs over the near term.  This is
due to Moody's current belief that the going-forward PDR will end
up at Caa3 shortly following the closure of the debt repurchase
and recognition that the limited default has occurred.

The downgrade of the term loan ratings to Ca reflects the material
loss that holders of these loans could incur if sold back to the
company at a substantial discount.  Ratings on term loans
remaining after the exchange will likely be upgraded to Caa2 in
accordance with Moody's Loss Given Default methodology.

The downgrade of the CFR to Caa2 reflects the concerns with the
company's liquidity given tight financial covenants, as well as
the higher probability that AGS may pursue further debt
repurchases that Moody's would deem to be distressed exchanges.
AGS's Caa2 CFR continues to reflect its very small scale,
considerable business risks, and weaker than expected operating
performance and higher than expected debt/EBITDA relative to
original expectations.

The negative outlook reflects the risk of additional distressed
exchanges going forward as well as the potential need to
renegotiate covenants in an adverse credit market, or rely on
equity cure rights to maintain compliance.

Moody's notes that despite the companies weaker than expected
operating performance, AGS' installed base of gaming machines is
likely to increase sufficiently to offset an expected decline in
hold per day caused by depressed gaming demand.  Slightly higher
gaming revenue combined with growing equipment sales should result
in an improvement in credit metrics over the next twelve months.
AGS' cash balance and cash flow should be sufficient to cover
interest, capital spending and debt amortization over the next
twelve months.

Ratings downgraded and assessments updated

  -- Probability of Default Rating to Ca from Caa2

  -- Corporate Family Rating to Caa2 from Caa1

  -- $20 million 5-year secured and guaranteed revolving credit
     facility to Caa2 (LGD 3, 34%) from Caa1 (LGD 3, 33%)

  -- $30 million 6-year secured and guaranteed delayed draw term
     loan to Ca (LGD 4, 50%) from Caa1 (LGD 3, 33%)

  -- $125 million 6-year secured and guaranteed term loan to Ca
     (LGD 4, 50%) from Caa1 (LGD 3, 33%)

Moody's latest rating action was on November 26, 2008, when the
AGS LLC's CFR and PDR were each downgraded to Caa1 and Caa2,
respectively.

AGS LLC designs, manufactures, and distributes gaming machines for
the Native American casino market.


AIR CANADA: Working on Plan to Avert Return to Bankruptcy
---------------------------------------------------------
Monica Gutschi and Susan Carey at The Wall Street Journal report
that Air Canada said it is working on a plan to avoid a second
bankruptcy filing.

According to WSJ, Air Canada is facing a liquidity squeeze, tough
labor negotiations, and a decline in travel due to recession.

WSJ relates that Air Canada posted a wider first-quarter loss
after swinging to a loss of C$1.03 billion in 2008.  According to
the report, Air Canada ousted five weeks ago its CEO and installed
Calin Rovinescu.  The report says that Mr. Rovinescu is an
investment banker and lawyer who was Air Canada's chief
restructuring officer in its 2003 reorganization.

Labor contracts governing most of Air Canada's eight unions expire
in May and June, increasing the risk of strikes if talks don't go
well, WSJ states.  Some of the unions have shown little
willingness to agree to new concessions or the pension-funding
moratorium the new CEO is seeking, according to WSJ.

WSJ reports that one of Air Canada's credit-card processors
contractually can tighten its covenants in June.  The credit-card
processor, WSJ says, could require Air Canada to carry a
C$1.3 billion monthly cash balance -- up from C$900 million
currently -- or else the airline would have to post deposits.

Citing analysts, WSJ states that Air Canada faces debt payments of
C$617 million over the next 12 months.  According to WSJ, Air
Canada has C$1 billion of cash.  WSJ relates that Air Canada said
that it is in talks with the processor, as well as its suppliers,
banks, and leasing companies, on financial relief and ways to top
up its cash reserves.

According to WSJ, Air Canada's pension deficit stands at about
C$2.85 billion and may require a C$570 million payment later this
year.  WSJ states that Mr. Rovinescu said that his top priority is
to secure regulatory relief on the pension front.

Standard & Poor's said in a research note that even if the
government approves the plan to extend pension deficit payments
over 10 years, from the current five, Air Canada may have to win
agreement from its workers and retirees, or obtain letters of
credit from the near-frozen capital markets to cover the payment
difference.

Air Canada will cut its costs, increase productivity, and find new
ways to generate revenue, WSJ says, citing Mr. Rovinescu.  Mr.
Rovinescu, according to WSJ, said that some progress in all areas
of his five-point plan have to be achieved to avoid bankruptcy.

Air Canada (TSX: AC.A, TSX: AC.B) -- http://www.aircanada.com/--
is Canada's largest airline and flag carrier.  The airline,
founded in 1936, provides scheduled and charter air transportation
for passengers and cargo to 160 destinations worldwide.  Its
largest hub is Toronto Pearson International Airport in Ontario.
The airline is a founding member of Star Alliance, an alliance of
21 member airlines formed in 1997.  Air Canada's corporate
headquarters are located in Montreal, Quebec, since its move from
Winnipeg, Manitoba, in 1949.  The airline's parent company is the
publicly traded firm ACE Aviation Holdings.

As reported by the Troubled Company Reporter on February 27, 2009,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Air Canada to 'B-' from 'B'.  At the same time,
S&P removed the rating from CreditWatch with negative
implications, where it was placed Dec. 2, 2008.


ALERIS INTERNATIONAL: Wins Nod for Sale of 2 Jets to W. Buffett
---------------------------------------------------------------
Aleris International Inc. has obtained approval from the U.S.
Bankruptcy Court for the District of Delaware for the sale of its
undivided interests in two aircraft to an affiliate of NetJets
Inc. for $1 million, less a 7% brokerage commission, Bloomberg's
Bill Rochelle said.

According to Bloomberg, Aleris has a 12.5% interest in a Hawker
400 XP for which it's obligated to pay NetJets $11,640 a month for
maintenance, plus $1,654 for each hour of use and $1,158 for
each hour of a ferry flight.  For its 6.25% interest in a Citation
Sovereign, Aleris pays NetJets a monthly management fee of
$11,435, plus $2,429 for each hour of use and $1,700 for each hour
of a ferry flight.

Woodbridge, New Jersey-based NetJets is owned by Warren Buffett's
Berkshire Hathaway Inc.

                    About Aleris International

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

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

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


AMERICAN EQUITY: Fitch Puts 'BB+' Issuer Rating on Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed the 'BB+' Issuer Default Rating of
American Equity Investment Life Holding Company and 'BBB+' insurer
financial strength ratings of for its insurance operating
subsidiaries on Rating Watch Negative.  A detailed ratings list
follows the end of this press release.

The rating action follows AEL's recent announcement that the
company, its Chairman, David Noble and its CEO and President,
Wendy Carlson received a Wells Notice from the U.S. Securities and
Exchange Commission in connection with its ongoing investigation
of certain disclosures regarding transactions involving AEL and
American Equity Investment Service Company.  The Wells Notice
indicates that SEC staff is considering recommending a civil
enforcement action against the company and certain employees
alleging violations against various federal securities laws.  The
Rating Watch Negative reflects Fitch's belief that there is a
level of uncertainty that exists with respect to ramifications of
the Wells Notice including, but not limited to, the potential
result of a change in AEL's leadership, which may materially
disrupt AEL's ability to execute on its near- and long-term
strategic goals.

Fitch believes AEL's chief credit strengths include:

  -- A high credit quality bond portfolio;
  -- Improved operating performance;
  -- Adequate statutory capital for the rating.

Fitch views AEL's bond portfolio to be of high credit quality at
year-end 2008. U.S. Government sponsored agencies accounted for
52% of fixed income securities and 96% of the portfolio was
investment grade.  Given the composition of the investment
portfolio, AEL had comparably less investment related losses in
2008 than many of its peers.  Although the composition of the
AEL's portfolio is expected to change in 2009 due to 48% of its
fixed maturity securities being subject to call redemption, Fitch
believes AEL will have some advantages to reinvestment with 20/20
hindsight in this economic environment to avoid riskier asset
classes and sectors as well as to participate in good-quality
spread opportunities.  However, even with this potential
advantage, Fitch still expects credit risk and below investment
grade securities to increase relative to total invested assets and
rise to levels more consistent with the historical life insurance
industry average.

Fitch also believes that AEL's operating earnings have benefited
in this economic environment.  Sales of its fixed indexed annuity
products have been strong as consumers have veered away from
variable annuity products.  In addition, spreads on AEL's account
values have widened given higher investment yields and lower
average crediting rates.  Fitch expects some of these trends will
continue for most of 2009, which should minimize earnings and
capital volatility over the near term.  Additional strengths
include operating subsidiary American Equity Investment Life
Insurance Company's strong position in the FIA market and strong
servicing reputation with its chosen distribution net work -
national marketing organizations.

AEILIC's statutory total adjusted capital declined only 1% in 2008
to $1 billion.  This level of volatility in capital is tolerable
for the rating category and declined at a rate less than many of
its peers.  Fitch views AEILIC's year-end 2008 NAIC risk based
capital ratio of 347% as adequate for the rating category, but
recognizes it was a meaningful decline from 426% at year-end 2007.
Fitch attributes much of the change in RBC to higher asset charges
given the shift in asset mix as well as an increase in below
investment grade securities (up to 4% at year-end 2008 from less
than 1% in the prior year).  Fitch expects elevated levels of
below investment grade securities to continue to put pressure on
AEILIC's RBC ratio in 2009, but also anticipates AEILIC to
maintain an RBC above 300% by year-end 2009.  In order to do so,
AEL may need to manage sales growth given the strain new FIA sales
have on statutory capital earnings, and therefore capital.  AEL's
new commission structure should help to relieve some pressure as
well.  Historically, AEL has relied on access to the capital
markets to support sales capacity.  However, access may not be
available in the challenging economic environment, which does
limit AEL's financial flexibility, in Fitch's view.

Fitch's rating concerns include:

  -- AEL's lack of diversification in revenue and earnings, as
     well as distribution;

  -- Increased credit risk in AEL's investment portfolio over the
     next couple of years in a difficult economic environment;

  -- A spike in interest rates and surrender rates.

Fitch's concern with AEL's lack of diversification is heightened
given the SEC's 151A ruling for the treatment of FIAs as
securities.  However, if the ruling is not overturned beforehand
(the ruling is currently under judicial review), AEL will have
until January 2011 to accommodate the new regulations.  Fitch
believes there is risk to current level sales and profitability
while the company undergoes any necessary transition.  More
specifically, Fitch believes a slowdown in sales could diminish
long-term GAAP and statutory earnings growth related to any period
of interrupted sales.  However, in the short term, Fitch would
expect to see minimal GAAP earnings disruption and likely
statutory earnings growth given that lower production typically
translates into lower new business strain and higher capital.

Fitch believes that AEL's investment portfolio's credit quality
will deteriorate from its historically high level given that 48%
of the company's fixed income securities will become subject to
call redemption in 2009 (approximately $4.9 billion).  In 2008,
AEL received $2.8 billion in net redemption proceeds from its
callable U.S. Government sponsored agency securities that it
reinvested primarily in prime residential mortgage backed
securities and to a lesser extent investment- grade corporate
securities.  Fitch believes the performance of both of these asset
classes will be under pressure in this difficult economic
environment, which could increase the amount of realized losses
and other than temporary impairments AEL has recognized to date.

Like many fixed annuity books of business, AEL's primary business
risk is a spike in interest rates concurrent with increased
surrender rates.  In Fitch's opinion, interest rate risk is
AEILIC's chief balance sheet risk, as the market values of its
assets and liabilities are sensitive to changes in interest rates.
This concern is amplified by AEILIC's investment portfolio's
significant allocation to U.S. government agency zero-coupon and
U.S. government agency callable securities, which raises the level
of interest rate sensitivity as well as reinvestment risk,
although this risk is softening as more agency bonds get called.
Fitch also recognizes that AEILIC has made improvements in its
investment management capabilities and asset liability management
program in recent years.  Additionally, FIAs include product
features such as surrender charges and terms that are designed to
limit withdrawals, and thus help protect against reinvestment
risk.

Future credit considerations:

  -- Fitch would consider revising AEL's ratings or Outlook if
     other than temporary impairments from AEL's investment
     portfolio began to contribute more than expected volatility
     to earnings and capital than what Fitch considers reasonable
     at the current rating category.

  -- Fitch would also expect downward pressure on AEL's ratings if
     AEL were not able to react appropriately to changes in the
     regulatory environment for the sales of FIA products,
     particularly with respect to Rule 151A.

AEL is headquartered in Des Moines, Iowa and had reported total
GAAP assets of $17.5 billion and equity of $507 million at March
31, 2009.  AEILIC, the main operating subsidiary of AEL is also
headquartered in Des Moines and had total net admitted assets of
$13.6 billion and capital and surplus of $983 million at Dec. 31,
2008.

Fitch has placed these ratings on Watch Negative:

American Equity Investment Life Holding Company

  -- Issuer Default Rating of 'BB+';

  -- $260 million 5.25% senior convertible debentures due 2024 of
     'BB';

  -- Trust preferred securities of 'BB-'.

American Equity Investment Life Insurance Company
American Equity Investment Life Insurance Company of New York

  -- Insurer financial strength rating of 'BBB+'.


AMERICAN INT'L: To Sell Prime Tokyo Real Estate to Nippon Life
--------------------------------------------------------------
American International Group, Inc., has disclosed an agreement to
sell its prime real estate holding in Tokyo for approximately
$1.2 billion in cash to Nippon Life Insurance Company.  The
property consists of approximately one acre of land on which The
AIG Otemachi Building in Tokyo is situated.

The property's Marunouchi 1 chome address is one of the most
coveted in central Tokyo's downtown business district.
Marunouchi, Tokyo's business center, is the highest rent district
in Japan with demand for Class A space typically exceeding supply.
AIG's property is unique within the district because of its
location next to and overlooking the inner moat of the Imperial
Palace.

The transaction is expected to close during the second quarter.

Edward Liddy AIG's Chairman and Chief Executive Officer said,
"This is a significant transaction because of the prominence and
unique nature of the property and the highly attractive value that
both AIG and Nippon Life Insurance Company are realizing through
the transaction.  This transaction has been successfully
negotiated by AIG despite the difficult real estate market
environment in Japan and globally.  The sale generated substantial
interest from both Japanese and foreign investors, resulting in a
very competitive bidding process.  AIG is pleased to effectively
monetize this asset within the context of its restructuring
effort. We view this transaction as a win-win for all concerned,
with Nippon Life Insurance Company acquiring a premier real estate
asset.

"We have reached agreement or closed over a dozen deals in the
past several months, despite a very challenging economic
environment.  We presently are in various stages of discussions
with respect to other potential transactions, as we continue to
move forward with our asset disposition and restructuring efforts
in order to serve the best interests of AIG and its constituents,"
Mr. Liddy stated.

Merrill Lynch & Co. acted as financial advisor and Simpson Thacher
& Bartlett LLP and Anderson Mori & Tomotsune acted as legal
counsel to AIG on this transaction.  Blackstone Advisory Services
provided financial advice to AIG in connection with AIG's global
restructuring program.

          CEO to Fight Back Criticism of Employees

Meena Thiruvengadam at The Wall Street Journal reports that Mr.
Liddy plans to fight back against criticism of his employees.
According to WSJ, Mr. Liddy will tell a U.S. House oversight
committee on Wednesday while pleading for a better partnership
with the government, "Rampant, unwarranted criticism of AIG serves
only to diminish the value of our businesses around the world."

WSJ relates that Mr. Liddy wrote in a prepared testimony submitted
to the House Committee on Oversight and Government Reform, saying,
"We need your help.  It is critical that we not lose sight of the
fact that we are partners."

WSJ states that the House Oversight and Government Reform
Committee have prepared to grill Mr. Liddy and trustees charged
with managing the government's AIG shares, intending to raise
questions about transparency and accountability.  WSJ notes that
AIG had been the subject of strong criticism from the public and
Congress due to employee bonuses paid despite the Company's
collection of billions in government aid.

According to WSJ, Mr. Liddy said in a prepared testimony, "Our
plan contemplates that AIG's best businesses will establish
separate identities from the parent holding company.  The major
insurance companies will emerge with diverse products, strong
management and clear growth strategies worthy of investor
confidence."

Mr. Liddy also said that AIG has already reduced the level of
systemic risk it presents to the global financial system and will
detail how AIG has reduced notional exposure in its complex
derivatives portfolio to $1.5 trillion from a peak of
$2.7 trillion, WSJ relates.  Mr. Liddy admitted that any systemic
risks posed by AIG to the global financial system have not been
eliminated, WSJ reports.

Liam Pleven at WSJ relates that AIG's turnaround was once hoped to
be a quick process, but a new internal memo shows that the Company
and the government expect that it would take years to restructure
the Company.

WSJ states that an initiative code-named Project Destiny involved
a 45-day review of AIG's businesses that is supposed to lead to
the multiyear plan.  According to WSJ, Project Destiny may be
discussed at a congressional hearing about AIG scheduled for
Wednesday.

                  About American International

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

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

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

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

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

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

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

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


ARCLIN CANADA: S&P Keeps Negative Watch on 'CCC' Corporate Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it kept the ratings,
including the 'CCC' long-term corporate credit rating, on Arclin
Canada Ltd. on CreditWatch with negative implications, where they
were placed January 27, 2009.  The company continues to negotiate
with its lenders on the amendments to its credit agreement.
Arclin was in violation of covenants under the credit agreement at
the end of 2008.

"We expect the company's EBITDA generation first-quarter 2009 to
be significantly lower from the same period in 2008, due to lower
volumes, but ahead of budget," said Standard & Poor's credit
analyst Jatinder Mall.

Arclin's liquidity position remains very weak for the ratings
because the company does not have access to a credit facility and
continues to fund daily operational needs with cash on hand and
internally generated funds.

"If Arclin is able to receive amendments and waivers, S&P expects
it will still continue to face weak market conditions because
demand for resins and overlays will likely decline further in 2009
as the North American economy remains weak," Mr. Mall added.

While S&P believes recent efforts to reduce costs through
headcount reduction and by renegotiating some supply contracts
will improve EBITDA margins slightly, Standard & Poor's expects
Arclin's EBITDA, in absolute terms, to decline further in 2009 due
to weak volumes.  Absent recapitalization and given market
conditions, S&P will probably keep the rating on Arclin in the
'CCC' category.

Standard & Poor's will likely resolve the CreditWatch when Arclin
confirms that it has been able to negotiate an agreement with its
lenders and amend covenants for 2009 and 2010.


BANK OF AMERICA: Margaret Ren Leaves Merrill Lynch
--------------------------------------------------
Merrill Lynch China Investment Banking Chairman Margaret Ren has
resigned from her post, Nisha Gopalan at The Wall Street Journal
reports, citing people familiar with the matter.

According to WSJ, Ms. Ren was hired as chairperson of Merrill
Lynch's China investment banking business in February 2007.
Ms. Ren was a star china banker at Citigroup Inc., WSJ relates.
She left Citigroup in 2005, after being suspended in June 2004
from her role as head of China investment banking on allegations
that she presented false information to the company and
regulators.  WSJ says that Ms. Ren was cleared of any wrongdoing
by the U.S. Securities and Exchange Commission in 2006.

WSJ states that people familiar with the matter didn't disclose
the reason for Ms. Ren's departure from Merrill, nor did they say
whether she will be moving to another company.

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.


BCBG MAX: Moody's Upgrades Corporate Family Rating to 'Caa2'
------------------------------------------------------------
Moody's Investors Service upgraded BCBG Max Azria Group, Inc.'s
debt ratings, including the company's corporate family and
probability of default ratings to Caa2.  At the same time, the
limited default designation was removed from the company's
probability of default rating, following completion of the recent
distressed exchange transaction.  The ratings outlook is stable.

The upgrades reflect the improved probability of default following
the company's recent distressed exchange transaction that 1)
improved liquidity through an add-on to its second lien term loan,
2) stretched its March 31, 2009 and 2010 amortization payments
over a ten month period, 3) improved covenant headroom and 4)
reduced first lien debt through a Dutch auction process.  The
transaction was viewed as a distressed exchange default by
Moody's.

The senior secured term loan rating was raised to Caa1 (LGD3, 35%)
in accordance with Moody's LGD framework, reflecting Moody's
estimate for BCBG's capital structure on April 4, 2009, following
the recent debt repurchases.

BCBG's Caa2 corporate family rating continues to reflect the
company's high debt load stemming from the 2006 acquisition of Max
Rave, LLC that, when coupled with weak operating performance over
the past two years, has led to very weak credit metrics and weak
liquidity.  The rating also reflects BCBG's very high business
risk as a fashion forward women's apparel retailer, high
seasonality, relatively small scale and ongoing reliance on its
founder, Max Azria.  The current negative economic environment
could handicap the company's ability to improve performance,
despite expected growth of Max Rave product with a sizable well
known retailer.  These risks are balanced by BCBG's improved
liquidity position following the recent waiver and amendment
transaction, credible market position, and well known brand names.

The stable outlook reflects the substantial improvement in
liquidity following the recent amendment, and anticipates that the
company will begin to see improved results at Max Rave in light of
the ramp-up of new business with a large retailer.  To be
upgraded, the company must demonstrate that it has reversed losses
and cash flow burn at its Max Rave subsidiary, and that it will
maintain adequate liquidity and covenant headroom.  A downgrade
would stem from an increased probability of default through
continued weak operating performance, or if liquidity erodes
through continued cash flow drain or new covenant concerns.

These rating actions have been upgraded:

-- Corporate family rating to Caa2 from Caa3;

-- Probability of default rating to Caa2 from Caa3/LD;

-- Senior secured term loan to Caa1 (LGD3, 35%) from Ca (LGD4,
   60%).

The last rating action on BCBG was on April 4, 2009 when Moody's
changed the company's probability of default rating to Caa3/LD and
lowered the rating on its senior secured term loan to Ca (LGD4,
60%).

BCBG Max Azria Group, Inc., headquartered in Vernon, California is
an apparel retailer and wholesaler.  Revenues for the twelve
months ended October 31, 2008 were estimated to exceed $930
million.


BEAIRD COMPANY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Beaird Company, Ltd.
        9311 Bluebonnet Boulevard
        Baton Rouge, LA 70810

Bankruptcy Case No.: 09-10651

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: gmckenzie@steffeslaw.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/lamb09-10651.pdf

The petition was signed by Gerald J. Landry, president of the
Company.


BEARINGPOINT INC: Amends Deloitte Sale Deal; Committee Protests
---------------------------------------------------------------
BearingPoint Inc. and its debtor-affiliates have delivered on to
the U.S. Bankruptcy Court for the Southern District of New York a
fourth amendment to the asset purchase agreement dated March 23,
2009, with Deloitte LLP, and a side letter supplementing that
agreement.

Papers filed with the Court show that the agreement was first
amended on April 3, 2009.  The Debtors want to modify certain
schedules and exhibits under the agreement.

According to BankruptcyData.com, the Official Committee of
Unsecured Creditors objected to the Debtor's fourth amendment and
side letter to their asset purchase agreement with Deloitte.  The
basis for the objection, in regards to the side letter, relates to
the two weeks' extension of time after the closing date that the
Debtors propose to permit Deloitte to designate additional
contracts and proposals to be assigned by the sellers and
subsequently assumed, the Committee points out.

The Committee, the source says, claims that this provides an
unfair advantage to Deloitte as it affords the buyer an added
potential monetary bonus which was not intended in the original
sale agreement.

The Troubled Company Report said on April 20, 2009, the Court
approved the Debtors' sale of a significant portion of its North
American Public Services business to Deloitte for $350 million,
subject to adjustment.  The deal remains subject to the
satisfaction of closing conditions.  There can be no assurance
that the transaction will be completed, BearingPoint said.

The previous amendments, the TCR said, modified the transaction to
provide that the termination fee will not be payable in certain
specific circumstance where the event that would have triggered
its payment was wholly beyond the control of the Debtors and
instead provides for an increased expense reimbursement in such
circumstances, among other things.

A full-text copy of the Debtors' fourth amendment to the asset
purchase agreement is available for free at:

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

A full-text copy of the Debtors' side letter for the agreement is
available for free at:

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

A full-text copy of the original Asset Purchase Agreement with
Deloitte is available at no charge at

               http://ResearchArchives.com/t/s?3b98

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.


BEARINGPOINT INC: Committee Objects to Deal on Japan Sale Proceeds
------------------------------------------------------------------
The official committee of unsecured creditors of BearingPoint Inc.
and its debtor-affiliates filed with the U.S. Bankruptcy Court for
the Southern District of New York an objection to an agreement
regarding the sale of Japan business reached by BearingPoint and
the senior lenders and their agent, according to
ankruptcyData.com.

The Committee supports the sale proposal that PwC Advisory Co.
acquire the Debtors' stock for roughly $38.4 million, the report
says.

The Committee, BankruptcyData relates, objects to the structure by
which the sale proceeds would be repatriated, which "erects a sham
intercompany obligation for the purpose of converting the proceeds
to collateral of the prepetition senior lenders.  The proposed
repatriation involves a restructuring of certain foreign non-
debtor affiliates of the Debtors that is intended to minimize the
tax consequences of the sale."

A hearing on the matter is scheduled for May 12, 2009, source
notes.

On April 2, 2009, BearingPoint International Bermuda Holdings
Limited, BearingPoint's indirect subsidiary, entered into a Share
Sale Agreement with PwC Advisory Co., Ltd., the Japanese member
firm of the PricewaterhouseCoopers global network of firms, for
the sale of BearingPoint's consulting business in Japan to PwC
Japan for roughly $45 million.

On April 17, 2009, BearingPoint and certain of its subsidiaries
entered into a definitive agreement with PricewaterhouseCoopers
LLP pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its Commercial Services business
unit, including Financial Services, to PwC.  In addition, an
affiliate of PwC also entered into a definitive agreement to
purchase the equity interests of BearingPoint Information
Technologies (Shanghai) Limited, a subsidiary of BearingPoint that
operates a global development center in China, and certain assets
of a separate global development center in India.  The aggregate
purchase price for these three transactions is roughly
$25 million.

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.


BEARINGPOINT INC: Panel Raises Issues on Deloitte and PwC Sales
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing later today, May 12, 2009, to consider
objections filed by the official committee of unsecured creditors
in the bankruptcy cases of BearingPoint Inc. regarding:

   1) the Debtor's fourth amendment and side letter to their asset
      purchase agreement with Deloitte LLP; and

   2) the Debtors' request to authorize agreement with the agent
      and senior lenders regarding the sale of the Company's Japan
      business.

Bankruptcy Data reports that the Creditors Committee objects, with
regard to the fourth amendment and side letter, to the two weeks
extension of time after the closing date that BearingPoint
proposes to permit Deloitte to designate additional contracts and
proposals to be assigned by the sellers and subsequently assumed.
The committee, according to the report, contends that the two-week
extension provides an unfair advantage to Deloitte as it affords
the buyer an added potential monetary bonus which was not intended
in the original sale agreement, the report says.

The Committee filed with the Court a partial objection to the
Debtors' motion to authorize agreement with the agent and senior
lenders regarding the sale of the Company's Japan business,
according to Bankruptcy Data.  The committee, according to the
report, supports the sale proposal, that PwC Advisory Co. acquire
the stock of BearingPoint Co. for roughly $38.4 million.  However,
according to the report, the Committee objects to the structure by
which the sale proceeds would be repatriated.  The committee, the
report says, "erects a sham intercompany obligation for the
purpose of converting the proceeds to collateral of the
prepetition senior lenders.  The proposed repatriation involves a
restructuring of certain foreign non-debtor affiliates of the
Debtors that is intended to minimize the tax consequences of the
sale," the report says.

BearingPoint is pursuing the sale of all or substantially all of
its businesses and assets to a number of parties.  BearingPoint
expects that the sale transactions will result in modification of
the plan of reorganization filed with the Bankruptcy Court on
February 18, 2009, and, if BearingPoint is successful in selling
all or substantially all of its assets, in the liquidation of
BearingPoint's business and BearingPoint ceasing to operate as a
going concern.

On March 23, 2009, BearingPoint and certain of its subsidiaries
entered into a definitive agreement to sell a significant portion
of their assets related to BearingPoint's North American Public
Services business to Deloitte LLP for $350 million, subject to
adjustment.  On April 17, 2009, the Bankruptcy Court approved the
sale.

On April 2, 2009, BearingPoint International Bermuda Holdings
Limited, BearingPoint's indirect subsidiary, entered into a Share
Sale Agreement with PwC Advisory Co., Ltd., the Japanese member
firm of the PricewaterhouseCoopers global network of firms, for
the sale of BearingPoint's consulting business in Japan to PwC
Japan for roughly $45 million.

On April 17, 2009, BearingPoint and certain of its subsidiaries
entered into a definitive agreement with PricewaterhouseCoopers
LLP pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its Commercial Services business
unit, including Financial Services, to PwC.  In addition, an
affiliate of PwC also entered into a definitive agreement to
purchase the equity interests of BearingPoint Information
Technologies (Shanghai) Limited, a subsidiary of BearingPoint that
operates a global development center in China, and certain assets
of a separate global development center in India.  The aggregate
purchase price for these three transactions is roughly $25
million.

On April 27, the Bankruptcy Court approved bidding procedures in
connection with an auction of all or substantially all of the
assets of the CS Business and BearingPoint China GDC proposed to
be held on May 27, 2009, and BearingPoint has requested a hearing
to approve the winning bid at the Auction on May 28, 2009.  The
consummation of the transaction is also subject to (i)
BearingPoint not receiving higher or better offers at the Auction,
(ii) the approval of the Bankruptcy Court of the definitive
agreements and (iii) other customary closing conditions.

The bankruptcy judge, according to Bloomberg's Bill Rochelle, said
he would approve procedures for the sale of the commercial
services business only if changes sought by the committee were
made in the process.  Among other things, the committee wanted
buyers to be able to purchase the business in China and to bid for
less than all of the customers that would be transferred to PwC.

On April 20, 2009, BearingPoint's Board of Directors authorized
BearingPoint to enter into a non-binding term sheet for the sale
of its Europe, Middle East and Africa business to local
management.  In addition, BearingPoint is in discussions with
local management and other interested parties to sell its Latin
America and other Asia Pacific practices.  There can be no
assurance that any of these transactions 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.


BLACK PRESS: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Victoria, British Columbia-based
newspaper publisher Black Press Ltd. to 'B-' from 'B'.  At the
same time, S&P lowered the senior secured debt ratings on Black
Press' wholly owned Canadian subsidiary Black Press Group Ltd. and
wholly owned U.S. subsidiary Black Press U.S. Partnership to 'B-'
from 'B'.  The outlook is negative.

S&P also revised the recovery ratings on Black Press Group's and
Black Press U.S.'s senior secured debt to '4' from '3'.  The '4'
recovery rating indicates S&P's opinion of an expected average
(30%-50%) recovery in the event of a payment default, in contrast
to a '3' recovery rating, which indicates S&P's opinion of an
expected meaningful (50%-70%) recovery.  Standard & Poor's revised
the recovery rating due to S&P's use of a lower EBITDA amount and
EBITDA multiple in the event of default.

"The downgrade reflects Black Press' lower profitability, which is
contributing to the company's weak liquidity, possible
noncompliance with financial covenants, and increased debt
leverage," said Standard & Poor's credit analyst Lori Harris.  The
weakness in operations is largely due to Black Press' drop in
advertising revenues in the U.S. and Canada, resulting from what
S&P views as a challenging global economic environment.  Both
revenue and EBITDA were down materially in the fourth fiscal
quarter ended February 28, 2009.

Furthermore, Standard & Poor's believes the company's performance
in fiscal 2010 (ending February 28) is likely to remain weak
because of the expectation of lower advertising revenues.
Partially offsetting these factors in S&P's opinion is the
company's solid market position within several of its regions.

The negative outlook reflects Standard & Poor's expectation that
Black Press' operating performance, credit ratios, and financial
flexibility are likely to remain weak in fiscal 2010, driven by
expected soft EBITDA and elevated debt levels.  S&P could consider
lowering the ratings if the company's operating performance or
liquidity weakens further or Black Press does not comply with its
financial covenants and is unable to obtain an amendment or waiver
to rectify the situation.  Alternatively, S&P could consider
revising the outlook to stable if Black Press' operating
performance and financial flexibility improve.


BRADLEY CORRUGATED: Auction Sale Set on Site for May 14
-------------------------------------------------------
A.J. Willner Auctions will conduct a bankruptcy auction sale on
site at Bradley Corrugated Box Co. at 900 So. 2nd Street,
Harrison, N.J. on Thursday, May 14, 2009, at 11:00 a.m.

For further inquiries, please contact A.J. Willner Auctions at
http://ajwauctions.com/or call (908) 789-9999.

Based in Harrison, N.J., Bradley Corrugated Box Co., Inc. filed
for Chapter 11 relief on March 13, 2009 (Bankr. D. N.J. Case No.
09-16126).  Daniel Stolz, Esq., at Wasserman, Jurista & Stolz,
represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $1,115,730 and
debts of $1,757,074.


BRENDA GRIGGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brenda Griggs
        1101 Las Vegas Blvd North
        Las Vegas, NV 89101

Bankruptcy Case No.: 09-17462

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Fred C. Page, Esq.
                  801 So Rancho
                  Ste B-14
                  Las Vegas, NV 89106
                  Tel: (702) 656-5814
                  Fax: (702) 656-9820
                  Email: Fpage@brantonsullivan.com

Total Assets: $1,376,101

Total Debts: $1,812,558

According to its schedules of assets and liabilities, $1,207,676
of the debt is owing to secured creditors, $83,873 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

     http://bankrupt.com/misc/nvb09-17462.pdf

The petition was signed by Ms. Griggs.


BRODER BROS: Consents for Exchange at 91.75%; Warns of Chapter 11
-----------------------------------------------------------------
Broder Bros., Co. announced that the consent time with respect to
its pending private exchange offer for all of its 11.25% senior
notes due 2010 expired at 5:00 p.m., New York City time, on
Friday, May 8, 2009.  As of that time, $206.4 million in aggregate
principal amount of Existing Notes, or 91.75%, had been tendered
in the exchange offer.  As a result of the expiration of the
Consent Time, tenders of Existing Notes may no longer be withdrawn
and agreements to be bound by the mutual releases and consents may
not be revoked.

The minimum tender condition to the exchange offer remains at
$213.75 million in principal amount of the Existing Notes, or 95%
of the outstanding Existing Notes.  If the Company does not
achieve the minimum tender condition or the exchange offer is not
completed for any other reason, the Company anticipates that it
will, and is prepared to, initiate a restructuring through the
filing of a voluntary petition under Chapter 11 of the Bankruptcy
Code.

The Company and its restructuring advisors have prepared the
materials necessary to file for bankruptcy under Chapter 11 of the
Bankruptcy Code if the minimum tender condition is not satisfied.
The Company believes that an in-court restructuring will be on
terms much less favorable to the holders of the Existing Notes
than the terms of the pending exchange offer.

The Company estimates that an in-court restructuring would result
in an additional $25 million in fees, expenses and borrowing costs
and that the Company would need to seek additional capital to pay
these costs and expenses.  This estimate excludes additional
liquidity constraints associated with a reduction in sales and
collections, an acceleration of vendor payments as a result of a
contraction of trade terms, fees associated with a new capital
investment and general business degradation, resulting from an in-
court restructuring.  The Company expects this additional capital
to be on terms that would materially reduce what holders of the
Existing Notes would receive, if anything, in an in-court
restructuring on account of their Existing Notes.

If the Company were forced to undertake an in-court restructuring,
the benefits of the Company's recent amendment to its revolving
credit facility will be lost and lenders thereunder could seek to
compel the liquidation or sale of the Company, neither of which
the Company believes will maximize value for the holders of the
Existing Notes.

As further described in the Offering Memorandum, in the event that
less than $220.5 million in principal amount of Existing Notes are
tendered in the exchange offer and mutual release and consent
solicitation, Broder Bros. will form a new wholly owned subsidiary
and transfer substantially all of its assets to such subsidiary as
soon as practicable following the completion of the exchange
offer.  Under the terms of the indenture governing the exchange
notes, the subsidiary will be required to guarantee the exchange
notes, but, as a result of the effectiveness of the proposed
amendments to the indenture governing the Existing Notes, will not
be required to guarantee any of the Existing Notes that remain
outstanding after the exchange offer.  As a result, the Existing
Notes will be effectively subordinated to the claims of that new
subsidiary's creditors, including the lenders under the existing
revolver, holders of the exchange notes and any trade creditors.

As of March 28, 2009 on a pro forma basis giving effect to the
exchange offer and asset transfer, the new subsidiary would have
had approximately $330 million of indebtedness (including
obligations under guarantees of indebtedness) and other
liabilities, including trade payables.

The expiration time of the exchange offer will remain at 11:59
p.m., New York City time, on May 14, 2009, unless extended by the
Company.

                     About Broder Bros., Co.

Broder Bros., Co. -- http://www.broderbrosco.com/-- is one of the
nation's largest distributors of trade, private label, and
exclusive apparel brands to the imprinting, embroidery and
promotional product industries, serving customers since 1919. It
currently has eight distribution centers across the U.S. and has
the capability to deliver to approximately 80 percent of the U.S.
population in one day.  Via its three divisions, the company
distributes industry-leading brands Anvil, Fruit of the Loom,
Gildan, Hanes and Jerzees as well as exclusive retail brands
Adidas Golf and Champion.

                        *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Broder Bros. Co. to 'SD' from 'CC'.  S&P also lowered
the ratings on the company's $225 million 11.25% senior notes due
2010 to 'D' from 'C'.  The recovery rating on these notes remains
at '6', indicating expectations for negligible (0%-10%) recovery
in the event of payment default.  As of December 31, 2008, S&P
estimates Broder had about $375 million in reported debt
outstanding.

The TCR said March 6, 2009, that Moody's Investors Service
downgraded Broder Bros., Co.'s Probability of Default and
Corporate Family Ratings to Ca from Caa3.  Moody's also lowered
the rating on the company's senior unsecured notes to C from Ca.
The rating outlook remains negative.


CALIFORNIA STEEL: Moody's Downgrades Corp. Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's downgraded California Steel Industries, Inc.'s ratings,
including the corporate family rating which was lowered to Ba3
from Ba2.  The outlook is negative.  This concludes the review for
downgrade initiated on November 20, 2008.

The downgrade reflects Moody's view of the impact of ongoing
pressures in the steel industry on CSI's operating and financial
profile.  The company has experienced a significant deterioration
in demand with billed tons having declined by 66% in the first
quarter on a year-over-year basis.  While some of the decline was
the result of inventory destocking among customers, demand for
steel remains weak across all products produced by CSI.  In
Moody's opinion, credit metrics are likely to weaken including
leverage rising into at least the mid-to-high single-digit range
by the end of 2009 with EBIT likely to be insufficient to cover
interest expense.  However, the ratings also consider that CSI
benefits from a flexible cost structure and a seasoned management
team.

Moody's believes that liquidity is adequate to support operations
over the near-term.  CSI generated cash from the unwind of working
capital, including a cash tax refund of approximately $51 million
in the first quarter, and ended the period with approximately $73
million of balance sheet cash.  However, Moody's believes it may
consume cash for the remainder of the year, absent a recovery, as
it is unlikely that working capital would continue to offset
expected operating losses.  CSI maintains an undrawn $110 million
asset-based revolving credit facility at March 31, 2009 although
Moody's expects that availability under the revolving credit
facility may be restricted by a contracting borrowing base and
possible non-compliance with a tangible net worth covenant.  The
cushion under this covenant has been reduced by over $170 million
of inventory impairments taken during the past two quarters.

The negative outlook reflects Moody's concerns regarding the
company's ability to remain in compliance with its covenants,
maintain an adequate liquidity profile, and sustain its business
model amidst the uncertainties pervading the global steel
industry.  The ratings could be further downgraded if liquidity
were to deteriorate beyond Moody's expectations, or if conditions
were to remain weak for an extended period or worsen in CSI's end
markets.

Ratings affected by the actions include:

  -- Corporate Family Rating Lowered to Ba3 from Ba2

  -- Probability of Default Rating Lowered to Ba3 from Ba2

  -- Senior unsecured note rating lowered to B1 (LGD 4; 65%) from
     Ba3 (LGD 5; 71%)

  -- Outlook negative

The last rating action on California Steel Industries was on
November 20, 2008 when the ratings were placed under review for
possible downgrade.

Headquartered in Fontana, California, CSI is a leading producer of
flat rolled steel in the western US based on tonnage billed.  CSI
does not manufacture the steel but rather processes steel slab
manufactured by third parties.  The company is 50% owned by JFE
Steel and 50% owned by Rio Doce Limited, a subsidiary of Vale
(Companhia Vale do Rio Doce).


CALIFORNIA STEEL: S&P Gives Negative Outlook; Keeps 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Fontana, California-based California Steel Industries,
Inc., to negative from stable.  At the same time, Standard &
Poor's affirmed its existing ratings on the company, including its
'BB-' corporate credit and senior unsecured debt rating.

"The outlook revision reflects S&P's assessment that the company's
operating performance will weaken more than previously expected as
2009 progresses due to weak end-market demand, which will likely
result in lower volumes and pricing," said Standard & Poor's
credit analyst Maurice Austin.  "As a result, S&P expects the
company's financial profile will likely deteriorate from current
levels, with debt to EBITDA increasing to more than 8x, a level
S&P would consider to be weak for the current 'BB-' rating."

Previously, S&P had expected debt to EBITDA to weaken during 2009
given the challenging steel industry market conditions, but that
it would remain less than 4x.  Still, in S&P's view, once a
recovery takes hold, which S&P expects could occur in 2010, CSI's
credit metrics will likely improve to a level more consistent with
a 'BB-' rating, with debt to EBITDA under 3x.  Specifically, this
could occur if revenues increased to levels obtained during the
last trough and gross margins increased to 11%.  In addition, the
negative outlook reflects S&P's concern relative to a thinning
covenant cushion associated with the consolidated tangible net
worth covenant contained in the company's bank credit agreement.
Although S&P is not currently forecasting a violation, S&P
believes that the cushion relative to this covenant could decline
to the single-digit percentage area.  Still, S&P expects CSI will
maintain adequate liquidity during this period, mainly derived
from more than $70 million in cash and about $100 million in
revolving credit facility availability, as of March 31, 2009.

The rating on California Steel Industries Inc. reflects limited
operating diversity, significant exposure to the California
economy, cyclical end markets, volatile pricing, and weaker
financial profile.  The rating also reflects the company's good
position within its markets and relatively variable cost
structure.

The negative outlook reflects S&P's expectation that CSI's
operating performance will weaken materially in the near term due
to softer end-market demand as a result of the weak U.S. economy
and intense competition.  Currently, S&P is estimating that
adjusted EBITDA could decline to significantly less than
$50 million and operating margins down to 4.5%.  Based on these
operating assumptions, S&P expects credit measures will
deteriorate meaningfully from current levels, with debt to EBITDA
of more than 8x and funds from operations down to about 20%.
However, S&P does expect improved operating results in 2010 as
markets begin to recover, resulting in debt to EBITDA of less than
5x and funds from operations to debt of about 20%.  Despite the
weaker earnings in 2009, S&P expects it to be offset by increased
cash flow generation due to a decrease in working capital.  As a
result, S&P expects the company's liquidity position to remain
adequate during 2009.  Still, S&P would consider a downgrade if
credit measures and liquidity were to deteriorate more than
currently expected in the near term due to continued demand
erosion or lower selling prices and be maintained for an extended
period.  Specifically, if total debt to EBITDA was maintained at
more than 5x.  In addition, a lower rating could occur if, as a
result of deteriorating operating results, a covenant violation
seems likely.  An outlook revision to stable would be considered
if, as a result of increased demand and higher margins, the
company's operating performance and financial profile were to
improve.  Specifically, if debt to EBITDA were to improve to less
than 3x.  However, the company's weak business position, limited
diversity due to reliance on one plant, close ties to the economic
cycle of California, and heavy dependence on volatile steel slab
costs remain key rating factors.


CHAMPION MOTORS: Files for Chapter 11 in Fort Lauderdale
--------------------------------------------------------
Champion Motors of Pompano Beach, Florida, filed for bankruptcy
reorganization on May 7 before the U.S. Bankruptcy Court, Southern
District Florida (Fort Lauderdale), Bloomberg reported.

"Economic times have created a slowdown," said Bart Houston,
bankruptcy attorney with Genovese Joblove & Battista in Fort
Lauderdale, according to a report by the South Florida Business
Journal.  "We're continuing to negotiate with our primary lender,
Volkswagen Credit Inc," Mr. Houston said.

Champion calls itself the world's largest Porsche dealer.
The dealership also sells Audis from two locations.  According to
The South Florida Business Journal, the bankruptcy only affects
the Porshe and Audi car dealership division of the Company.  The
bankruptcy, according to BizJournal, does not affect two related
companies - the well-known Champion Racing sponsorship company and
Champion Motorsports, which makes high-performance wheels.

Champion Motors, formally known as Copans Motors Inc., filed for
Chapter 11 on May 7, 2009 (Bankr. S.D. Fla. Case No. 09-18807).
The petition says assets and debt are both from $10 million to
$50 million.


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

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

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

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

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

As reported in the Troubled Company Reporter on May 4, 2009,
Chrysler is also asking Judge Gonzalez to grant superpriority
administrative claim status to Jones Day's fees and expenses.
Jones Day serves as Chrysler's lead corporate restructuring
counsel.

The employment arrangement proposed by Chrysler makes Capstone and
Jones Day's fees:

     -- pari passu with:

        (a) the United States Department of the Treasury
            and Export Development Canada under the terms
            of the $4.5 billion Second Lien Secured Priming
            Superpriority Debtor-In-Possession Credit
            Agreement dated as of April 30, 2009, and
            delivered to the Bankruptcy Court on May 1 (to
            the extent the traditional $10 million Carve-
            Out established under Sections 1.l and 3.15 of
            the DIP Facility wouldn't, in the event of a
            DIP Loan default, cover fees of all
            professionals representing Chrysler and any
            official creditors' committees and the U.S.
            Trustee); and

        (b) all intercompany claims (granted superpriority
            status by Judge Gonzalez at May 1 hearing); and

     -- senior to all other administrative priority claims
        arising in Chrysler's chapter 11 proceeding,
        including fees and expenses billed by (x) Togut,
        Segal & Segal LLP, hired as Chrysler's conflicts
        counsel, (y) Schulte Roth and Zabel LLP, hired as
        Chrysler's special corporate counsel, and (z) any
        professionals retained by the Chrysler's creditors'
        committee.

Chrysler's request appears to be a matter of first impression for
Judge Gonzalez, and is likely to draw comment from United States
Trustee's office.  The issue for Capstone and Jones Day, as
described by Thomas J. Salerno, Esq., and Jordan A. Kroop, Esq.,
in BANKRUPTCY LITIGATION AND PRACTICE: A PRACTITIONER'S GUIDE,
Sec. 8.13 at 8-40 (2006-1 Supp.), is payment of the firms' fees
and expenses in the event Chrysler's estate turns out to be
administratively insolvent, and possible disgorgement of interim
compensation paid to the firm under Sec. 331 of the Bankruptcy
Code.  Jones Day and Capstone don't appear to want to face that
risk.

                        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: Non-TARP Lenders Withdraw Objections to Fiat Sale
---------------------------------------------------------------
Chrysler LLC's lenders who are not part of the United States'
Troubled Asset Relief Program, the same group of parties branded
by U.S. President Barack Obama as "speculators" for refusing to
join Chrysler LLC's banks in the government-brokered deal to wipe
out $6.9 billion debt and move forward with an out-of-court
alliance with Fiat S.p.A., have withdrawn their objection to the
proposal in Chrysler's bankruptcy case to sell assets to a new
company to be partly owned by Fiat, a Bloomberg report said.

According to Bloomberg's Bill Rochelle, Tom Lauria, a lawyer for
lenders who held $295 million of $6.9 billion in first-lien
claims, said the Non-TARP lenders group threw in the towel because
they didn't "have critical mass to withstand the enormous pressure
and machinery of the U.S. government."

OppenheimerFunds Inc. and Stairway Capital Management LP
are among the minority of secured lenders who gave up the fight,
the Bloomberg report said.

According to White & Case's FRBP Rule 2019 statement, the members
of the Non-Tarp lenders are:

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

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

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

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

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

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

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

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

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

                      Legality of Fiat Sale

In the Non-TARP lenders' objections to the Fiat transaction and
other related pleadings, Gerard H. Uzzi, Esq., at White & Case,
pointed out that on April 30, the first time a U.S. President made
a national address announcing a Chapter 11 filing, President Obama
singled out creditors who did not agree to the government's
intentions regarding Chrysler, which includes paying billions of
dollars to unsecured creditors while paying first-lien secured
creditors less than thirty cents on the dollar.  The President's
remarks announcing the bankruptcy filing are merely "the most
public in a series of steps undertaken by the current
administration to subvert the rule of law by forcing Chrysler
stakeholders to agree to a sub rosa plan of reorganization which
wholly ignores time honored bankruptcy principles," Mr. Uzzi
argued.

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

The non-TARP lenders, which constitute the minority, assert that
paying billions to unsecured creditors violates the rules of
priority in bankruptcy because they are to receive only
$2 billion, which they say is the "rough equivalent" of what they
would realize in liquidation, Mr. Rochelle said.

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

The plan "would bulldoze well-established rights of secured
creditors, property rights the U.S. Constitution guarantees,"
Ms. Woolner says.  Section 1129(b)(2) of the Bankruptcy Code,
known as the "absolute priority rule", provides that a plan under
Chapter 11 is "fair and equitable" with respect to a dissenting
impaired class of claimants if the creditors in the class receive
or retain property of a value equal to the allowed amount of their
claims or, failing that, no creditor of lesser priority, or
shareholder, receives any distribution under the plan.

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

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

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

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

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

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

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

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: PI Claimants Withdraw Proposal for Tort Committee
---------------------------------------------------------------
A group of personal injury claimants against Chrysler LLC wrote a
proposal for an appointment of an official committee that would
represent its interests.  The group, however, filed a notice of
withdrawal of the proposal on May 8.

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

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

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Seeks Approval of Sealed Deal with Financial Unit
---------------------------------------------------------------
Chrysler LLC and its affiliates seek approval from Judge Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York to enter into a Risk Sharing Agreement Term Sheet
and the definitive Risk Sharing Agreement, with Chrysler Financial
Services Americas, LLC, and New Chrysler.

New Chrysler is the Company that is the stalking horse bidder for
the operating assets of Chrysler LLC pursuant to 11 U.S.C. Sec.
363.  Italy's Fiat SpA would initially hold a 20% stake in New
Chrysler, while the U.S. and Canadian governments will provide
financing for the buyer.

The Debtors, in accordance with their sound business judgment,
seek to enter into the RSA Term Sheet, as such agreement will
ensure that the Debtors' dealers, who are the lifeblood of the
Debtors' revenue generating capacity, continue to have access to
both wholesale and retail financing.  On May 1, 2009, Chrysler
Financial, which provides wholesale financing to approximately 62%
of the Debtors' dealers announced that it would no longer
provide additional advances under the wholesale lines of such
Dealers because the filing of the chapter 11 cases caused its
sources of financing to cease funding Chrysler Financial.

Chrysler Financial has liens, however, on most of these Dealers'
assets (including, among other things, new and used cars, parts,
and other inventory).  Additionally, certain contractual
prohibitions in favor of Chrysler Financial in its financing
agreements with the Dealers bar them from placing new liens on
Chrysler Financial's collateral without a waiver from Chrysler
Financial. Chrysler Financial has asserted that the imposition of
third-party liens on Chrysler Financial's collateral would,
absent Chrysler Financial's consent, result in an event of default
under the financing documents between Chrysler Financial and the
Dealers that would permit Chrysler Financial to exercise its
remedies against the Dealers and their assets.

The RSA is the culmination of a series of intense negotiations
among Chrysler, Chrysler Financial and New Chrysler to set forth
the terms and conditions upon which Chrysler Financial would be
willing to consent to GMAC's imposition of liens on the new
vehicles financed by GMAC.

               Relationship with Chrysler Financial

Chrysler and Chrysler Financial are affiliates although they are
governed by separate boards of directors.  Chrysler Financial is a
wholly-owned subsidiary of FinCo Intermediate HoldCo LLC, which,
in turn, is a wholly-owned subsidiary of Chrysler Holdings LLC,
the ultimate parent of Chrysler.  As of the Petition Date,
Chrysler Financial was also the main source of financing for
Chrysler's automotive operations, including each of its main
business lines.  Chrysler Financial funded approximately 62% of
Chrysler's dealers and approximately 50% of all consumers who
bought Chrysler products.  Additionally, Chrysler and Chrysler
Financial are parties to a Master Autofinance Agreement, pursuant
to which the parties have agreed to provide each other with a
number of essential services.

Under the Chrysler Financial MAFA, among other things, Chrysler
Financial had the exclusive right to finance incentives Chrysler
offered to consumers and support financial subsidies, incentives,
or special terms offered by Chrysler to its dealers.  If Chrysler
Financial chose to finance these programs, Chrysler would
compensate Chrysler Financial according to a pricing schedule set
forth in the Chrysler Financial MAFA.  As security for these and
other obligations arising under the Chrysler Financial MAFA,
Chrysler Financial is secured by collateral with a nominal value
of $1.5 billion.  The Collateral is comprised of $500 million in
cash and a $1 billion income note pledged to Chrysler Financial.
The Chrysler Financial MAFA further provides that, upon the
occurrence of certain events (including default in payment of any
obligations under the Chrysler Financial MAFA, the occurrence of
certain bankruptcy events and a PBGC demand), Chrysler Financial
may draw down all or a portion of the cash collateral in such
account up to the sum of any obligations then outstanding.

As of the Petition Date, the parties believe that the Debtors owe
Chrysler Financial an amount in excess of the value of the
Collateral for obligations arising under the Chrysler Financial
MAFA.

                  Chrysler Financial and the Dealers

Chrysler Financial provides wholesale financing to approximately
62% of the Debtors' Dealers.  To memorialize the terms of such
wholesale financing, Chrysler Financial and each of the Dealers
entered into a standard Master Loan and Security Agreement or
similar agreement ("MLSA") that sets forth the terms and
conditions upon which Chrysler Financial will lend to the Dealers.
The MLSA provides that, in exchange for lending to the Dealers,
Chrysler Financial receives a security interest in "Collateral,"
which security interest continues until it is released by Chrysler
Financial after all obligations to Chrysler Financial have been
paid in full.  Collateral is defined in the MLSA to include, among
others, (a) all inventories, including all new and used vehicles
and parts, (b) all equipment, including, without limitation, all
furniture, fixtures, machinery, and tools, (c) all general
intangibles, (d) all proceeds of the Collateral, including cash
and other funds held in deposit accounts.

Notably, Chrysler Financial asserts that the MLSA prohibits the
Dealers from granting any liens or encumbrances on the Collateral,
or from taking other actions that may be adverse to the
Collateral, which would be an event of default under the MLSA and
trigger Chrysler Financial's right to exercise all available
remedies against the Dealers.  Chrysler Financial asserts that,
because none of the Dealers are debtors in these chapter 11 cases,
the automatic stay would not prohibit Chrysler Financial from
immediately exercising any of the remedies set forth in the MLSA.

On the day after the Petition Date, Chrysler Financial ceased all
additional advances of its wholesale lines to Dealers because the
filing of these chapter 11 cases caused its sources of financing
to cease funding Chrysler Financial.  The Debtors have sought
alternative financing from GMAC to replace the financing
previously provided by Chrysler Financial.  The Debtors, with the
assistance of the US Treasury, determined that GMAC was the best
option in a limited credit market to provide financing for
Chrysler and the Dealers on a go-forward basis.  To memorialize
this arrangement, the Debtors and GMAC negotiated a term sheet for
a new master autofinance agreement, the approval of which is
currently pending before the Court.  Because the GMAC MAFA
contemplates, inter alia, GMAC providing wholesale financing to
the Dealers, secured by a lien on the new vehicles financed by
GMAC and purchased from Chrysler by the Dealers, the Debtors
consider it crucial that Chrysler Financial give its consent and
waiver to remove any potential impediment to the Dealers' ability
to grant liens on the new vehicles to be financed by GMAC on the
terms and conditions set forth in the GMAC MAFA.

                            The RSA

Chrysler believes that before it can begin facilitating funding to
its Dealers under the terms of the GMAC MAFA, it must obtain the
consent and waiver of Chrysler Financial.  Accordingly, Chrysler
and Chrysler Financial have negotiated an integrated arrangement
under which Chrysler Financial would provide its consent and
waiver to the creation of liens for the benefit of GMAC on the new
vehicles financed by GMAC in exchange for various agreements,
including, among others, the return of the Collateral to Chrysler
Financial.  The RSA also provides that Chrysler and, after the 363
Sale, New Chrysler will be jointly and severally liable for all
claims arising under the RSA and the definitive RSA and that such
claims against Chrysler will be entitled to priority over all
other administrative expenses of the types specified in Sections
503(b) and 507(b) of the Bankruptcy Code.

The RSA Term Sheet has not been shared to the public.  The Debtors
have sought approval from Judge Gonzalez to file the RSA under
seal, saying the document contains proprietary and sensitive
information.

Chrysler LLC and Chrysler Financial believe that the financial
terms in the RSA are proprietary in nature and extremely
sensitive.  "Public release of this information would compromise
this arrangement and provide third parties with an improvident
glimpse into the confidential business practices of the parties to
the RSA, and the public has no legitimate interest in knowing this
information," says Corinne Ball, Esq., at Jones Day, in New York.

                        About Chrysler LLC

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Completing List of Dealerships to Eliminate
---------------------------------------------------------
Sharon Terlep and Jeff Bennett at The Wall Street Journal report
that General Motors Corp. and Chrysler LLC are working on the
lists of dealerships they plan to eliminate.

According to WSJ, the dealers may learn their fate in the next few
days.  Citing GM CEO Fritz Henderson, WSJ relates that the
Company's dealers will be notified this week whether they will
continue to receive new cars and trucks from the Company.  Mr.
Henderson, states the report, said that he expects to "wind down"
most of the targeted dealerships during the year.  Chrysler,
according to the report, would file its list of dealers it plans
to close with a U.S. bankruptcy court.

WSJ notes that GM must institute cost reductions that include
culling its dealers and cutting debt by a June 1 U.S. government
deadline, or face bankruptcy.  According to the report, GM will
close 2,600 of its 6,246 U.S. dealers.

Chrysler, says WSJ, hasn't said how many of its 3,188 U.S dealers
it wants to close.

Kate Linebaugh at WSJ relates that some car dealers see
opportunity amid the industry's wreckage, aiming to grab market
share and boost profits by buying up struggling competitors.  Wes
Lutz, owner of a Dodge store, hopes he will make the cut and has
been hoarding cash to expand his business if he does, according to
WSJ.  Mr. Lutz, says the report, wants to buy out the other local
Chrysler dealer to grab the two sister brands he doesn't represent
-- Jeep and Chrysler.

WSJ states that Chuck Eddy, who runs a Chrysler, Dodge, and Jeep
dealership in Youngstown, Ohio, also sees opportunity in the
industry's decline.  Mr. Eddy said that he has been able to
produce record sales by increasing his inventory and offering
discounted prices, WSJ relates.  Competitors have scaled back the
number of new cars on their lots, reducing choice for potential
clients, WSJ says, citing Mr. Eddy.

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)


CLAYTON WILLIAMS: Moody's Junks Rating on $225 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service downgraded Clayton Williams Energy,
Inc.'s $225 million of senior unsecured notes due 2013 to Caa1
(LGD 5, 75%) from B3 (LGD 5, 75%).  Moody's also downgraded CWEI's
Corporate Family Rating and Probability of Default Rating to B3
from B2.  CWEI's Speculative Grade Liquidity rating is unchanged
at SGL-3.  The downgrade reflects CWEI's production trend, its
significantly reduced and undiversified 2009 drilling program, its
high cost structure, expected higher leverage, and its
comparatively small scale.  This concludes Moody's review for
downgrade.  The outlook is negative.

The combination of CWEI's continued high cost structure, short
proved developed reserve life, its declining reserve and
production trends and its leverage are in ranges that are no
longer compatible with a B2 rating.  Significant negative reserve
revisions at year-end 2008 highlights the high cost nature of the
company's long-life oil reserves in the Permian and Austin Chalk,
and helped depress CWEI's already weak leveraged full cycle ratio
further below 1x.  The leveraged full cycle ratio measures cash
margin per boe of production over the three year average total
reserve replacement costs.  CWEI's high cost structure and the
continued weak commodity price environment have also necessitated
a significant curtailment in CWEI's drilling program.  This
resulted in a sequential 4% decline in production from 18.2
Mboe/day in Q4 2008 to 17.5 Mboe/day in Q1 2009.  While the
reduced drilling program conserves liquidity, it also heightens
production replacement risk.  Furthermore, and given CWEI's asset
mix, until the commodity price environment rises and/or service
costs falls to levels in CWEI's view that supports an economic
drilling program of significance, Moody's expect that the negative
momentum in the company's production profile to continue.

The downgrade also reflects CWEI's increasing financial leverage
profile.  The curtailed drilling program will not only negatively
impact the company's debt to production, but also limit the
company's ability to replace its reserves and lead to higher
leverage on proved reserves at the end of 2009.

The SGL-3 rating is supported by Moody's expectations that CWEI
will maintain spending within internally generated cash flow
through 2009, and its adequate availability under its revolving
credit facility, which has a $250 million borrowing base and
around $140 million in availability as of March 31, 2009.  CWEI's
near term liquidity profile does contain a degree of uncertainty
as the borrowing base is up for redetermination by the end of May
and again in November of 2009.  In addition, given the expected
decline in CWEI's production, which generates the vast majority of
its cash flows, the company's prospective cash flow covenant
compliance at year-end is less certain and may require a waiver or
an amendment absent adequate debt reduction.

The negative outlook reflects Moody's concern of a potentially
lower borrowing base constraining liquidity come redetermination
in November 2009, as well as the uncertainty surrounding CWEI's
year-end covenant compliance and its low productivity levels with
drill bit costs of approximately $57 per boe in 2008.  The outlook
would likely be stabilized if CWEI maintains an adequate liquidity
profile, improves its prospective covenant compliance cushion and
demonstrates improvement in production levels and in productivity.

The last rating action on CWEI was on December 23, 2008 at which
time the rating was placed on review for downgrade.

Clayton Williams Energy, Inc. is an independent oil and gas
exploration and production company headquartered in Midland,
Texas.


CLUB SUSHI: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Club Sushi, Inc.
        1200 Hermosa Ave.
        Hermosa Beach, CA 90254

Bankruptcy Case No.: 09-21187

Chapter 11 Petition Date: May 8, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

Estimated Assets: $100,001 to $500,000

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

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

     http://bankrupt.com/misc/cacb09-21187.pdf

The petition was signed by Greg Alan, president of the Company.


COPANS MOTORS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Copans Motors has filed for Chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Southern District of
Florida, according to a report by Paul Brinkmann at South Florida
Business Journal.

Copans Motors said in court documents that it has $10 million to
$50 million in debt and $10 million to $50 million in assets.

According to Business Journal, the bankruptcy affects Copans
Motors' Porshe and Audi car dealership division, but doesn't
affect two related companies -- Champion Racing sponsorship
company and Champion Motorsports.  The racing sponsorship division
continues to sponsor races, while Audi has cut back funding for
sponsorships, Business Journal states, citing Bart Houston,
bankruptcy attorney with Genovese Joblove & Battista.

Business Journal quoted Mr. Houston as saying, "Economic times
have created a slowdown.  We're continuing to negotiate with our
primary lender, Volkswagen Credit Inc."

Copans Motors' creditors include Volkswagen Credit, whose loans
are secured by cars and property, Business Journal says, citing
Mr. Houston.  According to court documents, the largest unsecured
claim is Porsche Cars North America, with a claim of $153,608.
Business Journal states that other creditors include South Dade
Automotive, with a claim of $15,990, and Auto Salon 2000, with a
claim of $7,800.

Copans Motors, doing business as Champion Motors, is based in
Pompano Beach.


COPANS MOTORS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Copans Motors, Inc.
        dba Champion Motors
        500 West Copans Road
        Pompano Beach, FL 33064

Bankruptcy Case No.: 09-18807

Type of Business: The Debtor sells automobiles.

Chapter 11 Petition Date: May 7, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Bart A. Houston, Esq.
                  200 E. Broward Blvd. #1110
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 453-8000
                  Fax: (954) 453-8010
                  Email: bhouston@gjb-law.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
   ------                      ---------------   ------------
Porsche Cars                                         $153,608
North America, Inc.
980 Hammond Drive, Ste. 10
Atlanta, GA 30328

The Reynolds and Reynolds                             $34,941
Company
23150 Network Place
Chicago IL 60673

FP&L                                                  $23,012
General Mail Facility
Miami, FL 33188

Auto Miracle, Inc.                                    $22,640

South Dade Automotive                                 $15,990

Sopus Products                                        $12,285

AT&T                                                  $10,516

Auto Salon 200                                         $7,800

IDSC                                                   $7,738

AVAYA                                                  $7,368

Lojack Corporation                                     $7,273

Sun-Sentinel Publishing                                $6,750

Sprint                                                 $6,198

Paccar Financial Corp.                                 $5,775

Exotic Car Transport Inc.                              $5,040

Stuttgart Int'l. Auto Body Inc.                        $4,987

Cintas Corporation                                     $4,041

Hertz Local Edition                                    $3,629

Ford Credit                                            $3,380

The Collection                                         $3,082


The petition was signed by Michael A. Sciple, general manager.


COYOTES HOCKEY: NHL, Moyes and Balsille Fight for Control
---------------------------------------------------------
The Chapter 11 case initiated May 5 by the Phoenix Coyotes of the
National Hockey League is starting off as a fight for corporate
control, not as a bankruptcy reorganization, Bill Rochelle at
Bloomberg observes.

Mr. Rochelle relates that the NHL has submitted papers before the
U.S. Bankruptcy Court for the District of Arizona (Phoenix)
alleging that team owner Jerry Moyes, the chief executive officer
of Swift Transportation Co., didn't have the right to file the
petition and can't control the team's management.

The Coyotes, according to Mr. Rochelle, responded by filing an
antitrust suit before the Bankruptcy Court against the NHL,
claiming that the league's "unreasonable restrictions" on
relocating teams is an illegal restraint of trade.

NHL wants a May 19 hearing to decide whether Mr. Moyes or the NHL
is entitled to manage the team.

According to the NHL, when Mr. Moyes informed the league in
November that he would no longer fund losses, the NHL had him sign
a proxy giving the league the right to control management.  The
NHL also said there was an understanding that Mr. Moyes would take
no action out of the ordinary course of business, such as filing
bankruptcy.

The NHL papers, Mr. Rochelle notes, appear to admit that Moyes
filed the Chapter 11 petition before the league exercised its
rights under the proxy to take over management.  The league says
it has now installed someone to supplant Moyes as the top
executive.

The NHL disclosed that Jerry Reinsdorf, the owner of the Chicago
White Sox baseball team and the Chicago Bulls basketball team, has
"expressed interest" in buying the Coyotes and keeping the team in
Arizona.

Mr. Moyes filed bankruptcy to carry out a sale of the team to
James Balsille, a founder of Research in Motion Ltd., the
BlackBerry maker.  Mr. Balsille intends to move the team to
southern Ontario.

The Bankruptcy Court set May 19 as the date for a hearing on the
Coyotes' motion for approval of sale procedures.

                       About Coyotes Hockey

Glendale, Arizona-based Dewey Ranch Hockey LLC and its affiliates
own the Phoenix Coyotes team and franchise in the National
Hockey League.

Dewey Ranch, together with affiliates Arena Management Group, LLC,
Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for Chapter
11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz. Case No.
09-09488), to implement a court-approved sale of Phoenix Coyotes
under the Bankruptcy Code.  The filing included a proposed
sale of the franchise to PSE Sports & Entertainment, LP, which
would move the franchise to southern Ontario, Canada.

Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP,
assists the Debtors in their restructuring efforts.  Dewey Ranch
listed $100 million to $500 million in assets and $100 million to
$500 million in debts.


DANA HOLDING: Moody's Cuts Probability of Default Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has lowered the Probability of Default
rating of Dana Holding Corporation to Ca following the company's
announcement that it is initiating a Dutch auction tender program
to repurchase up to 10% of the existing $1.26 billion under its
Term Loan Facility.  The company anticipates that the repurchase
activity under this program will be completed later this month.
In a related action, Moody's lowered the ratings on the company's
senior secured term loan to Ca from B3.  The Speculative Grade
Liquidity Rating of SGL-3 was affirmed.  The ratings remain under
review for downgrade.

The downgrade of the PDR to Ca reflects Moody's expectation that
certain amounts of Dana's senior secured term loan lenders will
accept the terms of the announced Dutch auction.  The company
announced that it expects to accept voluntary offers in the range
of 40-44 cents on the dollar.  As a result of the repayment of
debt at distressed levels, Moody's considers the transaction a
distressed exchange.  As such, the rating of the senior secured
term loan was lowered to Ca to reflect the expected recovery rate
on the amounts accepted.  The rating on the senior secured term
loan will likely be revised upward upon completion of the
transaction.

Dana's operating performance will continue to be negatively
affected by continued erosion in the global automotive and
commercial vehicle market.  The Detroit-3 represents about 26% of
Dana's revenues.  Dana's business in Europe represents about 30%
of revenues.  Moody's review will assess the impact of Dana's
restructuring actions in response to the reduced production levels
in 2009, and the impact of the current transaction on the
company's ability to maintain adequate liquidity over the next
twelve months.

The Speculative Grade Liquidity Rating of SGL-3 continues to
reflect Moody's expectation that the deterioration of industry
conditions could result in negative free cash flow over the next
twelve months.  The company maintained cash balances at March 31,
2009 of $549 million and had approximately $191 million of
availability under its $650 million asset based revolving credit,
net of letters of credit, and subject to covenant restrictions.
The company also maintains a European receivables loan facility of
$175 million, maturing in July 2012, which had an availability of
$85 million at March 31, 2009.  Moody's believes financial
covenant cushions under Dana's term loan facility may reduce over
the near term.  Alternative liquidity is limited as all of the
company's domestic assets and 66% of the equity of the non-
domestic subsidiaries secure the revolving credit and term-loan.
There is capacity to incur up to $400 million of additional debt
in the foreign subsidiaries, subject to financial covenant
limitations.

Ratings lowered and under review:

  -- Probability of Default Rating, to Ca from Caa1;

  -- $1.26 billion (outstanding) senior secured term loan, Ca
     (LGD4, 60%) from B3 (LGD3, 33%);

Ratings under review:

  -- Corporate Family Rating, Caa1;

  -- B2 (LGD3, 32%) for the $650 million senior secured asset
     based revolving credit facility

The last rating action for Dana Holding Corporation was on
December 28, 2008 when the ratings were lowered and placed under
review for downgrade.

Dana is a world leader in the supply of axles; driveshafts; and
structural, sealing, and thermal management products.  The
company's customer base includes virtually every major vehicle and
engine manufacturer in the global automotive, commercial vehicle,
and off-highway markets, which collectively produce more than 65
million vehicles annually.  The company employs approximately
24,000 people in 26 countries.


DBSI INC: Updated Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: DBSI Inc.
        1550 S. Tech Lane
        Meridian, ID 83642

Bankruptcy Case No.: 08-12687

Debtor-affiliate that filed a Chapter 11 petition on May 8, 2009:

        Entity                                     Case No.
        ------                                     --------
DBSI 2008 Development Opportunity Fund LLC         09-11624

Debtor-affiliate that filed a Chapter 11 petition on February 9,
2009:

        Entity                                     Case No.
        ------                                     --------
DBSI Surprise Farms LLC                            09-10409

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 26, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Brookhollow One LLC                       09-10262
DBSI Brookhollow One LLC                           09-10263
DBSI Lone Peak Parkway LLC                         09-10264

Debtor-affiliates that filed separate Chapter 11 petitions on
January 9, 2008:

        Entity                                     Case No.
        ------                                     --------
FOR 1031 Broadway Plaza LLC                        09-10080
Florissant Market Place Acquisition LLC            09-10081

Debtor-affiliates that filed separate Chapter 11 petitions on
January 7, 2008:

        Entity                                     Case No.
        ------                                     --------
Belton Town Center Acquisition LLC                 09-10034
DBSI Broadway Plaza LeaseCo LLC                    09-10035
DBSI Collins Offices LLC                           09-10036
DBSI Development Services LLC                      09-10037
DBSI-Renaissance Flowood LLC                       09-10038
DBSI Land Development LLC                          09-10039
DBSI Lexington LLC                                 09-10040
DBSI Meridian 184 LLC                              09-10041
DBSI One Hernando Center North LLC                 09-10042
DBSI Republic LeaseCo LLC                          09-10043
South Cavanaugh LLC                                09-10044
DBSI 121/Alma Land L.P.                            09-10045
DBSI 121/Alma LLC                                  09-10046

Debtor-affiliates that filed separate Chapter 11 petitions on
November 10, 2008:

        Entity                                     Case No.
        ------                                     --------
DBSI South 75 Center LeaseCo LLC                   08-12688
DBSI 14001 Weston Parkway LeaseCo LLC              08-12689
DBSI CP Ironwood LeaseCo LLC                       08-12690
DBSI Lake Ellenor LeaseCo LLC                      08-12691
DBSI 12 South Place LeaseCo LLC                    08-12692
DBSI 13000 Weston Parkway LeaseCo LLC              08-12693
DBSI 2001A Funding Corporation                     08-12694
DBSI 2001B Funding Corporation                     08-12695
DBSI 2001C Funding Corporation                     08-12696
DBSI 2005 Secured Notes Corporation                08-12697
DBSI 2006 Secured Notes Corporation                08-12698
DBSI 2008 Notes Corporation                        08-12699
DBSI 2nd Street Quad LeaseCo LLC                   08-12700
DBSI 700 Locust LeaseCo LLC                        08-12701
DBSI Abbotts Bridge LeaseCo LLC                    08-12702
DBSI Allison Pointe LeaseCo LLC                    08-12703
DBSI Amarillo Apartments LeaseCo LLC               08-12704
DBSI Anna Plaza LeaseCo LLC                        08-12705
DBSI Arlington Town Square LeaseCo LLC             08-12706
DBSI Arrowhead LeaseCo LLC                         08-12707
DBSI Avenues North Center LeaseCo LLC              08-12708
DBSI Bandera Trails LeaseCo LLC                    08-12709
DBSI Battlefield Station LeaseCo LLC               08-12710
DBSI Belton Town Center LeaseCo LLC                08-12711
DBSI Breckinridge LeaseCo LLC                      08-12712
DBSI Brendan Way LeaseCo LLC                       08-12713
DBSI Brookfield Pelham LeaseCo LLC                 08-12714
DBSI Cambridge Place LeaseCo LLC                   08-12715
DBSI Carolina Commons LeaseCo LLC                  08-12716
DBSI Cedar East and Cypress LeaseCo LLC            08-12717
DBSI Clear Creek Square LeaseCo LLC                08-12718
DBSI Corporate Woods LeaseCo LLC                   08-12719
DBSI CP Clearwater LeaseCo LLC                     08-12720
DBSI Cranberry LeaseCo LLC                         08-12721
DBSI Cross Pointe LeaseCo LLC                      08-12722
DBSI Crosstown Woods LeaseCo LLC                   08-12723
DBSI Daniel Burnham LeaseCo LLC                    08-12724
DBSI Decatur LeaseCo LLC                           08-12725
DBSI Eagle Landing LeaseCo LLC                     08-12726
DBSI Embassy Tower LeaseCo LLC                     08-12727
DBSI Executive Dr LeaseCo LLC                      08-12728
DBSI Executive Park LeaseCo LLC                    08-12729
DBSI Fairlane Green LeaseCo LLC                    08-12730
DBSI Fairway LeaseCo LLC                           08-12731
DBSI Florissant Market Place LeaseCo LLC           08-12732
DBSI Gadd Crossing LeaseCo LLC                     08-12733
DBSI Ghent Road LeaseCo LLC                        08-12734
DBSI Grant Street Portfolio LeaseCo LLC            08-12735
DBSI Green Street Commons Leaseco LLC              08-12736
DBSI Guaranteed Capital Corporation                08-12737
DBSI Hampton LeaseCo LLC                           08-12738
DBSI Hickory Plaza LeaseCo LLC                     08-12739
DBSI Highlands & Southcreek LeaseCo LLC            08-12740
DBSI Houston Levee Galleria Leaseco LLC            08-12741
DBSI Kemper Pointe LeaseCo LLC                     08-12742
DBSI Kenwood Center LeaseCo LLC                    08-12743
DBSI Keystone Commerce LeaseCo LLC                 08-12744
DBSI Lake Natoma LeaseCo LLC                       08-12745
DBSI Lamar LeaseCo LLC                             08-12746
DBSI Landmark Towers Leaseco LLC                   08-12747
DBSI Lifestyle Center LeaseCo LLC                  08-12748
DBSI Lincoln Park 10 LeaseCo LLC                   08-12749
DBSI Mansell Forest LeaseCo LLC                    08-12750
DBSI Mansell Place LeaseCo LLC                     08-12751
DBSI Master Leaseco, Inc.                          08-12752
DBSI Meadow Chase Apartments LeaseCo LLC           08-12753
DBSI Megan Crossing LeaseCo LLC                    08-12754
DBSI Metropolitan Square LeaseCo LLC               08-12755
DBSI Missouri LeaseCo LLC                          08-12756
DBSI Network LeaseCo LLC                           08-12757
DBSI North Logan Retail Center LeaeCo LLC          08-12758
DBSI North Park LeaseCo LLC                        08-12759
DBSI North Stafford LeaseCo LLC                    08-12760
DBSI Northlite Commons II LeaseCo LLC              08-12761
DBSI Northpark Ridgeland LeaseCo LLC               08-12762
DBSI Northridge LeaseCo LLC                        08-12763
DBSI Oakwood Plaza LeaseCo LLC                     08-12764
DBSI Old National Town Center LeaseCo LLC          08-12765
DBSI One Executive Center LeaseCo LLC              08-12766
DBSI One Hanover LeaseCo LLC                       08-12767
DBSI Park Creek-Gainesville LeaseCo LLC            08-12768
DBSI Parkway III LeaseCo LLC                       08-12769
DBSI Peachtree Corners Pavilion LeaseCo LLC        08-12770
DBSI Phoenix Peak LeaseCo LLC                      08-12771
DBSI Pinehurst Square East LeaseCo LLC             08-12772
DBSI Pinehurst Square West LeaseCo LLC             08-12773
DBSI Plano Tech Center LeaseCo LLC                 08-12774
DBSI Portofino Tech Center LeaseCo LLC             08-12775
DBSI Properties Inc.                               08-12776
DBSI Real Estate Funding Corporation               08-12777
DBSI Realty Inc.                                   08-12778
DBSI Road 68 Retail Center LeaseCo LLC             08-12779
DBSI Sam Houston Tech Center LeaseCo LLC           08-12780
DBSI Sapphire Pointe LeaseCo LLC                   08-12781
DBSI Securities Corporation                        08-12782
DBSI Sherwood Plaza LeaseCo LLC                    08-12783
DBSI Shoppes at Misty Meadows LeaseCo LLC          08-12784
DBSI Shoppes at Trammel LeaseCo LLC                08-12785
DBSI Signature Place LeaseCo LLC                   08-12786
DBSI Silver Lakes Leaseco LLC                      08-12787
DBSI Southport Pavilion LeaseCo LLC                08-12788
DBSI Spalding Triangle LeaseCo LLC                 08-12789
DBSI Spring Valley Road LeaseCo LLC                08-12790
DBSI Springville Corner Leasco LLC                 08-12791
DBSI ST Tower LeaseCo LLC                          08-12792
DBSI St. Andrews Place LeaseCo LLC                 08-12793
DBSI Stone Glen Village LeaseCo LLC                08-12794
DBSI Stony Brook South LeaseCo LLC                 08-12795
DBSI Streetside at Towne Lake LeaseCo LLC          08-12796
DBSI Topsham Fair Mall LeaseCo LLC                 08-12797
DBSI Torrey Chase LeaseCo LLC                      08-12798
DBSI Treasure Valley Business Center LeaseCo LLC   08-12799
DBSI Trinity Ridge Business Center LeaseCo LLC     08-12800
DBSI University Park LeaseCo LLC                   08-12801
DBSI Vantage Drive LeaseCo LLC                     08-12802
DBSI Watkins LeaseCo LLC                           08-12803
DBSI West Oaks Square LeaseCo LLC                  08-12804
DBSI Wilson Estates LeaseCo LLC                    08-12805
DBSI Winchester Office LeaseCo LLC                 08-12806
DBSI Windcom Court LeaseCo LLC                     08-12807
DBSI Wisdom Pointe LeaseCo LLC                     08-12808
DBSI Woodlands Medical Office LeaseCo LLC          08-12809
DBSI Woodside Center LeaseCo LLC                   08-12810
DCJ Inc.                                           08-12811
DBSI Draper LeaseCo LLC                            08-12812
FOR 1031 LLC                                       08-12813
Spectrus Real Estate Inc.                          08-12814
DBSI Academy Park Loop LeaseCo LLC                 08-12815
DBSI Copperfield Timbercreek LeaseCo LLC           08-12816
DBSI Corporate Center II LeaseCo LLC               08-12817
DBSI Executive Plaza LeaseCo LLC                   08-12818
DBSI Northgate LeaseCo LLC                         08-12819
DBSI Two Notch Rd. LeaseCo LLC                     08-12820
DBSI Asset Management LLC                          08-12821
DBSI 2006 Land Opportunity Fund LLC                08-12822
DBSI Shoppes at Trammel LLC                        08-12823
DBSI 2007 Land Improvement & Development Fund LLC  08-12824
DBSI 2008 Land Option Fund LLC                     08-12825
DBSI Alma/121 Office Commons LLC                   08-12826
DBSI Cottonwood Plaza Development LLC              08-12827
DBSI Draper Technology 21 LLC                      08-12828
DBSI Escala LLC                                    08-12829
DBSI Short-Term Development Fund LLC               08-12830
DBSI Telecom Office LLC                            08-12831
DBSI Discovery Real Estate Services LLC            08-12834

Related Information: The Debtors operate a real estate company.
                     See http://www.dbsi.com/

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684
                       (302) 571-6600
                       (302) 571-1253
                  http://www.ycst.com

Notice Claims and Balloting Agent Claims: Kurtzman Carson
                                          Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ellen Kwiatkowski-             investment        $26,743,328
Schwinge
402 Kilarney Pass
Mundeleim, IL 60060

Michael Kanoff                 investment        $18,696,689
3500 Flamingo Drive
Miami Beach, Fl 33140

Harold Rubin                   investment        $17,854,893
100 North Street
Teterboro, NJ 07608

Bill Ramsey                    investment        $15,500,000
PO Box 690
Salinas, CA 93902

Frederick Nicholas             investment        $14,250,863
3844 Culver Center Street
Suite B
Culver City, CA 90232

Peter Evans                    investment        $7,317,633
17046 Marina Bay Drive
Huntington Beach, CA 92649

Jeffrey Johnston               investment        $7,200,000
1751 Wst. Citracado Pkwy.
Clubhouse
Escondido, CA 92029

Yim Chow                       investment        $7,200,000
702 Los Pinos Avenue
Milpitas, CA 95035

Phyllis Chu                    investment        $6,191,068
3020 Gough Street
San Francisco, CA 94123

Elizabeth Noonan               investment        $5,395,000
316 Chapin Lane
Burlingame, CA 94010

John Roeder                    investment        $5,375,848
PO Box 23490
San Jose, CA 95153

Jim Nicholas                   investment        $5,325,000
385 Hilcrest Road
Englewood, NJ 07632

Robert Markstein               investment        $5,220,000
696 San Ramon Valley
Boulevard, #347
Danville, CA 94526

Robert Angelo                  investment        $4,542,500
33316 S.E. 34th Street
Washougal, WA 98671

Henry Vara                     investment        $4,509,982
16960 Bohlman Road
Saratoga, CA 95070

Alan Destefani                 investment        $4,500,000
PO Box 20968
Bakersfield, CA 93390

Kevin Pascoe                   investment        $4,476,000
9400 Etchart Road
Bakersfield, CA 93314

Martha Walker                  investment        $4,324,349
863 S. Bates Street
Birmingham, AL 48009

Tina Bernard                   investment        $4,277,596
19336 Collier Street
Tarzana, CA 91356

Paul Wendland                  investment        $4,208,999
1034 N. Datepalm Drive
Gilbert, AZ 85234

William Marvel                 investment        $3,579,289
492 Escondido Circle
Grand Junction, CO 81503

James Fritts                   investment        $3,424,900
309 W. Washington Street
Charlestown, WV 25414

Joan Kresse                    investment        $3,410,909
5100 Figueroa Mountain Road
Los Olivios, CA 93441

John Baklayan                  investment        $3,400,000
16105 Whitecap Land
Huntington Beach, CA 92649

Robert Rifkin                  investment        $3,360,000
697 Red Arrow Trail
Palm Desert, CA 92211

Gerard Keller                  investment        $3,200,783
12-161 Saint Andrews Drive
Ranco Mirage, CA 92270

Kristi Wells                   investment        $3,120,000
2860 Old Quarry Road
West Point, IA 92656

Michael Cooper                 investment        $3,000,000
6465 S. 3000 E, Suite
Salt Lake City, UT 84121

Gladys Esponda                 investment        $3,000,000
PO Box 609
Buffalo, NY 82834

Arthur Hossenlopp              investment        $3,000,000
228 18th Street
Ft. Madison, IA 52627

Richard Newman                 investment        $3,000,000
13679 Orchard Gate Road
Poway, CA 92064

Bernard Posner                 investment        $3,000,000
6222 Primrose Avenue
Los Angeles, CA 90068

Kent Schroeder                 investment        $3,000,000
5697 McIntyre Street
Golden, CO 80403

Bernard Ineichen               investment        $2,900,000
650 South Avenue, B122
Yuma, Arizona 85346

Alan Sacks                     investment        $2,900,000
5 Horizon Road, #1407
Fort Lee, NJ 07024

Joseph Stokley                 investment        $2,843,461
PO Box 1231
Bethel Island, CA 94511

JoAnn Picket                   investment        $2,800,000
3769 E. 125th Drive
Thornton, CO 80241

Bill Hall                      investment       $2,740,593
PO Box 16172
Lubbock, TX 79490

Max Buchmann                   investment       $2,716,186
14464 Rand Rail Drive
El Cajon, CA 92021

Brian Schuck                   investment       $2,701,027
700 Maldonado
Pensacola Beach, Fl 32561

James Jensen                   investment       $2,616,648
2125 Cypress Point
Discovery Bay, CA 94505

Robert Etzel                   investment       $2,600,000
2623 Avenue H.
Ft. Madison, IA 52627

Theodore Mintz                 investment       $2,554,458
751 Georgia Trail
Lincolnton, NC 28092

Joyce Jongsma                  investment       $2,540,000
2012 E. Burrville
Crete, IL 60417

Kent Wright                    investment       $2,488,694
2115 Marwood Circle
Salt Lake City, UT 84124

James Veugler                  investment       $2,442,397
c/o Georgia Veugler
Material Recovery Corp.
820 E. Terra Cotta Ave.
Unit 116
Crystal Lake, IL 60014

Virgil Gentzler                investment       $2,427,301
2707 Bressi Ranch Way
Carlsbad, CA 92009

Karen Hughes                   investment       $2,417,886
1050 The Old Drive
Pebble Drive, CA 93953

Robert Goldberg                investment       $2,407,915
PO Box 8807
Boise, ID 83707


DEAN FOODS: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Dean Foods Co. and its wholly owned subsidiary Dean
Holding Co. to stable from negative because of expected improved
credit measures and liquidity resulting from a $394 million common
stock offering (the offering could increase up to $453 million
through full use of the overallotment) and solid first-quarter
operating results.  S&P expects that the company will use the
proceeds from the common stock offering to repay accounts
receivable securitization borrowings, as well as $123 million of
senior unsecured notes outstanding, due May 15, 2009.

S&P also affirmed all of the company ratings, including its 'BB-'
corporate credit rating.  On repayment, Standard & Poor's will
withdraw the 'B' senior unsecured debt and '6' recovery ratings on
Dean Holding's $123 million senior notes outstanding due May 15,
2009.  The company had about $4.4 billion of funded debt as of
March 31, 2009.

The ratings on Dean Foods and its wholly-owned subsidiary, Dean
Holding, reflect its aggressive financial profile and high debt
leverage.  The company's position as the leading national dairy
company in the U.S., with about a 35% share, due to the fairly
stable demand characteristics of the industry, temper these
factors.  The ratings further reflect Dean Foods' portfolio of
national, regional, local, and private-label brands; its solid
regional market positions; its geographic diversity; and cost-
saving initiatives.

Standard & Poor's expects that Dean Foods will maintain its
leading position in the dairy industry.  S&P estimates pro forma
debt leverage has improved to the mid-4x area, and S&P expects
leverage to remain at this level or below over the near term.  S&P
also expects the company to maintain at least a 15% cushion under
its bank covenants.

"We could revise the outlook to negative if the operating
performance declines and debt leverage increases to more than 5x,"
said Standard & Poor's credit analyst Patrick Jeffrey.  This could
result from a 100-basis-point decline in operating margins,
assuming there is no further debt reduction from pro forma debt
levels.  "It is unlikely that S&P would consider a positive
outlook or higher rating until the company addresses its
significant bank loan amortization, beginning in 2011," he
continued.


DELPHI CORP: Court Grants Interim Approval to Lenders' Pact
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York entered interim orders granting Delphi
approval to (i) a fourth amendment to its $4.35 billion DIP Credit
Agreement, and (ii) a third amendment to certain accommodation
agreement with JP Morgan Chase Bank, N.A., and certain lenders
under the DIP Credit Facilities.

The Court will consider final approval of the agreements May 21.

                     Accommodation Agreement

The Debtors and DIP Lenders have yet agreed on further amendments
of the DIP Accommodation Agreement to avoid negative consequences
the Debtors might entail in not satisfying certain DIP
Accommodation Agreement milestones.

The Debtors have filed motions seeking Court approval of (i)
amendments to their liquidity support agreement with General
Motors Corporation that would have increased GM's commitments to
the Debtors from $300 million to $450 million, and (ii) GM
exercising the Unsold Business Option of the Amended Master
Restructuring Agreement with respect to the Debtors' global
steering and half-shaft business.  The U.S. Department of
Treasury's Auto Task Force objected to both Motions, citing the
need for further opportunity to review the details of those
transactions and the alternatives with respect to the Debtors'
emergence from Chapter 11.  The Court adjourned the hearing on the
GM-related Motions to May 7, 2009, to allow further discussions
among the parties and to push for the Debtors' overall
reorganization framework to progress.  As a result of subsequent
events, the hearing on the GM-related Motions has been further
adjourned to May 21, 2009.

Delphi's agreements with GM, which would have provided significant
liquidity to the Debtors, continue to be blocked by the Auto Task
Force, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, Chicago, Illinois, relates.  In this light, he
avers, additional amendments to the DIP Accommodation Agreement
were necessary.  Thus, on March 31, 2009, the Debtors reached an
agreement with the Participant DIP Lenders to enter into a second
amendment to the DIP Accommodation Agreement.  The DIP
Accommodation Second Amendment was supplemented on April 2 and 22,
2009.  The DIP Second Amendment Second Supplement required the
Debtors to deliver to the DIP Agent by May 4, 2009, a detailed
term sheet agreed to by GM and the Auto Task Force setting forth
the terms of a global resolution of matters relating to GM's fund
contribution to the Debtors' Chapter 11 cases.  The Court
authorized the Debtors' entry of the DIP Accommodation Second
Amendment on April 23, 2009.  The DIP Second Amendment Second
Supplement modified the milestones in the DIP Accommodation
Agreement and provided interim liquidity by lowering the required
cash collateral balances to facilitate continued discussions
regarding a consensual resolution of the Chapter 11 cases.

Mr. Butler discloses that after the approval of the DIP Second
Amendment Second Supplement, the Debtors continued to seek
resolution on a Term Sheet but were unable to reach agreement by
May 4, 2009.  The parties thus agreed to further amend the DIP
Accommodation Agreement to provide the Debtors additional time and
sufficient liquidity to continue negotiations.

Accordingly, the Debtors and the DIP Lenders executed the DIP
Accommodation Third Amendment on May 6, 2009, to modify certain
provisions of the DIP Accommodation Agreement and avoid an early
termination of the Accommodation Period.

The DIP Accommodation Third Amendment sets these milestones:

   May 21, 2009  Deadline by which the Debtors are obligated to
                 deliver a Term Sheet to the DIP Agent.  Failure
                 to meet this revised deadline would constitute
                 an Accommodation Default.

   May 22, 2009  Date by which the Debtors would be required to
                 apply the Incremental Borrowing Base Cash
                 Collateral to repayment of Tranche A and B DIP
                 Loans if they have not delivered a Term Sheet to
                 the DIP Agent by May 21.

   June 2, 2009  Date by which the DIP Accommodation Agreement
                 would terminate if the requisite DIP Lenders do
                 not affirmatively notify the Debtors that the
                 Term Sheet was satisfactory.

The DIP Accommodation Third Amendment has a new section that
provides for the Debtors to agree to continue to explore
strategic alternatives for resolving their Chapter 11 cases.

The DIP Accommodation Third Amendment also contains certain fee
and expense provisions, including the payment to the Participant
DIP Lenders that consent to the DIP Accommodation Third Amendment
of an amendment fee of 20 basis points.  Other fee and expense
provisions are contained in separate fee and expense letters,
which the parties have agreed will be kept confidential.

The DIP Accommodation Third Amendment also contemplates conditions
that provide for termination under certain scenarios:

  (1) The DIP Accommodation Third Amendment will terminate May 12,
      2009, if prior to that date:

        -- the Court has not entered an order satisfactory to the
           DIP Agent authorizing the DIP Accommodation Third
           Amendment on an interim basis and the payment of
           related fees and expenses; and

        -- the Debtors have not applied $45 million from the
           Incremental Borrowing Base Cash Collateral Accounts to
           repay the Tranche A and Tranche B DIP Loans.

  (2) The DIP Accommodation Third Amendment will terminate on
      May 23, 2009, if prior to that date the Court has not
      entered an order satisfactory to the DIP Agent authorizing
      the Third DIP Accommodation Amendment on a final basis and
      the payment of related fees and expenses.

  (3) The DIP Accommodation Third Amendment may be terminated if
      before May 12 or May 23, 2009, the Debtors have not paid
      all reimbursable fees and expenses required under the DIP
      Credit Agreement or the Expense Side Letters for which
      invoices have been submitted prior to that date.

A full-text copy of the DIP Accommodation Third Amendment
executed on May 6, 2009, is available for free:

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

Mr. Butler stresses that the Debtors' entry into the DIP
Accommodation Third Amendment is a necessary step to enable them
to maintain operations with sufficient and uninterrupted
liquidity, as they continue their complex emergence negotiations
with their stakeholders and the Auto Task Force and as they
continue to undertake efforts to formulate modifications to their
Confirmed First Modified Joint Plan of Reorganization.

                            DIP Amendment

The parties have agreed to amend the DIP Credit Agreement to
permit the Debtors to participate in a supplier program funded by
the U.S. Department of Treasury Auto Task Force.

As previously reported, the Auto Task Force is funding up to
$5 billion for a program, wherein participating suppliers would
be able to sell receivables owing from participating Original
Equipment Manufacturers at a modest discount to special purpose
vehicles supported by Treasury Department-funded credit
facilities at third party servicers.  Under the Auto Supplier
Support Program, participating suppliers may opt to sell their
eligible receivables for an immediate cash payment from the
Supplier Program SPV or "Payment Option 1," or a guaranteed cash
payment upon the maturity of the eligible receivables from the
Supplier Program SPV or "Payment Option 2."  Only receivables for
products shipped after March 19, 2009, on qualifying commercial
terms may be sold into the Auto Supplier Support Program.

The Debtors intend to avail of the Auto Supplier Support Program
by selling, pursuant to Payment Option 2, qualifying receivables
owed to it by Chrysler LLC and its affiliates to Chrysler
Receivables SPV, LLC.  As a prerequisite under the Auto Supplier
Program, the Debtors are required to grant Chrysler SPV a first
priority security interest in the transferred receivables.  The
Debtors, however, are restricted from transferring those eligible
receivables under the Amended DIP Credit Agreement.  Thus, to
participate in the Auto Supplier Support Program, the Debtors
entered into the Fourth DIP Credit Agreement Amendments with the
DIP Agent and the DIP Lenders.

Under the Fourth DIP Credit Agreement Amendments, the DIP Agent
is authorized to execute and deliver agreements and instruments,
evidencing (i) the release of the DIP Lenders' Liens on the
Chrysler receivables sold to Chrysler SPV; and (ii) the
subordination of the DIP Lenders' Liens on the Chrysler
receivables sold to the Liens granted by the Debtors on the
receivables to Chrysler SPV.

                        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)


DELTEK INC: S&P Assigns Corporate Credit Rating at 'B+'
-------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B+'
corporate credit rating to Herndon, Virginia-based Deltek Inc.  In
addition, S&P assigned its 'B+' issue-level and '3' recovery
ratings to the company's $30 million revolving credit facility due
2010 and $215 million ($183 million outstanding) term loan due
2011.  A '3' recovery rating indicates expectations for meaningful
(50%-70%) recovery in the event of default.  The outlook is
positive.  Debt outstanding at March 31, 2009, totaled about
$183 million.

"Deltek's ratings reflect the company's narrow business focus in a
highly competitive industry and recent weakness in its core
architectural and engineering end-markets," said Standard & Poor's
credit analyst Susan Madison.  Near-term refinancing risk is
another factor.  These are partially offset by low leverage and
good discretionary cash flow characteristics, a material cash
balance, and a solid presence within its niche vertical end
markets.

Deltek is a provider of enterprise software applications and
services for project-focused business.  The company targets small-
to-midsize companies and it has a large number of customers in
government contracting and architectural and engineering end-
markets.


DENNIS MORROW: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dennis Patrick Morrow
        and Dianne Marie Morrow
        5067 Geiger Rd. SE
        Port Orchard, WA 98367

Bankruptcy Case No.: 09-14448

Chapter 11 Petition Date: May 7, 2009

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

Judge: Samuel J. Steiner

Debtor's Counsel: Steven R. Levy, Esq.
                  3700 Pacific Hwy. E., Ste. 406
                  Fife, WA 98424
                  Tel: (253) 926-1494
                  Email: stevenlevy2@cs.com

Total Assets: $17,711,100.00

Total Debts:  $11,050,730.00

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Venture Bank                   Mortgage            $5,500,000
1902 64th Ave. W.
Fircrest WA 98466

Venture Bank                   Mortgage            $1,200,000
1902 64th Ave. W.
Fircrest WA 98466

Kitsap Bank                    Mortgage              $700,000
619 Bay Street
Port Orchard WA 98366

Venture Bank                   Mortgage              $500,000

Westsound Bank                 Mortgage              $350,000

West Sound Bank                Mortgage              $350,000

Janet and Clyde Pugh           Mortgage              $250,000

West Sound Bank                Mortgage              $150,000

Internal Revenue Services      Taxes                  $80,000

Bank of America                Credit Card             $6,000

JC Penney                      Credit Card             $4,600

Chase/Washington Mutual        Credit Card             $4,000

Wells Fargo Financial Bank     Credit Card             $2,500

Capital One Bank               Credit Card             $2,100

Macys                          Credit Card                $30


The petition was signed by Dennis Patrick Morrow and Dianne Marie
Morrow.


DESIGNLINE CONSTRUCTION: Files Chapter 11 in Trenton, New Jersey
----------------------------------------------------------------
Designline Construction Services Inc. filed for Chapter 11
reorganization on May 7 before the U.S. Bankruptcy Court for the
District of New Jersey (Trenton), Bloomberg's Bill Rochelle
reported.

Designline resorted to Chapter 11 as a consequence of what a court
filing called the "severe downturn in the economy" resulting in
"liquidity pressures."

Designline said total assets and debt both exceed $10 million.
The Company, a general contractor on commercial projects, owes
$2.4 million to secured lender PNC Bank NA.  The Company also owes
$15 million to unsecured creditors.

The Company has filed motions seeking to prevent subcontractors
from filing liens on projects where they hadn't been paid.
Designline said that owners of the projects would throw the
company off the jobs if liens are filed.

Designline Construction Services Inc. is a contractor based in
Eatontown, New Jersey.  Designline says it has 26 continuing
projects in 26 states.


DIAMOND PHOENIX: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Diamond Phoenix, LLC
        337 NW 170 Street
        Miami, FL 33169

Bankruptcy Case No.: 09-09558

Chapter 11 Petition Date: May 8, 2009

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

Judge: Catherine Peek McEwen

Debtor's Counsel: David W. Steen, Esq.
                  David W. Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  Email: dwslaw@yahoo.com

Estimated Assets: $50,001 to $100,000

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

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

      http://bankrupt.com/misc/flmb09-09558.pdf

The petition was signed by Robert Draper, Sr., managing member of
the Company.


ELIZABETH ARDEN: S&P Puts 'BB-' Corporate Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit rating for Elizabeth Arden Inc., as well as all
the issue-level ratings for the company, on CreditWatch with
negative implications.  Standard & Poor's could either lower or
affirm the ratings on resolution of the CreditWatch listing.

"The CreditWatch placement follows Elizabeth Arden's downward
earnings revision for the June 2009 quarter, primarily due to
continued weakness in its international business, which includes
its higher-margined travel retail and international distributor
businesses," said Standard & Poor's credit analyst Susan H. Ding.
The international business accounts for 33% of total revenues.

"As a result of the weaker operating performance, S&P expects
credit metrics will face pressures and that the company will not
be able to maintain its leverage in the 4x area in the near term,"
she continued.  Elizabeth Arden had about $352 million in debt as
of March 31, 2009.

To resolve the CreditWatch listing, S&P's analysis will focus on
the underlying business trends, the effect of foreign exchange
exposure, and the company's operating and financial policies.


FBL FINANCIAL: S&P Downgrades Counterparty Credit Rating to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Farm Bureau
Life Insurance Co. and EquiTrust Life Insurance Co. to 'BBB+' from
'A-'.

Standard & Poor's also said that it lowered its counterparty
credit rating on FBL Financial Group Inc. to 'BB+' from 'BBB-'.

At the same time, Standard & Poor's assigned a stable outlook to
these companies.

Standard & Poor's then withdrew these ratings at the company's
request.

"These rating actions reflect FBL and EquiTrust's further capital
deterioration as of March 31, 2009, under our methodology of
stress testing insurers and its broad negative implications to the
company's competitive position and financial flexibility," noted
Standard & Poor's credit analyst Patrick Wong.  "Furthermore, as
the recession deepens, operating performance of the group, driven
by weakened indexed annuities and variable segment performance, is
expected to decline."  Indexed annuities and the variable segment
were the driver of the group's growth in the past few years.

In addition, S&P has ongoing concern regarding first quarter's
unanticipated increases in surrender rates in indexed annuity and
multi-year guaranteed annuity products, ongoing realized
investment losses and other-than-temporary impairments, reduced
financial flexibility, and some shortfalls in risk management
related to asset and liability management.  The consolidated
unrealized losses continue to be significant relative to the
companies' reported GAAP equity, but S&P believes a large portion
of the unrealized losses are driven by market volatility and will
not be realized.  However, Standard & Poor's is aware of the
impact unrealized losses have on the balance sheet, specifically
to declining reported equity, and potential negative perceptions
that could lead to heightened surrender activity.  EquiTrust --
which was the growth engine of the two companies in recent years,
offering primarily indexed annuities, variable annuities and MYGA
products through the independent channel -- is slowing sales
significantly to help relieve capital strain.

Offsetting these negative factors are the companies' weakened but
supportive fixed-charge and interest coverage, strong positive
cash flow projected in the short and medium term from FBL, strong
and stable competitive position and operating performance in FBL,
which primarily offers protection products to Farm Bureau members.
FBL has the ability to continue to provide stable contribution to
the holding company to service debt as well as improving capital
adequacy of EquiTrust.  In addressing some of the issues, the
board has appointed Jim Hohmann as the interim CEO.


ENERGY TRANSFER: Fitch Affirms 'BB-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings affirms the ratings for Energy Transfer Partners,
L.P. and Energy Transfer Equity, L.P. as listed below.  ETE owns
approximately 62.5 million ETP limited partner units and ETP's 2%
general partner interest.  Approximately $6.6 billion of
outstanding debt securities are affected. The Rating Outlook for
both entities is Stable.

Energy Transfer Partners, L.P.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Energy Transfer Equity, L.P.

  -- IDR at 'BB-';
  -- Senior secured term loan at 'BB';
  -- Senior secured revolving credit facility at 'BB'.

ETP's ratings and Stable Outlook reflect the increasing scale,
scope, and diversity of its operations, strong historical
quantitative credit measures, a conservative distribution policy,
a favorable near-term regional natural gas supply position from
expanding Shale developments, and the expected benefits of ongoing
contractually supported pipeline expansions.  ETP's credit
measures are consistent with its peer group of investment-grade
master limited partnerships.  However, a substantial capital
spending program directed mostly toward pipeline expansion
projects has resulted in debt leverage above historical norms
until its new projects generate operating returns.

ETP has been aggressive in maintaining a strong liquidity position
throughout its construction build-out.  During 2009, ETP has so
far issued nearly $580 million of common units and $1 billion of
capital market debt, with proceeds used to reduce bank revolver
borrowings and for expansion capital spending.  The company's debt
to EBITDA for the 12 months ended December 2008 was approximately
4.3 times (x), adjusting for joint venture debt that it
guarantees.  Fitch expects debt leverage to drop to approximately
4x in 2009 as new pipeline projects become operational and cash
flows increase.  In addition, ETP has maintained one of the most
conservative distribution practices among investment-grade MLPs.
Fitch estimates that over the next two years ETP could retain over
$500 million of distributable cash flow that can be used for
growth spending, hence minimizing its external financing.

ETE's ratings and Stable Outlook are primarily dependent on the
financial and operating characteristics of ETP, the standalone
credit profile of ETE, and the favorable recovery prospects for
its senior secured creditors under distressed conditions.  Fitch
considers fiscal 2008 debt-to-EBITDA of 2.9x as strong for an MLP
holding company structure and should not present an inordinate
amount of risk for ETE and ETP given the quality of its cash flow
stream.  Over the long term ETP's upstream cash distributions
should increase as several ongoing expansion projects become
operational and its distribution coverage is adjusted to reflect
lower operating and financial risk.  As a result, ETE's cash flow
ratio will strengthen.  However, Fitch recognizes that ETE's
outstanding $1.572 billion of debt is substantial and its ability
to refinance the debt in the future could be impaired by
constrained capital market conditions.

Fitch also considered recovery prospects for ETE's senior secured
lenders in a distressed situation.  Based on the value-to-loan
ratio definition in ETE's credit agreement, at current market
prices creditors would have recovery valuations in excess of 400%.
Moreover, under reasonable stress case scenarios Fitch found that
above-average recoveries for creditors were likely.

While ETP's track record of acquiring, building, integrating,
expanding and financing energy infrastructure assets has been
favorable, several challenges remain.  Of ongoing concern is the
event and integration risk inherent in ETP's active growth
strategy.  Of particular interest is the industry-wide inflation
of pipeline construction costs on major projects and their effect
on project economics.  Most notably for ETP, estimated costs on
Midcontinent Express Pipeline, a joint venture with KMP, have
continued to increase.  ETP and KMP each guarantee borrowings
under MEP's $1.3 billion fully-drawn bank credit facility, in
proportion to their 50% ownership of the project.

In addition, factors also considered by Fitch in ETP's rating
analysis include: the structural subordination of the ETP notes to
approximately $700 million of combined subsidiary debt at
Transwestern Pipeline and Heritage Operating L.P.; the financial
exposure to changes in commodity prices at its Midstream gas
processing operations in southeast Texas; the financial exposure
to market manipulation legal proceedings brought by FERC and the
structural relationships between affiliated companies, including
approximately $1.57 billion of debt at ETE.


FJK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: FJK Enterprises Ltd. Co.
           dba Express Carriers
        9311 San Pedro Avenue
        Suite 1400
        San Antonio, TX 78216

Bankruptcy Case No.: 09-51739

Chapter 11 Petition Date: May 8, 2009

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

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: David S. Gragg, Esq.
                  Langley & Banack, Inc
                  Trinity Plaza II
                  745 E Mulberry, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: dgragg@langleybanack.com

Total Assets: $4,704,313

Total Debts: $8,777,276

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

     http://bankrupt.com/misc/txwb09-51739.pdf

The petition was signed by Jeff L. Kaupert, senior vice president
of the Company.


FORD MOTOR: Will Sell 300MM Shares to Boost Cash Reserves
---------------------------------------------------------
Ford Motor Company disclosed a registered public offering of
300 million shares of its common stock at a par value of $0.01 per
share.  Ford said it also expects to grant to the underwriters a
30-day option to purchase up to 45 million shares of common stock.

Matthew Dolan at The Wall Street Journal relates that is seeking
to shore up its cash reserves and keep the Company out of
bankruptcy.  Net proceeds to Ford from the offering are expected
to be used for general corporate purposes, including to fund with
cash, instead of stock, a portion of the payments the company is
required to make to the Voluntary Employee Beneficiary Association
retiree health care trust with the United Auto Workers.

"We continue to make strong progress on our transformation plan -
gaining retail market share with great new products, improving
quality, reducing costs and positioning Ford for a return to
profitability," said Ford President and CEO Alan Mulally.
"Today's [May 11] equity offering is another example of the fast,
decisive action we are taking as we build momentum on our plan,
including further progress on improving our balance sheet."

Citi, Goldman, Sachs & Co., J.P. Morgan and Morgan Stanley are
acting as joint book-running managers of the offering.

Ford has filed a registration statement -- including a prospectus
-- with the SEC for the offering to which this communication
relates.  Before investing, investors should read the prospectus
in that registration statement and other documents Ford has filed
with the SEC for more complete information about Ford and this
offering.

WSJ states that the public offering of Ford's shares could raise
$1.7 billion to $2 billion and indicates that the Company believes
that investors will pin their hopes on it as General Motors Corp.
and Chrysler LLC are consumed by uncertain reorganizations.  Ford,
according to WSJ, believes that raising the cash is worthwhile
despite enduring any backlash from current stockholders who fear
shares will be diluted.

Citing Casesa Shapiro Group auto analyst John Casesa, WSJ reports
that Ford's stock sale "will make people more confident about its
future and raise confidence that Ford can avoid bankruptcy."

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.

The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                          *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring to
achieve the same UAW concessions that General Motors and Chrysler
are likely to achieve as a result of the recently-approved
government bailout loans.  Such a balance sheet restructuring
would likely entail a loss for bond holders and would be viewed by
Moody's as a distressed exchange and consequently treated as a
default for analytic purposes.


FRESH ENTERPRISES: Public Auction Sale of IP Set for May 18
-----------------------------------------------------------
BF Loan Servicing, LLC, as collateral agent, will sell at a
public auction on May 18, 2009, at 10:00 a.m. (Pacific Daylight
Time), at the offices of Irell & Manella LLP, 1800 Avenue of the
Stars, Suite 900, Los Angeles, CA 90067, all of the personal
property collateral owned by Fresh Enterprises, Inc., Triune
Corporation, BF Acquisition Holdings, LLC, BF Operations Holdings,
LLC, BF Franchising Holdings, LLC, BF Gift Card Holdings, LLC,
Baja Fresh Westlake Village, Inc., Westlake Village Investments,
Inc., Baja Fresh Encino Corporation, San Diego Fresca, LLC, Baja
Fresh Marketing Development Fund, Inc., Westlake BBC Holding
Corp., and Baja Beverage Corp.

The collateral consists of all right, title and interest of the
Debtors in all franchise agreements, license agreements, notes,
receivables, trademarks and related rights.

BF Loan Servicing, LLC will sell the aforementioned collateral to
the highest qualified bidder, on an "as is, where is and with all
faults" basis.

For more information, interested parties may call Mike Wood at
(866) 447-2031.


GAYLORD ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Gaylord Entertainment Co.'s
Corporate Family Rating and Probability of Default Rating to B3
from B2.  Moody's also lowered the senior unsecured ratings of
Gaylord to Caa2 (LGD 5, 86%) from Caa1 (LGD 5, 83%).  The
company's Speculative Grade Liquidity rating of SGL-2 was
affirmed.  The outlook is stable.

The ratings action was prompted by Gaylord's weaker than expected
operating performance and the company's announcement that it
lowered its RevPAR and Total RevPAR guidance for fiscal year 2009
from a (9%) - (12%) decrease to a (15%) -- (20%) and (13%) --
(18%) decline.

"The ratings downgrade reflects Moody's view that despite the
ramp-up of the Gaylord National, weaker than expected operating
performance will result in weaker than anticipated debt protection
measures for a period longer than first believed and which are
more representative of the revised ratings" stated Bill Fahy,
Senior Analyst at Moody's.

The ratings downgraded and LGD point estimates updated are;

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- $225 million 6.75% senior global notes due November 15, 2014
     to Caa2 (LGD 5, 86%) from Caa1 (LGD 5, 83%)

  -- $350 million 8.00% senior global notes due November 15, 2013
     to Caa2 (LGD 5, 86%) from Caa1 (LGD 5, 83%)

Rating affirmed are;

  -- Speculative Grade Liquidity Rating of SGL-2

The outlook is stable.

The B3 corporate family rating reflects Gaylord's weak debt
protection measures, limited diversification, modest scale, and
history of pursuing a relatively aggressive growth and acquisition
strategy.  The ratings are supported by the sizeable contribution
from food and beverage to total RevPAR, solid brand recognition,
reasonably good asset value and good liquidity.

The stable outlook reflects Moody's view that the B3 CFR
sufficiently captures the credit risk given the expected level of
debt protection measures and liquidity.  Although Moody's believes
debt protection measures will improve from year-end levels -- due
in large part to the full ramp up of the Gaylord National --
leverage will remain high and coverage will be modest.  The
outlook also reflects Moody's view that the company should
generate positive free cash flow -- due in large part to lower
capex requirements -- despite expected weaker operating
performance.

The most recent rating action on Gaylord was the affirmation of
the ratings and the assignment of a negative outlook on January
26, 2009.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a hospitality and entertainment company.  Gaylord
owns and operates several convention centers and resorts located
in Tennessee, Florida, Texas, and Washington, D.C. and specializes
in hosting large conferences and conventions.  Revenues are
approximately $900 million.


GENERAL MOTORS: Bankruptcy Filing Now "More Probable", Says CEO
---------------------------------------------------------------
General Motors Corp. CEO Fritz Henderson said at a conference call
Monday that it is now "more probable" for the automaker to file
for bankruptcy protection.

In response to a reporter's question about statements by analysts
that GM's bankruptcy is almost inevitable, Mr. Henderson said.  "I
would say, as I mentioned some weeks ago, certainly given the
objectives that we set for ourselves, it is more probable that we
would need to accomplish our goals in a bankruptcy.  I'm not going
to get into relative percentages and probabilities, but certainly
the task that we have in front of us is large.  We know we can get
the job done, but I certainly think that today it's more probable
that we would need to resort to a bankruptcy process, but there's
still an opportunity and still a chance for it to be done outside
of a federal court process."

As to whether GM is looking at putting only its European, its
North American or its global operations to bankruptcy, Mr.
Henderson said GM is evaluating on a "country by country" basis
whether it needs to file for bankruptcy.

GM reported a net loss of $5,899,000,000 on sales of
$22,431,000,000 for three months ended March 31, 2009.

In its form 10-Q submitted to the Securities and Exchange
Commission, GM said, "In the event that we do not receive prior to
June 1, 2009 enough tenders of our public unsecured debt to
consummate the exchange offers we currently expect to seek relief
under the U.S. Bankruptcy Code.  This relief may include: (1)
seeking bankruptcy court approval for the sale of most or
substantially all of our assets pursuant to section 363(b) of the
U.S. Bankruptcy Code to a new operating company, and a subsequent
liquidation of the remaining assets in the bankruptcy case; (2)
pursuing a plan of reorganization (where votes for the plan are
solicited from certain classes of creditors prior to a bankruptcy
filing) that we would seek to confirm (or "cram down"); or (3)
seeking another form of bankruptcy relief, all of which involve
uncertainties, potential delays and litigation risks. We are
considering these alternatives in consultation with the UST, our
largest lender."

GM also said that the failure of automotive suppliers on whom it
relies would result in a disruption in the availability of the
systems, components and parts that we need to manufacture its
automotive products, which would affect our operating results
adversely.  It specifically noted that on April 30, 2009, Chrysler
LLC and certain of its affiliates filed petitions seeking relief
under Chapter 11 of the United States Bankruptcy Code.  In
connection with its bankruptcy filing, Chrysler LLC announced that
most of its manufacturing operations will be temporarily idled
beginning May 4, 2009.  "The resulting decline in automotive
production volumes and the risk that payments owed to suppliers by
Chrysler LLC may be disrupted as a result of Chrysler LLC's
bankruptcy filing will increase the financial and liquidity
pressures facing automotive suppliers, many of which are common to
Chrysler LLC and us," GM said.  Both GM and Chrysler have sought
federal aid in order to sustain operations.

GM has assets of $82,290,000,000 and debts of $172,810,000,000 as
of March 31, 2009.

               $9 Billion Aid Needed After June 1

As reported by the TCR on April 28, in its revised viability plan,
General Motors Corp. currently forecasts that, after June 1, 2009,
it will require an additional $9.0 billion of U.S. Treasury
funding.

GM borrowed $2.0 billion on April 24 and expects to need an
additional $2.6 billion of working capital loans prior to June 1.

As part of the compensation for the $2.0 billion loan, GM issued
to the U.S. Treasury a promissory note in an aggregate principal
amount of $133.4 million.  If GM were to receive the additional
$2.6 billion, it expects to issue to the U.S. Treasury a
promissory note in an aggregate principal amount of $173.4 million
as part of the compensation for these loans.  Moreover, GM expects
that if it were to receive additional funding after June 1, it
would be required to issue to the U.S. Treasury promissory notes
in an aggregate principal amount of $600.3 million as part of the
compensation for this funding.

If GM receives the additional $2.6 billion and issue the
additional $173.4 million promissory note, as of June 1, 2009, GM
would have received loans from the U.S. Treasury of $18.0 billion
-- excluding the $884.0 million it borrowed to purchase additional
membership interests in GMAC -- and issued promissory notes in an
aggregate principal amount of $1.1 billion as part of the
compensation to the U.S. Treasury for the loans, and as a result,
the total outstanding U.S. Treasury Debt would be $20.0 billion.

Under the terms of the U.S. Treasury Debt Conversion, at least 50%
of the U.S. Treasury Debt outstanding at June 1, 2009 -- including
the $884.0 million borrowed to purchase additional membership
interests in GMAC and the other promissory notes GM issued to the
U.S. Treasury as part of the compensation for the loans provided
-- would be exchanged for new shares of GM common stock.

GM has proposed that the U.S. Treasury commit to provide the
additional $9.0 billion funding, together with the additional
$2.6 billion under, or on terms similar to those under, the
existing U.S. Treasury Loan Agreements.  GM cannot assure that the
U.S. Treasury will provide the additional $2.6 billion and $9.0
billion of funding.  The receipt of the U.S. Treasury Financing
Commitment on commercially reasonable terms is a condition to the
exchange offers.  Assuming the exchange of 50% of GM's outstanding
U.S. Treasury Debt at June 1, 2009 -- such 50% currently estimated
to be approximately $10 billion -- and GM's receipt of the
additional $9.0 billion, its total outstanding U.S. Treasury Debt
would be $19.6 billion.

                    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.


GENERAL MOTORS: Completing List of Dealerships to Eliminate
-----------------------------------------------------------
Sharon Terlep and Jeff Bennett at The Wall Street Journal report
that General Motors Corp. and Chrysler LLC are working on the
lists of dealerships they plan to eliminate.

According to WSJ, the dealers may learn their fate in the next few
days.  Citing GM CEO Fritz Henderson, WSJ relates that the
Company's dealers will be notified this week whether they will
continue to receive new cars and trucks from the Company.  Mr.
Henderson, states the report, said that he expects to "wind down"
most of the targeted dealerships during the year.  Chrysler,
according to the report, would file its list of dealers it plans
to close with a U.S. bankruptcy court.

WSJ notes that GM must institute cost reductions that include
culling its dealers and cutting debt by a June 1 U.S. government
deadline, or face bankruptcy.  According to the report, GM will
close 2,600 of its 6,246 U.S. dealers.

Chrysler, says WSJ, hasn't said how many of its 3,188 U.S dealers
it wants to close.

Kate Linebaugh at WSJ relates that some car dealers see
opportunity amid the industry's wreckage, aiming to grab market
share and boost profits by buying up struggling competitors.  Wes
Lutz, owner of a Dodge store, hopes he will make the cut and has
been hoarding cash to expand his business if he does, according to
WSJ.  Mr. Lutz, says the report, wants to buy out the other local
Chrysler dealer to grab the two sister brands he doesn't represent
-- Jeep and Chrysler.

WSJ states that Chuck Eddy, who runs a Chrysler, Dodge, and Jeep
dealership in Youngstown, Ohio, also sees opportunity in the
industry's decline.  Mr. Eddy said that he has been able to
produce record sales by increasing his inventory and offering
discounted prices, WSJ relates.  Competitors have scaled back the
number of new cars on their lots, reducing choice for potential
clients, WSJ says, citing Mr. Eddy.

          Chapter 11 Filing Still Avoidable, Says GM

Sharon Terlep at Dow Jones Newswires reports that GM said on
Monday that it could still avoid filing for Chapter 11 bankruptcy
protection.  GM, according to Dow Jones, has three weeks to
resolve union and creditor discussions, finalize the fate of
ailing brands and cull its U.S. dealer network.  "We need to move,
and we need to move fast.  We think there is still an opportunity
for this to be done out of court," Dow Jones quoted Mr. Henderson
as saying.

Dow Jones relates that Mr. Henderson indicated some progress on
GM's slimmed-down brand profile, saying that the Company is in
talks with two bidders on Hummer and is continuing negotiations to
sell its Saab and Saturn units.  Dow Jones states that Mr.
Henderson confirmed that the Pontiac brand will be wound down
rather than sold.

According to Dow Jones, talks continue with the United Auto
Workers union to cut in half of GM's obligations to a $20 billion
retiree health care trust in exchange for 38% of its equity.  GM
is also talking with the union over which U.S. factories will
close.

Funding is needed in GM's European units, where losses are
mounting, Dow Jones says, citing Mr. Henderson.  According to the
report, Mr. Henderson said that offloading its Opel and Saab
brands are "urgent."   GM would consider holding a minority stake,
the report states, citing Mr. Henderson.

Mr. Henderson, Dow Jones relates, said that GM won't alter the
debt exchange offer despite a broad dissatisfaction from
bondholders.  Dow Jones states that GM is offering to exchange
some 225 common shares for each $1,000 principal amount of
outstanding notes.  The report says that the exchange will
commence if 90% of bondholders agree to the terms.

Citing Mr. Henderson, Dow Jones reports that GM had been
considering moving its headquarters out of downtown Detroit's
spacious Renaissance Center skyscraper, but the relocation is no
longer a priority.

                    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.


GENERAL MOTORS: Six Executives Dump Remaining Shares
----------------------------------------------------
Shawn Langlois at MarketWatch reports that a group of top General
Motors Corp. executives have sold what was left of their personal
stakes, citing several filings with the Securities and Exchange
Commission on Monday.

The selling executives are:

   * Vice Chairman Bob Lutz,
   * Vice Chairman Thomas Stephens,
   * Ralph Szygenda,
   * Troy Clarke,
   * Gary Cowger and
   * Carl-Peter Forster.

The executives sold nearly 205,000 shares in the aggregate between
Friday and Monday, for $1.45 and $1.61 a share, according to the
report.

"Our shareholders are obviously facing some pretty severe dilution
if the bond exchange goes through or we end up in bankruptcy," GM
spokesperson Julie Gibson said, according to Mr. Langlois.
"Either way, no matter the outcome, we'll essentially be issuing
new stock."

According to Mr. Langlois, Ms. Gibson acknowledged that the
executives took advantage of a trading window to sell their shares
while there's still some value "like most reasonable people would
do."

At the same time, GM is trying to rid itself of $27 billion in
debt by convincing thousands of creditors to exchange their bonds
for 10% in GM stock, Mr. Langlois notes.

                    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.


GMAC LLC: Gov't Announcement Won't Affect S&P's 'CCC' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC and Residential Capital LLC (both CCC/Negative/C) are not
affected by the U.S. Federal Reserve's announcement that GMAC
would need to raise $11.5 billion of additional capital in the
coming months.  S&P does not believe the company will be able to
raise the equity in the public markets, but GMAC has other methods
to solve its capital shortfall under the Supervisory Capital
Assessment Program.

The U.S. government said it could provide additional funding to
the company following its agreement to become the preferred
provider of new wholesale funding for Chrysler dealer inventory.
Although it remains to be seen what form or how much financing the
government would provide, S&P believes that GMAC will have to use
the government to fill its capital shortfall.  S&P believes GMAC
and Residential Capital LLC continue to face significant operating
challenges, and S&P expects continued poor quarterly performance.
S&P will continue to monitor developments as they unfold.


GOODYEAR TIRE: Fitch Downgrades Issuer Default Rating to 'B+'
-------------------------------------------------------------
Fitch Ratings has downgraded The Goodyear Tire & Rubber Company's
Issuer Default Rating and debt ratings:

  -- IDR to 'B+' from 'BB-';
  -- Senior unsecured debt to 'B/RR5' from 'B+'.

In addition, Fitch has affirmed and assigned Recovery Ratings to
GT and its subsidiary Goodyear Dunlop Tires Europe B.V.'s debt
ratings:

GT

  -- $1.5 billion first lien credit facility at 'BB+/RR1';
  -- $1.2 billion second lien term loan at 'BB+/RR1';

GDTE

  -- EUR505 million European secured credit facilities at
     'BB+/RR1'.

The ratings cover approximately $5.5 billion of outstanding debt
as of March 31, 2009.

Fitch has also assigned a rating of 'B/RR 5' to GT's new $1
billion senior unsecured notes.

The Rating Outlook is Negative.

The downgrades reflect the impact that the weak global economy and
auto industry will have on GT's profitability throughout 2009 and
possibly into 2010; Fitch's expectations for negative free cash
flow at GT this year and possibly next; higher debt levels, in
part to maintain an adequate liquidity position; and a substantial
increase in leverage.  The rating actions take into account the
expectation that the second half of 2009 will show improvement in
GT's global businesses.

Credit concerns include declining volumes, remaining raw material
cost increases in GT's second quarter, execution risk of GT's cash
savings strategies, and underfunded pension position.
Additionally, Fitch is concerned about labor contracts which
expire this year, particularly the contract with the United
Steelworkers that expires in July 2009 and the possibility that
Sumitomo Rubber Industries will exit its alliance with GT.  Fitch
could review GT's ratings for additional downgrades should these
concerns impact the company's long-term financial position.

Factors supporting the ratings include GT's adequate liquidity
position, cost reduction actions, reduced OPEB liabilities, global
diversification, and a focused marketing strategy that has helped
improve brand strength and revenues per tire.

For the first quarter ending March 31, 2009, GT's revenue declined
28.5% from the prior year period reflecting lower unit sales and
adverse currency movement.  Unit volume declined 19.8% or 9.5
million units in the period.  GT's debt-to-EBITDA ratio increased
to 6.5 times (x) as of March 31, 2009 from 3.5x at the end of
2008.  With the new $1 billion debt issuance on a pro-forma LTM
basis as of the end of March 31, 2009, GT's gross leverage was
7.7x.  First quarter 2009 results for EBITDA were negative $64
million, down from positive $501 million in the prior year period.
Fitch expects GT's latest twelve months leverage will peak at the
end of the 2009 third quarter.

The RR1 recovery ratings for GT's first-lien and second-lien bank
debt reflect Fitch's expectation of substantial recovery in a
distressed scenario (91 to 100%), supporting higher ratings
relative to the IDRs.  GT's unsecured debt has been assigned a RR5
representing 11 to 30% recovery in a distressed scenario.
Collateral for GT's domestic first lien and second lien bank
facilities includes U.S. and Canadian trade receivables,
inventory, mortgages on U.S. headquarters and certain
manufacturing facilities, GT's trademark, the pledge of domestic
and 65% of certain foreign subsidiary stock (except GDTE), and
substantially all other assets.  The GDTE senior secured credit
facilities are secured by virtually all assets of GDTE and its
subsidiaries in the United Kingdom, Luxembourg, France and
Germany, plus the stock of GDTE's principal subsidiaries.
Collateral excludes accounts receivable used in the EUR450 million
Pan-European receivables facility or other securitization
programs.

Results for the 2009 second quarter are expected to continue to be
difficult for GT with reduced volumes and high raw material costs
which could potentially lead to another high cash burn rate, but
less so than in the first quarter.  GT is reducing its second
quarter tire production by 11 million units which represents 23%
of second quarter 2008 tires sales after cutting tire production
by 12 million units in its first quarter.  GT forecasts raw
material costs to increase 5% to 7% year-over-year in the 2009
second quarter, which Fitch estimates could increase costs by $100
million, which should be partially offset by price and mix
improvements.  Fitch believes volume pressure in the second half
of the year will remain, but raw material costs could be reduced
substantially and cost savings realized.  GT has a good record of
increasing prices to stay ahead of raw material cost increases,
and production rationalization within the industry could help
support industry tire prices.

At the end of the first quarter ending March 31, 2009, Fitch
calculates GT had a liquidity position of approximately $1.2
billion, consisting of $1.896 billion of cash and equivalents and
$217 million in aggregate of domestic and European available
revolvers, less $317 million of short-term debt and $564 million
of current maturities of long-term debt.  This represents a
liquidity decline of $632 million from GT's 2008 year end.  In the
past GT has commented that it needs about $1 billion of cash to
meet working capital needs and overseas funding requirements
through its operating cycle.  More than 50% of GT's cash holdings
are outside the United States.  GT's $1.5 billion domestic bank
revolver due 2013 has $800 million drawn on it and $487 million of
letters of credit against it currently which cannot exceed $800
million.  The U.S. bank revolver is subject to a borrowing base
which could decrease the availability of the facility.  The
facility could become subject to an interest coverage covenant if
the sum of the company's domestic cash and availability under the
revolving facility are less than $150 million.  If that should
occur, it requires consolidated EBITDA to Consolidated Interest
Expense not to be less than 2.0x on a rolling four-quarter basis.
GT's current cash and availability are greater than the $150
million, so the company is not subject to the covenant.  GDTE's
EUR505 million first-lien credit facility due 2012 has $651
million drawn on it and $16 million of LOCs against it.  This
facility is subject to a covenant that requires GDTE's
consolidated Net Debt (net of cash in excess of $100 million) to
Consolidated EBITDA not to exceed 3.0x.

Fitch estimates that GT will be cash flow negative in 2009 due to
significant cash usage ($546 million) in the first quarter and as
a result of required pension contributions and capital
expenditures. Capital expenditures are likely to be in the range
of $700-800 million in 2009.  Cash requirements in 2009 in
addition to capital expenditures and increased pension
contributions (discussed below) include cash interest expense
which Fitch estimates at approximately $400 million with the new
debt issuance, OPEB contributions which the company estimates at
less than $70 million, cash charges related to restructuring
actions which Fitch estimates at over $100 million and the $500
million debt maturity in December 2009.  Fitch estimates GT might
need to return to the capital markets in 2010 if end markets
remain depressed.  GT has an additional $975 million of debt that
matures in 2011.

Pension contributions will continue to be a significant use of
cash at GT in 2009 and 2010.  GT's global pension funds plan asset
balance lost 32.5% of their value in 2008; the U.S. portion lost
35% of its value, leading to the U.S. year-end funded status of
only 57.6% ($2.1 billion underfunded) compared to 87.3% in 2007.
This performance negates the $1.1 billion OPEB liability reduction
from GT's $1 billion 2008 contribution to an independent voluntary
employees' beneficiary association.  GT estimates that pension
contributions in 2009 will be in the $325 million to $375 million
range (GT contributed $83 million in its first quarter), and
contributions could rise to $525 million to $575 million in 2010.

Fitch's expectations for significant cash usage at GT in 2009
incorporate the company's plans to reduce costs and cash
expenditures in some areas.  In response to the current market
environment, GT is reducing cash usage in 2009 through the fourth
and final year of its four point cost reduction program, which
could achieve cost savings of $700 million for the year.  It
realized $145 million against this $700 million target in the 2009
first quarter.  Additionally, GT is reducing its capital
expenditures by approximately $250-350 million in 2009 from $1.049
billion last year, and it is targeting inventory reduction of over
$500 million.  It is possible that GT reduces costs further in
2009 through additional actions including announced capacity
reduction initiatives that are not part of GT's original savings
plan, additional low cost country sourcing efforts, and workforce
reductions.

Beginning in September 2009 SRI can inform GT of its intent to
exit their alliance for cause pursuant to the terms of the
alliance agreement.  SRI must provide notice of its intention to
exit the alliance within three months of the date the exit rights
become available to SRI.  SRI's alliance ownership includes 25% of
GT Dunlop tires North America and GT Dunlop Tires Europe as well
as 75% of GT's business in Japan.  The alliance gives SRI
purchasing leverage and technology sharing with GT.  Fitch
believes the suspension of the exit rights will likely be renewed
for an additional multi year term, but should SRI exercise any
rights to exit the alliance, the payment process would likely
extend into 2010.


GREAT CANADIAN: S&P Affirms Corporate Credit Rating at 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Richmond, Canada-based Great Canadian Gaming
Corp.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on Great
Canadian Gaming's US$170 million subordinated notes due 2015 to
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default, from '4'.  S&P
lowered the issue-level rating on these notes to 'BB-' (one notch
lower than the 'BB' corporate credit rating on the company) from
'BB', in accordance with S&P's notching criteria for a recovery
rating of '5'.  The revised recovery rating reflects a change in
exchange rate assumptions to a level in line with historical
averages, as the assets are valued in Canadian dollars and the
notes are denominated in U.S. dollars.

"The 'BB' rating reflects Great Canadian's significant revenue and
EBITDA concentration in British Columbia, weak economic conditions
that are affecting consumer discretionary spending, its high
effective tax rate, and its moderate-size cash flow base," said
Standard & Poor's credit analyst Melissa Long.  "The limited level
of competition in the markets in which the company operates, its
solid market share in British Columbia, its ability to receive
reimbursements from some of the provincial governments for capital
expenditures, and the company's credit measures, which provide a
cushion for an expected weaker operating environment in the coming
quarters, somewhat offset these factors."

Credit measures are currently in line with the rating.  As of
December 31, 2008, operating lease-adjusted debt to EBITDA and
EBITDA coverage of interest were 3.8x and 3.7x, respectively, on a
trailing basis.  S&P expects credit measures to deteriorate
modestly over the near term, given the weakened global economy and
the pullback in consumer spending.  In 2009, S&P expects that its
measure of adjusted EBITDA (which includes Facility Development
Commission receipts from the British Columbia Lottery Corp. and
reimbursements from the Nova Scotia Gaming Corp.) will fall by up
to the low-teens percentage area.  Under these assumptions, S&P
expects that GCG's leverage could rise to the low-to-mid 4x area.
That said, S&P expects that any deterioration in credit measures
will likely be temporary, as the company stands to benefit from
the 2010 Vancouver Winter Olympics.  Furthermore, GCG has built in
flexibility in its credit measures to withstand some weakness in
operating results.  Specifically, S&P has previously cited that
leverage below 4.5x is in line with the 'BB' rating.

GCG is a multijurisdictional gaming and entertainment operator
with operations in British Columbia, Nova Scotia, Ontario, and
Washington State.  The company operates six casinos (one with a
hotel and conference center), four card rooms, four racetracks
with gaming ("racinos" -- three are slots only and one features
slots and tables), and various other food, beverage, and
entertainment facilities.  In the 12 months ended December 31,
2008, the company generated C$374 million and C$78 million in
revenues and EBITDA (excluding FDC receipts from the BCLC),
respectively.


H&E EQUIPMENT: Q1-2009 Performance Won't Affect Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service said that the Q1-2009 performance
decline of H&E Equipment Services, Inc. has no rating impact at
this time -- corporate family rating of B1, outlook stable.

The last rating action on H&E occurred March 12, 2009 when the B1
corporate family rating was affirmed.

H&E is a multi-regional equipment rental company with 62 locations
throughout the Intermountain, Southwest, Gulf Coast, Mid Atlantic,
West Coast and Southeast regions of the United States.  H&E has
over 18,088 pieces of equipment having an original acquisition
cost of approximately $763 million at March 2009.  The company is
a distributor for JLG, Gehl, Genie Industries (Terex), Komatsu,
Bobcat, Yale Material, and Manitowoc.  Revenues for the last
twelve months ended March 31, 2009 were $1.07 billion.


HARRY W MORROW: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Harry Walter Morrow
               Susan Morris Morrow
               1501 Bronwyn Road, #103
               Richmond, VA 23238

Bankruptcy Case No.: 09-33015

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtors' Counsel: Roy M. Terry, Jr., Esq.
                  DurretteBradshaw, PLC
                  600 E. Main St., 20th Fl.
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  Email: rterry@durrettebradshaw.com

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

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

The Debtors did not file their list of 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


HAYES LEMMERZ: Files Chapter 22; Secured Creditors to Get Equity
----------------------------------------------------------------
Hayes Lemmerz International, Inc., has reached agreements with
lenders holding a majority of the Company's secured debt regarding
a restructuring of the Company's debt.  Certain of the lenders
will provide a debtor-in-possession loan to the Company, which
will make available up to $100 million of additional liquidity
(subject to certain terms and conditions), to provide the Company
with operating funds during the restructuring.  Including the DIP
loan, the Company will have total liquidity of approximately $138
million.

To facilitate the restructuring, the Company and certain of its
U.S. subsidiaries filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code in the District of
Delaware.  Also included in the filings is Hayes Lemmerz Finance
LLC - Luxembourg S.C.A., a borrower under the Company's secured
credit facility and issuer of its senior notes.  As a result of
the restructuring, the Company expects to eliminate a significant
portion of its existing debt.  Upon confirmation of a plan of
reorganization, it is anticipated that the DIP lenders will
convert certain of their loans into equity and will own
substantially all of the equity of the reorganized Company.

"The Chapter 11 filings were precipitated by an unprecedented
slowdown in industry demand and a tightening of credit markets,"
said Curtis Clawson, Chairman and Chief Executive Officer. "These
filings will allow us to reduce our debt and restructure our
balance sheet. We fully expect to emerge from Chapter 11 as a
stronger, more competitive company than we are today." The filings
were made pursuant to a "pre-negotiated" restructuring plan with
the support of a majority of the Company's secured lenders. As a
result, the Company expects to complete its restructuring process
on an accelerated basis.

In a regulatory filing with the Securities and Exchange
Commission, the Company said it believes its currently outstanding
common stock will have no value and will be cancelled under any
plan of reorganization.  It also believes holders of its Notes are
unlikely to receive more than a de minimis distribution on account
of their interests in the Notes and that the interests could be
cancelled under any plan the Company may propose under Chapter 11.

                            Chapter 22

This is the Company's second trip to the bankruptcy court, usually
dubbed a Chapter 22.  Hayes Lemmerz and its direct and indirect
domestic subsidiaries and one subsidiary in Mexico filed for
bankruptcy in December 2001 before the U.S. Bankruptcy Court for
the District of Delaware.  The Chapter 11 filings were
precipitated by declining market conditions and the Company's
excessive debt burdens, according to Mr. Clawson, who also served
as chairman and chief executive officer at that time.

The Court confirmed the Company's reorganization plan in May 2003,
allowing the Company to exit bankruptcy in June.  creditors
overwhelmingly accepted the Plan.

In accordance with the Plan of Reorganization, approximately $2.1
billion in pre-petition debt and other liabilities were
discharged.  The Plan provided for holders of prepetition secured
claims to receive $478.5 million in cash and 53.1% of the
reorganized company common stock.  Holders of senior note claims
were to receive $13 million in cash and 44.9% of the New Common
Stock, and holders of general unsecured claims were to receive 2%
of the New Common Stock.  Hayes Lemmerz' prior common stock and
securities were cancelled as of June 3, 2003.

                         Business as Usual

The Company expects to continue its operations in the normal
course of business during the financial restructuring process with
no interruption in its supply to customers. Liquidity for ongoing
operations will be provided by the DIP financing.

"We fully expect our day-to-day operations will continue
uninterrupted.  I want to personally assure our customers,
suppliers and employees that we will continue to focus on being a
premier automotive supplier by satisfying customers, being a low-
cost producer and having the best people," Mr. Clawson stated.

"We have been executing our operating plan by diversifying our
global customer base, focusing on our core wheel business and
expanding our operations in leading-cost regions.  We are focusing
on the right customers, the right products and the right
geography. We expect to emerge from Chapter 11 with a strong
balance sheet and with our Company better positioned to succeed as
the marketplace recovers," Mr. Clawson continued.

The Company has filed a variety of first day motions, including a
motion seeking approval of the DIP loan, that, with court
approval, will allow it to continue to conduct business without
interruption.  These motions are designed to minimize any impact
on the Company's customers, suppliers and employees.  During the
reorganization process, suppliers will be paid in the ordinary
course of business for goods and services purchased by the Company
postpetition.

The Company's principal bankruptcy attorneys are Skadden, Arps,
Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC serves as the
Company's financial advisor. AlixPartners, LLP serves as the
Company's restructuring advisor.

              About Hayes Lemmerz International, Inc.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components. The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

                           *     *     *

In February 2009 Fitch downgraded the Company's corporate rating
from B- to CCC; bank debt rating from B+/RR2 to B-/RR3; and New
Senior Notes rating from CCC/RR6 to C/RR6. In April 2009, Fitch
further downgraded the Company's corporate rating from CCC to C
and bank debt rating from B-/RR3 to CC/RR3.

In February 2009 S&P downgraded the Company's corporate rating
from B- to CCC+; bank debt rating from B+ to B-; and New Senior
Notes rating from CCC+ to CCC-. In May 2009, S&P further
downgraded the Company's corporate rating from CCC+ to CC; bank
debt rating from B- to CCC-; and New Senior Notes rating from CCC-
to C.

In April 2009 Moody's downgraded the Company's corporate rating
from Caa1 to Caa3, bank debt rating from B3 to Caa2, and New
Senior Notes rating from Caa3 to Ca.


HAYES LEMMERZ: Jan. 31 Balance Sheet Upside-Down by $292.9MM
------------------------------------------------------------
Hayes Lemmerz International, Inc., on Monday delivered to the
Securities and Exchange Commission its Annual Report on Form 10-K
for the fiscal year ended January 31, 2009.

As of January 31, 2009, Hayes Lemmerz had $1.09 billion in total
assets and $1.38 billion in total liabilities, resulting in $292.9
million in stockholders' deficit.

The Company reported a net loss during fiscal 2008 of $371.7
million as compared to $194.4 million during fiscal 2007.  The
Company said net sales increased 18.4% or $329.9 million to
$2,126.7 million during fiscal 2007 from $1,796.8 million during
fiscal 2006. Higher  volumes increased sales by $94 million and
resulted primarily from an increase in international wheels
demand, partially offset by a decrease in domestic volumes.
Favorable fluctuations in foreign exchange rates relative to the
U.S. dollar and the impact of higher metal pass-through pricing
increased sales by $139 million and $60 million, respectively.
Favorable product mix increased sales by $79 million, partially
offset by lower pricing.  Sales decreased by $36 million due to
the sale of the Company's Wabash, Indiana powertrain facility in
July 2007.

In fiscal 2008, the Company's most significant customers were Ford
and General Motors, which accounted for roughly 29% of the
Company's fiscal 2008 net sales on a worldwide basis, while sales
to these customers in the U.S. accounted for approximately 12% of
total sales in fiscal 2008.  Other significant customers include
Daimler, Renault/Nissan, Toyota, and Volkswagen.

Ford and General Motors are currently facing significant financial
difficulties, which could result in significantly reduced sales
and accounts receivables with these customers. The loss of a major
portion of sales to any of the significant customers, including
Ford and General Motors, could have a material adverse impact on
the Company's business.

Hayes noted that its current sources of liquidity are not
sufficient to fund operations through May 2009.  As a result of
current conditions in the automotive industry and the Company's
recurring operating losses, negative cash flows, and need for
additional financing, the report of the Company's independent
auditor -- KPMG LLP -- contained an explanatory paragraph
regarding the Company's ability to continue as a going concern.

The Company's lenders have agreed to waive defaults that result
from the receipt of a going concern explanatory paragraph.

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

On May 4, 2009, Hayes Lemmerz received a letter from the NASDAQ
Stock Market notifying the Company that it was no longer in
compliance with the rules for continued listing according to
Listing Rule 5250(c)(1) as a result of its failure to file its
Annual Report on Form 10-K for the fiscal year ended January 31,
2009, with the Securities and Exchange Commission within the
required period.  The Company has until July 3, 2009, to submit a
plan to regain compliance with Nasdaq's continuing listing
standards.

              About Hayes Lemmerz International, Inc.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components. The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

                           *     *     *

In February 2009 Fitch downgraded the Company's corporate rating
from B- to CCC; bank debt rating from B+/RR2 to B-/RR3; and New
Senior Notes rating from CCC/RR6 to C/RR6. In April 2009, Fitch
further downgraded the Company's corporate rating from CCC to C
and bank debt rating from B-/RR3 to CC/RR3.

In February 2009 S&P downgraded the Company's corporate rating
from B- to CCC+; bank debt rating from B+ to B-; and New Senior
Notes rating from CCC+ to CCC-. In May 2009, S&P further
downgraded the Company's corporate rating from CCC+ to CC; bank
debt rating from B- to CCC-; and New Senior Notes rating from CCC-
to C.

In April 2009 Moody's downgraded the Company's corporate rating
from Caa1 to Caa3, bank debt rating from B3 to Caa2, and New
Senior Notes rating from Caa3 to Ca.


HAYES LEMMERZ: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hayes Lemmerz International, Inc.
        15300 Centennial Drive
        Northville, MI 48168

Bankruptcy Case No.: 09-11655

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Hayes Lemmerz Finance LLC                          09-11656
Hayes Lemmerz Finance LLC - Luxembourg S.C.A.      09-11657
Hayes Lemmerz International Import, Inc.           09-11659
Hayes Lemmerz International - California, Inc.     09-11660
Hayes Lemmerz International - Commerical Highway   09-11661
Hayes Lemmerz International - Georgia, Inc.        09-11662
Hayes Lemmerz International - Howell, Inc.         09-11664
Hayes Lemmerz International - Huntington, Inc.     09-11665
Hayes Lemmerz International - Kentucky, Inc.       09-11666
Hayes Lemmerz International - Laredo, Inc.         09-11667

Type of Business: The Debtors supply suspension module components
                  to the global automotive and commercial highway
                  markets.

                  The Debtors' products for the suspension
                  module include wheels, wheel-end attachments,
                  aluminum structural components and automotive
                  brakes components.  The Debtors are the world's
                  largest manufacturer of automotive wheels and
                  a largest manufacturer of automotive wheels
                  and a large manufacturer of wheel-end
                  attachments, aluminum structural and
                  automotive brake products. The Debtors also
                  design and manufacture wheels and brake
                  components for commercial highway vehicles,
                  powertrain components, engine components, and
                  aluminum non-structural components for the
                  automotive heating and general equipment
                  industries.

                  This is the second bankruptcy filing by Hayes.
                  On Dec. 5, 2001, Hayes Lemmerz and 31 of its
                  affiliates sought relief under chapter 11 of the
                  Bankruptcy Code in the United States Bankruptcy
                  Court for the District of Delaware (Lead Case
                  No. 01-11490).  Skadden, Arps, Slate, Meager &
                  Flom LLP represented Hayes I.

Chapter 11 Petition Date: May 11, 2009

Court: District of Delaware (Delaware)

Debtors' Counsel: Anthony W. Clark, Esq.
                  Skadden Arps Slate Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, DE 19899
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001

Debtors'
Investment Banker: Lazard Freres & Co. LLC
                   30 Rockefeller Plaza
                   New York, New York 10020

Debtors'
Restructuring Officer: Lawrence E. Young
                       Kevin Carmody
                       AP Services, LLC
                       2000 Town Center, Suite 2400
                       Southfield, Michigan 48075,

Debtors'
Claims Agent: The Garden City Group, Inc.
              105 Maxess Road
              Melville, New York 11747

The Debtors' financial condition as of January 31, 2009:

Total Assets: $1,336,600,000

Total Debts: $1,405,200,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
HLI Retirement Plan Master     retiree           $205,000,000
Trust: Retiree Benefits        obligations
(accumulated retiree medical
and pension liabilities)
David Jorgensen
15300 Centennial Dr.
Northville, MI 48168
Tel. #: 734-737-5679
Fax #: 212-902-3000

Bond Debt (US Bank -           bond debt         $177,093,598
Indenture Trustee)
Lee Mitau - General Counsel
800 Nicollet Mall
Minneapolis, MN 55402
Tel. #: 612-659-2000
Fax #: 800-621-3213

Blue Cross/Blue Shield of      trade debt        $854,676
Michigan
Group Plan Administration
P.O. Box 33608
Kansas City, MO 64141
Tel. #: 1-800-848-5101
Fax #: 313-225-5629

Robert Bosch Co.               trade debt        $801,808
Corporate Offices
38000 Hills Tec Dr.
Farmington Hills, MI 48331
Tel. #: 248-876-1000
Fax #: 248-876-1116

ADP                            trade debt        $490,739

Heidtman - Ford Q9T00          trade debt        $374,687

GE Capital Financial           trade debt        $374,462

TimcoTX                        trade debt        $365,488

Lear Corporation               trade debt        $358,888

PPG Industries Inc.            trade debt        $304,966

Aleaciones y Metales           trade debt        $267,580

Continental Automotive         trade debt        $264,543

Professional Benefits Services trade debt        $261,372

State of Missouri-AGO          trade debt        $255,994

American Express Bank, FSB     trade debt        $253,138

Trelleborg Sealing Solutions   trade debt        $249,399

Heritage Industrial Finishing  trade debt        $239,639

Ace USA                        trade debt        $200,964

Weil, Gotshal & Manges, LLP    trade debt        $196,117

Essar Steel Algoma Inc.        trade debt        $188,904

Dassault Systemes Simulia      trade debt        $176,112
Corporation

Advance PCS                    trade debt        $176,039

Ideal Tool & Manufacturing     trade debt        $159,671

Midwest Acoust A-Fiber         trade debt        $153,974

Oracle Corporation             trade debt        $140,224

PennEngineering, Inc.          trade debt        $136,852

Industrial Mechanical, Inc.    trade debt        $133,816

SPRINGCO Metal Coating         trade debt        $125,322

GaiaTech                       trade debt        $110,644

Stamco Industries, Inc.        trade debt        $108,640

The petition was signed by Mark Brebberman, vice president and
chief financial officer.


HERCULES OFFSHORE: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hercules Offshore Inc. to 'B+' from 'BB-'.  At the same
time, S&P lowered the rating on Hercules' $1.05 billion bank
facilities to 'BB-' (one notch higher than the corporate credit
rating on the company) from 'BB'.  The recovery rating is '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of default.  The outlook is negative.

"The rating action reflects rapidly deteriorating market
conditions that have resulted in very low utilization and soft day
rates," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "We believe the company's lower specification jackup
assets and its exposure to the unpredictable Gulf of Mexico market
make it highly unlikely that management will be able to improve
operations substantially over the near term, thus leading to
covenant concerns later in the year."  As of March 31, 2009,
Hercules had approximately $1.0 billion in debt, adjusted for
operating leases.  Hercules provides shallow-water drilling and
marine services to the oil and gas industry.

The negative outlook reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  These conditions may lead to very tight cushion
under the company's debt to EBITDA covenants if not amended.  If
operations continue to deteriorate such that there is limited room
under the company's covenants, S&P may consider a downgrade.  S&P
may revise the outlook to stable should the company's performance
improve materially, which would limit covenant concerns.


HIGH PLAINS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: High Plains Real Estate Group, LLC
        1255 East 3900 South, Ste 300
        Salt Lake City, UT 84124

Bankruptcy Case No.: 09-24765

Chapter 11 Petition Date: May 9, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Tyler J. Jensen, Esq.
                  LeBaron & Jensen, P.C.
                  476 West Heritage Park Blvd.
                  Suite 200
                  Layton, UT 84041
                  Tel: (801) 773-9488
                  Fax: (801) 773-9489
                  Email: tylerjensen@lebaronjensen.com

Estimated Assets: $0 to $50,000

Estimated Debts: $100,000,001 to $500,000,000

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

The petition was signed by Ilya Gonta, manager of the Company.


HOTEL ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hotel Enterprises of Port
           dba Holiday Inn Express & Suites Charlotte, Inc.
        2024 W. Cleveland St.
        Tampa, FL 33606

Bankruptcy Case No.: 09-09554

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Hotel Management of Port Charlotte, Inc.       09-09555
    Momentum Hospitality II, LLC                   09-09557
    Momentum Hospitality III, LLC                  09-09560

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: sstichter.ecf@srbp.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

      http://bankrupt.com/misc/flmb09-09554.pdf

The petition was signed by Sarju Patel.


HUNTSMAN CORP: Posts $290 Million First Quarter Net Loss
--------------------------------------------------------
Huntsman Corp. has reported a $290 million net loss, or $1.24 loss
per diluted share, in the first quarter 2009, compared to net
income attributable to the Company of $7 million or $0.03 per
diluted share for the same period in 2008 and net income
attributable to the Company of $598 million or $2.53 per diluted
share for the fourth quarter of 2008.

Adjusted net loss from continuing operations attributable to
Huntsman for the first quarter of 2009 was $274 million or $1.17
loss per diluted share including tax expense of $146 million or
$0.62 per diluted share due to the establishment of a tax
valuation allowance in the U.K.  Excluding the tax valuation
allowance the first quarter 2009 loss from continuing operations
attributable to Huntsman Corporation was $128 million or $0.55
loss per diluted share.  This adjusted net loss reflects a
decrease compared to adjusted net income from continuing
operations attributable to Huntsman of $17 million or $0.07 per
diluted share for the same period in 2008 and adjusted net loss
from continuing operations attributable to Huntsman Corporation of
$91 million or $0.38 loss per diluted share for the fourth quarter
of 2008.

Revenues for the first quarter of 2009 were $1,693 million, a
decrease of 33% compared to $2,540 million for the first quarter
of 2008 and a decrease of 17% compared to $2,048 million for the
fourth quarter of 2008.

As of March 31, 2009, Huntsman had $1,115 million of combined cash
and unused borrowing capacity consisting of $473 million cash and
$642 million available borrowings under the Company's credit
facilities.  Huntsman generated positive cash flow through
aggressive management of the Company's primary working capital.

This available liquidity uniquely positions the Company's business
during these challenging economic times.

On April 16, 2009, the Company announced that as a matter of
precautionary planning the Company's wholly owned subsidiary
Huntsman International LLC entered into a credit agreement waiver
with lenders of its $650 million revolving credit facility.  Among
other things the waiver relaxed the senior secured leverage ratio
covenant from 3.75 to 1.00 to 5.00 to 1.00 for the measurement
periods between June 30, 2009 and June 30, 2010.

On January 22, 2009, the Company announced a company-wide
initiative to reduce costs across all divisions and functions.
Including steps begun in the fourth quarter of 2008, the Company
intends to reduce its full-time employment by approximately 1,250
positions -- nearly 10% of all employees.  In addition, full-time
contractor positions will be reduced by 490.

Annualized operating cost savings from all elements of the
initiative are estimated to be $150 million.

Adjusted EBITDA from continuing operations for the first quarter
of 2009 was $50 million compared to $188 million for the same
period in 2008 and $51 million for the fourth quarter of 2008.

The Company continues to pursue the Company's multi-billion dollar
fraud and tortuous interference claims against Credit Suisse and
Deutsche Bank.  The court in Montgomery County, Texas has ordered
mediation to begin on May 13, 2009 and trial to commence on
June 8, 2009.

Peter R. Huntsman, the Company's President and CEO, stated, "Our
results for the first quarter of 2009 reflect decreased demand in
all the Company's businesses resulting from the worldwide economic
slowdown.  Although average demand for the quarter was soft, in
fact it was softer than the fourth quarter, the Company did see
positive order patterns within the first quarter and left the
quarter with stronger demand than the Company entered.  We have
taken aggressive action to manage those business elements within
the Company's control.  We are ahead of target and schedule to
eliminate in excess of $150 million from the Company's cost
structure.  We are actively managing the Company's working capital
for improvements to provide additional liquidity and the Company
have obtained a waiver to the Company's credit agreement that
relaxes certain covenants and preserves the Company's ability to
access the Company's $650 million revolver."

He added, "With our strong liquidity and lower cost structure we
are well positioned for the current recession and to prosper as we
see a return to normal market conditions."

Three Months Ended March 31, 2009 Compared to Three Months Ended
March 31, 2008

Revenues for the three months ended March 31, 2009, decreased to
$1,693 million from $2,540 million during the same period in 2008.
Revenues decreased due to lower sales volumes and lower average
selling prices in all of the Company's segments.

For the three months ended March 31, 2009, EBITDA was $30 million
compared to $170 million in the same period in 2008.  Adjusted
EBITDA from continuing operations for the three months ended
March 31, 2009, was $50 million compared to $188 million for the
same period in 2008.

Polyurethanes

The decrease in revenues in the Polyurethanes segment for the
three months ended March 31, 2009, compared to the same period in
2008 was primarily due to lower MDI sales volumes and overall
lower average selling prices.  MDI sales volumes decreased
primarily due to lower demand in all regions and across all major
markets as a result of the worldwide economic slowdown.  MDI
average selling prices decreased primarily due to competitive
pressures, lower raw material costs and the strength of the U.S.
dollar against major European currencies.  PO and MTBE sales
volumes increased due to stronger demand while average selling
prices decreased with lower raw material costs.  The decrease in
EBITDA in the Polyurethanes segment was primarily the result of
lower MDI sales volumes and margins partially offset by lower
general and administrative costs.

Advanced Materials

The decrease in revenues in the Advanced Materials segment for the
three months ended March 31, 2009, compared to the same period in
2008 was due to lower sales volumes and lower average selling
prices.  Sales volumes decreased due to lower demand in all
regions and across all major markets as a result of the worldwide
economic slowdown.  Average selling prices decreased primarily as
a result of increased competition in the Company's base resins
market and the strength of the U.S. dollar against major European
currencies.  The decrease in EBITDA was primarily due to lower
sales volumes, partially offset by lower raw material and fixed
costs.

Textile Effects

The decrease in revenues in the Textile Effects segment for the
three months ended March 31, 2009, compared to the same period in
2008 was due to lower sales volumes and lower average selling
prices.  Sales volumes decreased primarily due to lower demand for
Apparel and Home Textile products, as well as for Specialty
Textiles products in all regions as a result of the worldwide
economic slowdown.  Average selling prices decreased primarily as
a result of the strength of the U.S. dollar against major European
currencies, the Indian Rupee and Brazilian Real while selling
prices in local currency were higher in Asia and the Americas.
The decrease in EBITDA was primarily due to lower sales volumes,
partially offset by lower raw material and fixed costs.

Performance Products

The decrease in revenues in the Performance Products segment for
the three months ended March 31, 2009, compared to the same period
in 2008 was due to a decrease in both average selling prices and
sales volumes.  Average selling prices decreased in response to
lower raw material costs.  Sales volumes decreased across most
product lines primarily due to the worldwide economic slowdown.
The increase in EBITDA in the Performance Products segment was
mainly due to higher contribution margins resulting from lower raw
material costs.  Also, in the prior year period the Company's Port
Neches, Texas facility underwent an extended turnaround and
inspection, the financial impact of which the Company estimate was
approximately $14 million.

Pigments

The decrease in revenues in the Pigments segment for the three
months ended March 31, 2009, compared to the same period in 2008
was due to lower sales volumes and lower average selling prices.
Sales volumes decreased primarily due to lower demand in all
regions as a result of the worldwide economic slowdown.  Average
selling prices decreased primarily as a result of the strength of
the U.S. dollar against major European currencies while selling
prices in local currency were higher.  The decrease in EBITDA in
the Pigments segment was primarily due to lower sales volumes and
higher restructuring and plant closing costs.  During the three
months ended March 31, 2009, the Pigments segment recorded
restructuring, impairment and plant closing costs of $13 million
compared to $1 million for the same period in 2008.

Discontinued Operations

On November 5, 2007, the Company completed the sale of the assets
that comprised the Company's U.S. base chemicals business to Flint
Hills Resources.  On August 1, 2007, the Company completed the
sale of the majority of the assets that comprised the Company's
Polymers segment to Flint Hills Resources.  Results from these
businesses have been classified as discontinued operations.

Corporate and Other

Corporate and other items include the results of the Company's
Australia styrenics business, unallocated foreign exchange gains
and losses, unallocated corporate overhead, loss on the sale of
accounts receivable, merger and related litigation associated
income and expense, income and expense attributable to
noncontrolling interests, unallocated restructuring costs, gain
and loss on the disposition of assets and other non-operating
income and expense.  In the first quarter of 2009, the total of
these items was a loss of $51 million compared to a loss of
$63 million in the comparable period of 2008.  The increase in
EBITDA from these items was primarily the result of an $8 million
increase in income attributable to noncontrolling interests and a
$6 million increase in unallocated foreign exchange gains
($2 million in gains in the 2009 period compared to $4 million in
losses in the 2008 period).

Income Taxes

During the three months ended March 31, 2009, the Company recorded
$138 million of income tax expense compared to $4 million of
income tax expense in the comparable period of 2008.  During the
first quarter of 2009, the Company established a valuation
allowance of $146 million on the Company's U.K. net deferred tax
assets, primarily as a result of cumulative losses through the
current period.

Liquidity, Capital Resources and Outstanding Debt

As of March 31, 2009, the Company had $1,115 million of combined
cash and unused borrowing capacity compared to $1,291 million at
December 31, 2008.  During the three months ended March 31, 2009,
net debt plus outstandings under the Company's off-balance sheet
accounts receivable securitization program decreased $37 million.

On April 16, 2009, the Company announced that the Company's wholly
owned subsidiary, Huntsman International LLC, entered into a
credit agreement waiver with the lenders under its $650 million
revolving credit facility.  The waiver relaxes the senior secured
leverage ratio covenant from 3.75 to 1.00 to 5.00 to 1.00 for the
measurement periods between June 30, 2009 and June 30, 2010.  The
waiver, among other things, also modifies the definition of
Consolidated EBITDA and permits Huntsman International LLC to add
back any lost profits attributable to Hurricanes Gustav and Ike
that occurred in 2008.  Additionally, the amount of permitted cash
charges that can be added back to Consolidated EBITDA was
increased from $100 million to $200 million.

As consideration for the waiver, Huntsman International offered a
one-time payment of 50 basis points to consenting lenders.  In
addition the LIBOR spread on borrowed funds under the revolving
credit facility increased to 400 basis points.  Among other
things, Huntsman also agreed not to make aggregate restricted
payments greater than $100 million plus Available Equity Proceeds
during the waiver period.

During the first quarter 2009, the Company achieved a favorable
cash benefit from changes in accounts receivable, inventory and
accounts payable of $58 million.  For the three months ended
March 31, 2009, total capital expenditures were $61 million
compared to $109 million for the same period in 2008.  The Company
expect to spend approximately $230 million on capital expenditures
in 2009 compared to approximately $418 million in 2008.

The Company continues to pursue the Company's multi-billion dollar
fraud and tortious interference claims against Credit Suisse and
Deutsche Bank in the Montgomery County, Texas court.  Any
potential recovery resulting from this litigation may impact the
Company's liquidity.  In connection with the Company's ongoing
insurance claim related to the April 29, 2006 Port Arthur, Texas,
fire, the Company have received partial insurance proceeds to date
of $365 million.  The Company has claimed an additional
$243 million as presently due and owing and unpaid under the
Company's insurance policies as of March 31, 2009.  The settlement
of insurance claims will continue during 2009.  Any anticipated
recoveries are expected to be used to repay secured debt.

                          About Huntsman

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging. Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

                       *     *     *

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.

As reported by the TCR on March 19, 2009, Standard & Poor's
Ratings Services said it lowered its ratings on Huntsman Corp.,
including its corporate credit rating to 'B' from 'BB-'.  The
ratings remain on CreditWatch with negative implications.  At the
same time, S&P assigned its '5' recovery rating, indicating the
expectation of modest recovery (10%-30%) in the event of a
default, to Huntsman International LLC's existing $300 million
senior unsecured notes. S&P also assigned a '6' recovery rating,
indicating the expectation of negligible recovery (0%-10%) in the
event of a default, to Huntsman International LLC's existing
subordinated notes aggregating $1.285 billion.


INTEGRA TELECOM: S&P Downgrades Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Integra Telecom Inc. and its funding subsidiary Integra Telecom
Holdings Inc.  S&P lowered the corporate credit and first-lien
bank loan ratings at subsidiary Integra Telecom Holdings to 'CC'
from 'CCC'.  S&P also lowered both the second-lien bank loan
rating at Integra Telecom Holdings and the unsecured debt rating
at parent Integra to 'C' from 'CC'.  At the same time, S&P placed
the ratings on CreditWatch with negative implications.

Portland, Oregon-based Integra is a competitive local exchange
carrier.  At Sept. 30, 2008, the company had $1.2 billion of total
funded debt outstanding.

With the expiration of a creditor waiver, the company is now in
technical default under its first-lien credit agreement.

"We expect that this situation will be resolved through some
negotiated recapitalization among the various creditor groups,
either inside or outside of bankruptcy," said Standard & Poor's
credit analyst Catherine Cosentino.  Under either scenario, the
first-lien facility may continue to be serviced.  S&P will monitor
developments and respond accordingly.


INTERLAKE MATERIAL: Court Sets June 4 General Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established June 4, 2009, at 5:00 p.m. (PT) as the general bar
date for filing of proofs of claim in Interlake Material handling,
Inc., et al.'s bankruptcy cases.

Governmental units have until July 6, 2009, at 5:00 p.m. (PT) to
file proofs of claim.

Proofs of claim must be mailed so as to be actually received on or
before the applicable bar dates, to:

     Kurtzman Carson Consultants LLC
     Attn. Interlake Claims Processing Center
     2335 Alaska Avenue, El Segundo, California 90245

For queries regarding this notice, please contact counsel to the
Debtors:


     Winston & Strawn, LLP
     Attn: Myja K. Kjaer
     35 W. Wacker Drive
     Chicago, Illinois 60601-9703
     Tel: (312) 558-5600

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP is
the Debtors' local counsel.  Lake Pointe Partners, LLC is the
Debtors' financial advisor.  Kurtzman Carson Consultants LLC is
the claims agent for the Debtors.  Lowenstein Sandler PC
represents the official committee of unsecured creditors as
counsel.  Stevens & Lee, P.C., represents the committee as
Delaware counsel.

When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


IRVINE SENSORS: Receives Nasdaq Non-Compliance Notice
-----------------------------------------------------
Irvine Sensors Corporation received a Nasdaq Staff Determination
on April 30, 2009, indicating that the Company is not in
compliance with the minimum stockholders' equity requirement for
continued listing set forth in Nasdaq Listing Rule 5550(b) because
the Company's stockholders' equity is below the Nasdaq minimum
stockholders' equity listing requirement of $2,500,000, and that
the Company's securities are, therefore, subject to delisting from
The Nasdaq Capital Market.

The Company has requested a hearing to appeal the Staff
Determination before a Nasdaq Listing Qualifications Panel and to
present the Company's plan for regaining compliance with
Rule 5550(b).

                      About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JER INVESTORS: Wants to Modify Terms of Trust Preferred Shares
--------------------------------------------------------------
JER Investors Trust Inc. did not make interest payments due on
April 30, 2009, related to its outstanding trust preferred
securities.  Under the governing documents for those securities,
the failure to make an interest payment is subject to a 30-day
cure period before constituting an event of default.  JER says it
is currently in negotiations with the purchasers of these
securities and is seeking to modify the timing and amount of the
interest payments accruing to the holders of the trust preferred
shares and other items.

In April 2007, JER issued $60.0 million of trust preferred
securities through an unconsolidated subsidiary named JERIT TS
Statutory Trust I, in a private transaction exempt from
registration under the Securities Act of 1933, as amended.
Concurrently, the Company issued $61.9 million in junior
subordinated debentures to the Trust and made a $1.9 million
common equity investment in the Trust.  The trust preferred
securities have a 30-year term ending April 2037, are redeemable
at par on or after April 30, 2012, and pay distributions at a
fixed rate of 7.2%, excluding amortization of fees and expenses,
for the first five years ending April 2012, and, thereafter, at a
floating rate of three month LIBOR plus 225 basis points,
excluding amortization of fees and expenses.  The assets of the
Trust consist solely of the $61.9 million of junior subordinated
notes concurrently issued by us, with terms that mirror the trust
preferred securities.

The Company did not make interest payments due on April 30, 2009,
on the junior subordinated debentures maturing in 2037 underlying
the trust preferred securities related to JERIT TS Statutory Trust
I.  Under the indenture governing the junior subordinated
debentures, the failure to make an interest payment is subject to
a 30-day cure period before constituting an event of default.

The Company is currently in negotiations with the holders of the
trust preferred securities, and is seeking to restructure the
timing and amount of the interest payments accruing to such
holders, among other items.

Incorporated in Maryland and with its headquarters in McLean,
Virginia, JER Investors Trust Inc. (OTC Bulletin Board: JERT) --
http://www.jer.com/-- is a specialty finance company that
originates and acquires commercial real estate structured finance
products, including commercial mortgage backed securities,
mezzanine loans and B-Note participations in mortgage loans,
commercial mortgage loans and net leased real estate investments.
JER Investors Trust Inc. is organized and conducts its operations
so as to qualify as a real estate investment trust ("REIT") for
federal income tax purposes.  The company's balance sheet dated
March 31, 2009, shows $307 million in assets and $279 million in
liabilities.


JJM-63 RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: JJM-63 Restaurant Corp.
           dba Ciao Baby
        204 E Jericho Tpke
        Commack, NY 11725

Bankruptcy Case No.: 09-73310

Chapter 11 Petition Date: May 8, 2009

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

Judge: Robert E. Grossman

Debtor's Counsel: Harold S. Berzow, Esq.
                  Ruskin Moscou Faltischek
                  1425 RexCorp Plaza
                  Uniondale, NY 11556
                  Tel: (516) 663-6596
                  Fax: (516) 663-6796
                  Email: hberzow@rmfpc.com

Estimated Assets: $100,001 to $500,000

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

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

    http://bankrupt.com/misc/nyeb09-73310.pdf

The petition was signed by Joseph DiGirolomo, president of the
Company.


JOHN DI NARDO: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: John Di Nardo
        43930 Trillium Dr
        Sterling Heights, MI 48314

Bankruptcy Case No.: 09-54570

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Stuart M. Rudick, Esq.
                  24001 Southfield
                  Suite 200
                  Southfield, MI 48075
                  Tel: (248) 559-8774
                  Email: srudickbanklaw@yahoo.com

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

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

A list of Mr. Nardo's 19 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/mieb09-54570.pdf

The petition was signed by Mr. Nardo.


KA & JM: Files for Chapter 11 in Orlando
----------------------------------------
KA & JM Development Inc. filed a Chapter 11 petition on May 6
before the U.S. Bankruptcy Court for the Middle District of
Florida (Orlando), Bloomberg's Bill Rochelle said.

KA & JM owns a condominium project named Villas at Lake Eve but no
units have been sold.

The development owes $38.2 million to the secured lender
SunTrust Bank.

KA & JM Development Inc. is a developer of a 176-unit residential
condominium project in Orlando, Florida.


KRISPY KREME: Moody's Affirms 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors service raised Krispy Kreme Doughnut
Corporation's speculative grade liquidity rating to SGL-3 from
SGL-4 reflecting the company's improved liquidity subsequent to
its latest amendment to its credit agreement.  The company's
Corporate Family Rating of Caa1 and rating of the senior secured
credit facilities rating of B3 are affirmed.  The rating outlook
remains negative.

Krispy Kreme's upgrade to SGL-3 captures the company's modestly
improved liquidity position highlighted by financial covenant
loosening as a result of the amendment.  In April 2009, the
company amended its secured credit facilities by relaxing interest
coverage covenant over the next two fiscal years, among other
revisions.  In conjunction with the terms of this amendment, the
company was obligated to prepay $20 million of term debt from cash
on the balance sheet and reduce its secured $30 million revolving
credit facility commitment to $25 million.  Also supporting the
SGL-3 rating is the Krispy Kreme's manageable amortization
schedule and its modest cash balance (approximately $17M remained
after the debt paydown).  Krispy Kreme's weakening free cash flow
generation projected over the next four quarters (though still
expected to be breakeven) and reduced availability under the
revolving credit facility, temper the rating.

Additionally, while recognizing the increased covenant headroom
resulting from the aforementioned amendment and prepayment,
Moody's cautions that most of Kripsy Kreme's operations likely
remain under pressure.  To this point, Moody's note that any
decline in operating performance and cash flow generation in
conjunction with scheduled covenant step downs could erode the
newly afforded covenant cushion.  If this occurs, both the
company's SGL and long-term rating could be pressured downward.

Krispy Kreme's corporate family rating of Caa1 and negative
outlook depict the company's weak credit metrics, lack of product
diversification, and top line pressure driven by declining
customer traffic and product demand.  Moody's anticipates that
these challenges will lead to further operating margin
deterioration due to Krispy Kreme's high fixed cost structure that
could mitigate potential gains from both commodity and
transportation cost moderation.  Thus far, the company's effort in
transitioning itself into a more franchisee-based operation from a
company-focused model has not translated into meaningful positive
impact on its financial results; to the contrary, the continuously
contracting domestic store base would further constrain the
revenues and profitability, especially in its supply chain
business segment over the intermediate term.  Also, Moody's
remains concerned for the health of the company's existing
franchisee network as the average unit volume decline persists and
some large franchisees, particularly those in markets outside of
its traditional southeastern region, continue to struggle.
Favorably, the affirmation of the CFR reflects the company's
strong brand recognition, geographic diversification, and its
success in resolving some legacy litigation and material
weaknesses issues which were negatively influencing its credit
assessment in the past.

The B3 ratings for Krispy Kreme's senior secured credit
facilities, one notch above the CFR, evidences the first lien
security on substantially all property and assets, a stock pledge
of domestic subsidiaries, a full guarantee of the same entities,
and the considerable amount of junior debt within the overall
capital structure.  Given the company's reduced profitability,
Moody's is revising its recovery rate estimate and the Probability
of Default rating to Caa2 from Caa3 according to Moody's LGD
guidelines.

These ratings are affected:

* Speculative Grade Liquidity rating -- raised to SGL-3 from SGL-4

* Probability of Default Rating -- revised to Caa2 from Caa3

Ratings affirmed:

* Corporate Family Rating -- Caa1

* Senior secured revolving bank credit facility due 2013 -- to B3
  (LGD-2, 28%)

* Senior secured bank credit facility due 2014 -- B3 (LGD-2, 28%)

The ratings outlook remains negative.

Moody's last rating action for Krispy Kreme occurred on September
13, 2007 when its speculative grade liquidity ratings was lowered
to SGL-4 from SGL-3 and outlook was revised to negative from
stable.

Kripsy Kreme Doughnut Corporation, headquartered in Winston-Salem,
North Carolina, is a leading branded retailer and wholesaler of
its namesake doughnuts.  Krispy Kreme generates annual net sales
and system-wide sales of approximately $384 million and $775
million respectively.


KRONOS INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service lowered Kronos International, Inc.'s
Corporate Family Rating to Caa3 from Caa1, and the rating on the
EUR400 million senior secured notes due 2013 to Ca.  The downgrade
reflects KII's lack of resolution to its short-term financing
needs and attendant weak liquidity, and expectations that KII will
not generate positive free cash flow in the near-term.  This
rating action concludes the review commenced February 26, 2009.
The rating outlook is negative.  These summarizes the ratings
changes:

Ratings downgraded:

Kronos International Inc.

* Corporate family rating -- Caa3 from Caa1

* Probability of default rating -- Caa3 from Caa1

* EUR400 million 6.5% Sr Sec Notes due 2013 -- Ca (LGD5, 72%) from
  Caa2 (LGD5%, 71%)

The CFR downgrade reflects KII's weak liquidity due to the lack of
available committed short-term financing to fund its operations as
well as expectations for break even or negative free cash flow
generation in 2009.  KII's generated negative $15 million of free
cash flow in the first quarter of 2009, despite idling certain
plants for part of the quarter and inventory reductions being a
source of $69 million of cash.  The company did make the $17
million interest payment on its notes due April 15, 2009.
Continued weakness in the global titanium dioxide market (and in
KII's main European TiO2 market in particular), customer inventory
de-stocking efforts and lower capacity utilization rates as a
result of lower market demand negatively impacted KII's first
quarter results.

KII lost access to its revolver after a shortfall in first quarter
EBITDA resulted in non-compliance with the revolver's financial
covenants.  The company recently announced that its lenders agreed
to a second waiver of the covenants compliance requirement through
June 15, 2009; it is uncertain when the company will reach a long-
term solution to address its inability to comply with the
revolving credit facility financial covenants and provide access
to further funding.  The waivers result in KII not being in
default under the revolver's financial covenants and therefore the
company is not required to repay the $68.9 million of existing
borrowings, but the company does not have the ability to borrow
the balance of the unused commitments.  The firm's profitability
is not expected to rebound sufficiently for the covenants to be
met until some time in 2010.  The facility has two financial
covenants (Net Secured Debt/EBITDA not greater than 0.70:1.00 and
Net Financial Debt / Equity not greater than 0.50:1.00) that are
tested quarterly.  The credit rating reflects KII's current lack
of unused committed liquidity sources and does not assume that KII
will be supported by its equity owners or related entities, which
could provide additional capital.  There has been no statement
from the company that such support has been requested or will be
forthcoming.

The negative outlook reflects Moody's expectation that KII will
not generate significant positive free cash flow in the near-term
as potential pressure on selling prices, reduced capacity
utilization rates, and lower volumes impact financial results.
The outlook for the full year 2009 remains uncertain.  The rating
could be lowered if the company misses interest or other payments,
enters into a distressed exchange or files for bankruptcy
protection.  Before the outlook could be changed to stable, the
company would be expected to amend its revolver to provide
meaningful liquidity for more than one year.

Moody's most recent announcement concerning the ratings for KII
was on February 26, 2009, when KII's rating was lowered to Caa1
from B2 on concerns over liquidity and weak industry conditions,
and the ratings were put under review for further possible
downgrades.

Kronos International, Inc., a wholly owned subsidiary of Kronos
Worldwide, Inc., headquartered in Dallas, Texas, produces and
markets TiO2 pigments in Europe.  For the LTM ended March 31,
2009, the company reported sales of $885 million.


MANITOWOC CO: S&P Downgrades Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Manitowoc Co. Inc., including the long-term corporate credit
rating to 'BB-' from 'BB'.  The outlook is negative.

"The rating actions reflect our expectation that operating
conditions will remain challenging and that the company's credit
measures will deteriorate beyond our previous range of
expectations," said Standard & Poor's credit analyst Helena Song.
In addition, the company will seek to amend financial covenants.
Conditions in Manitowoc's key end markets, especially in the crane
sector, have been difficult and appear unlikely to improve
meaningfully in the near term.

The ratings reflect Manitowoc's somewhat diversified and leading
global positions in both the cyclical construction and industrial
end markets and the more-stable food service market.  This profile
is augmented by the 2008 acquisition of Enodis, which S&P expects
modestly enhances the company's business risk profile.  Still,
Standard & Poor's Ratings Services' ratings take into account the
company's aggressive financial risk profile stemming from an
expansive, albeit strategic acquisition policy.

The Manitowoc, Wisconsin-based company manufactures products for
two distinct segments-cranes and food service equipment-in which
it holds broad, market-leading positions.  The company also
maintains good customer, product, and geographic diversity, and
oversees low-cost and efficient global manufacturing operations.

Manitowoc's financial profile is aggressive.  S&P expects the
company to generate cash flow from operations and use it to reduce
leverage.  As of March 31, 2009, total debt (including operating
leases and postretirement benefit obligations) to EBITDA was about
5.1x and funds from operations to total debt was about 18%.  These
credit measures are likely to deteriorate further given the
challenging operating environment.  For example, FFO to total debt
is likely to approach 10% at the end of 2009.  Standard & Poor's
expects total debt to EBITDA of about 4x and FFO to total debt in
the 15-20% range over the cycle for the current rating.

S&P could lower the ratings further if the company is delayed in
amending its covenants or if S&P consider relief to be inadequate.
S&P considers the cyclicality in the crane business to be a risk
and have incorporated this in S&P's sales and operating margin
forecast for the company's crane operations.  Any further
deceleration from S&P's current expectations could result in a
downgrade even if Manitowoc is able to meet financial covenants or
obtain any necessary waivers or amendments if such an event
occurs.  For example, S&P could lower ratings if FFO to total debt
appears likely to remain less than 15% for a sustained period.


MARK INDUSTRIES: Section 341(a) Meeting Scheduled for June 23
-------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Mark IV Industries Inc. and its debtor-affiliates on June 23,
2009, at 2:00 p.m. (Eastern Daylight Time), at 80 Broad Street,
4th Floor in New York.

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 Mark IV

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.

The Company and 17 of its affiliates filed for Chapter 11
protection on April 30, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-12795).  Jay M. Goffman, Esq., Eric Ivester, Esq., and
Matthew M. Murphy, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  The
Debtors selected Zolfo Cooper as restructuring advisor; Houlihan
Lokey as investment banker and financial advisor; Sitrick and
Company as public relations advisor; and Epiq Bankruptcy Solutions
LLC as claims agent.  When the Debtors filed for protection from
their creditors, they listed assets between $100 million and
$500 million, and debts of more than $1 billion.


MGM MIRAGE: Liquidity Crisis Looms, Raises Bankruptcy Warning
-------------------------------------------------------------
MGM MIRAGE filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q for the period ended March 31, 2009.

MGM MIRAGE has significant indebtedness and significant financial
commitments in 2009.  As of March 31, 2009, the Company had
approximately $14.4 billion of total debt.  MGM MIRAGE said it is
uncertain as to whether it will be able to generate cash flows
from operations or through asset dispositions to fund its 2009
financial commitments and cannot provide any assurances that it
will be able to raise additional capital to fund its anticipated
expenditures in 2009.

In late February 2009, the Company borrowed $842 million under its
senior credit facility, which amount represented -- after giving
effect to $93 million in outstanding letters of credit -- the
total amount of unused borrowing capacity available under its
$7.0 billion senior credit facility.  In connection with the
waivers and amendments, the Company repaid $300 million on
March 17, 2009, and $100 million on April 29, 2009, under the
senior credit facility.  The amounts are not available for
reborrowing without the consent of the lenders.  The Company has
no other existing sources of borrowing availability, except to the
extent it pays down further amounts outstanding under the senior
credit facility.

As of March 31, 2009, the Company was not in compliance with its
financial covenants under its senior credit facility.  On March 16
the Company entered into an amendment and waiver to its senior
credit facility, which provided for, among other conditions, a
waiver of the requirement that the Company comply with such
financial covenants through May 15.  In addition to the March 16
amendment and waiver, the Company entered into subsequent
amendments to the senior credit facility allowing for additional
investments in CityCenter and, on April 29, 2009, the Company
entered into a further amendment and waiver through June 30, 2009
which provided for:

   -- The Company was able to fulfill its remaining equity
      commitment to CityCenter through the issuance of an
      irrevocable letter of credit in the amount of $224 million
      and entered into a revised completion guarantee;

   -- The Company granted security interests in the assets of Gold
      Strike Tunica and certain undeveloped land of the Las Vegas
      Strip, subject to gaming and other approvals, to secure debt
      under the facility in an amount up to $300 million;

   -- MGM Grand Detroit, which is a co-borrower under the senior
      credit facility, agreed to grant the lenders a security
      interest in its assets to secure its borrowings under the
      facility, subject to gaming and other approvals.

Following expiration of the current waiver on June 30, 2009, the
Company will be subject to an event of default related to the
noncompliance with financial covenants under the senior credit
facility at March 31, 2009. Under the terms of the senior credit
facility, noncompliance with such financial covenants is an event
of default, under which the lenders (with a vote of more than 50%
of the lenders) may exercise any or all of these remedies:

   -- Terminate their commitments to fund additional borrowings;

   -- Require cash collateral for outstanding letters of credit;

   -- Demand immediate repayment of all outstanding borrowings
      under the senior credit facility;

   -- Decline to release subsidiary guarantees, which would impact
      the Company's ability to execute asset dispositions.

In addition, there are provisions in the Company's indentures
governing its senior and senior subordinated notes under which a)
the event of default under the senior secured credit facility, or
b) the remedies under an event of default under the senior credit
facility, would cause an event of default under the relevant
senior and senior subordinated notes, which would allow holders of
the Company's senior and senior subordinated notes to demand
immediate repayment and decline to release subsidiary guarantees.
If the lenders exercise any or all such rights, the Company may
determine to seek relief through a filing under the U.S.
Bankruptcy Code.

"The conditions and events described raise a substantial doubt
about the Company's ability to continue as a going concern," MGM
MIRAGE said.

The Company intends to work with its lenders to obtain additional
waivers or amendments prior to June 30, 2009 to address future
noncompliance with the senior credit facility; however, the
Company can provide no assurance that it will be able to secure
such waivers or amendments.

The Company has also retained the services of outside advisors to
assist the Company in instituting and implementing any required
programs to accomplish management's objectives.  The Company is
evaluating the possibility of a) disposing of certain assets, b)
raising additional debt or equity capital, and c) modifying or
extending its long-term debt.  However, there can be no assurance
that the Company will be successful in achieving its objectives.

As reported by the Troubled Company Reporter on May 5, 2009, MGM
MIRAGE reported net income of $105.1 million on total revenues of
$1.66 billion for the three months ended March 31, 2009, compared
to $118.3 million in net income on $1.88 billion in total revenues
for the same period in 2008.  The current year results include a
gain related to the sale of the Treasure Island hotel and casino.

At March 31, 2009, the Company had $23.8 billion in total assets;
$16.0 billion in total current liabilities, $3.34 billion in
deferred income tax obligations, $3.99 million in long-term debt,
and $391.6 million in other long-term obligations; and
$4.09 billion in stockholders' equity.  At March 31, 2009, the
Company had roughly $14.4 billion of borrowings outstanding and
its cash balance was roughly $1.4 billion.

A full-text copy of MGM MIRAGE's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3cb9

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MGM MIRAGE: Inks Employment Agreement with CEO Murren
-----------------------------------------------------
MGM MIRAGE entered into an employment agreement with James J.
Murren, the Chairman of the Board of Directors and Chief Executive
Officer of the Company.

MGM MIRAGE on April 27, 2009, entered into an Employment Agreement
with James J. Murren, the Chairman of the Board of Directors and
Chief Executive Officer of the Company, with an effective date of
April 6, 2009.

As reported by the Troubled Company Reporter, MGM MIRAGE entered
into a binding Term Sheet on April 6, for a new employment
agreement with Mr. Murren.  The New Employment Agreement, upon
finalization -- based on the Term Sheet -- and execution, will
supersede and replace the current employment agreement, which
agreement would otherwise have expired on January 4, 2010, between
the Company and Mr. Murren.

The New Employment Agreement expires April 7, 2013.  Effective
December 1, 2008, through the end of the Employment Term, MGM
MIRAGE will pay Mr. Murren a minimum annual salary of $2,000,000.
Mr. Murren is entitled to an annual bonus determined under the
Company's Annual Performance-Based Plan for Executive Officers, or
any successor plan.  He is also entitled to receive additional
cash awards of up to $4,250,000 in the aggregate.

The full-text copy of the employment agreement is available for
free at http://ResearchArchives.com/t/s?3cb8

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on January 30, 2009.  S&P said
that the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.


MINDEN GATEWAY: Ch. 11 Filing Hinders Nevada Holiday Inn Project
----------------------------------------------------------------
Scott Neuffer at Nevada Appeal News Service reports that Minden
Gateway Center, LLC, has filed for Chapter 11 bankruptcy
protection, hindering the completion of the Company's Holiday Inn
Express project in Nevada.

According to Nevada Appeal, Holiday Inn was scheduled to open this
month.

Nevada Appeal relates that Minden Gateway's collapse also affected
a host of local contractors who have liens on the property.  The
report says that the 13-acre site is next to the intersection of
highways 395 and 88.  According to the report, the site was
originally envisioned to house almost 200,000 square feet of
commercial space, including a grocery store, pharmacy,
restaurants, retail, and office complexes, plus the hotel.

Nevada Appeal says that Minden Gateway developer Jeffrey Lowden
blamed Minden Gateway's collapse on the economy.  Mr. Lowden said
in a press release, "We were forced to make this decision because
the banks continue to be unreasonable and are not working with
many of their borrowers to find a solution.  We are a victim of
the market like millions of others in this country."

Mr. Lowden, according to Nevada Appeal, hopes that the bankruptcy
filing will enable the completion of Holiday Inn.

Reno, Nevada-based Minden Gateway Center, LLC filed for Chapter 11
on April 28, 2009 (Bankr. D. Nev. Case No. 09-51269).  Alan R.
Smith, Esq., represents the Debtor in its restructuring efforts.
The Debtor has assets and debts both ranging from $10 million to
$50 million.


NEENAH FOUNDRY: Director Albert Ferrera Steps Down
--------------------------------------------------
James Ackerman, Division President of Mercer Forge Corporation, a
wholly owned subsidiary of Neenah Enterprises, Inc., and Neenah
Foundry Company, has agreed to stay on in his current capacity as
a full-time employee until October 31, 2009, to facilitate an
orderly transition of his responsibilities.

On August 15, 2008, Mr. Ackerman informed NEI of his intention to
retire.

On May 6, 2009, NEI entered into a letter agreement with Mr.
Ackerman regarding the principal terms of his retirement,
including an arrangement pursuant to which Mr. Ackerman will
provide consulting services to Mercer Forge following his
retirement.  The letter agreement contemplates a twelve-month
consulting period, during which Mr. Ackerman will be paid a base
consulting fee, subject to adjustment, of $10,000 per month for
his services.  The consulting agreement would also contain
provisions prohibiting Mr. Ackerman from competing with Mercer
Forge for a period of one year following the termination of the
consulting agreement.

The letter agreement also provides that Mr. Ackerman will be
allowed to participate in Mercer Forge's 2008 incentive bonus
plan, rather than his previously-granted participation in NEI's
incentive bonus program.  Mr. Ackerman's bonus payout under the
Mercer Forge plan of approximately $170,000 that was earned with
respect to fiscal year 2008 will be delayed until his retirement
on October 31, 2009.  Under the 2009 Mercer Forge plan, Mr.
Ackerman will be eligible for a bonus ranging from 34% to 80% of
his base salary (which range is calculated by applying a bonus
range of 85% to 200% to a 40% base salary multiplier).  Mr.
Ackerman's bonus eligibility is contingent on performance relative
to established targets for EBITDA (representing 75% of the
potential payout) and return on working capital (representing 25%
of the potential payout) for the 2009 fiscal year.  Mr. Ackerman
will become eligible under the Mercer Forge plan for a bonus of
34% of his salary at achievement levels equal to 85% of target
levels, for a bonus of 40% of his salary at achievement levels
equal to target levels, and for a bonus of 80% of his salary at
achievement levels equal 150% of target levels (with linear
interpolation applied between 85% of target and target, and
between target and 150% of target); provided that, in connection
with the retirement arrangements being established, the letter
agreement provides that Mr. Ackerman will receive a minimum bonus
under Mercer Forge's plan of $100,000 if Mercer Forge achieves
EBITDA and a return on working capital of at least 50% of the
targeted levels.

Under the Neenah Foundry Company executive retirement benefits
policy, Mr. Ackerman is also entitled to certain benefits in
connection with his retirement.  Pursuant to the policy, officers
at the Vice President and President level at Neenah Foundry
Company are entitled to (1) post retirement medical insurance for
the retired executive and his or her spouse to age 65, (2) a
Medicare supplement at age 65 for both the retired executive and
his or her spouse, (3) a retiree life insurance policy, (4) free
and clear title to the executive's company car upon retirement,
including tax gross-up, and (5) eligibility for Neenah Foundry
Company's executive retiree medical reimbursement policy.

Meanwhile, Albert E. Ferrara, Jr., notified Neenah Enterprises of
his intention to resign, effective May 6, 2009, as a director of
NEI, the indirect parent of Neenah Foundry Company, and all of
NEI's subsidiaries including Neenah.

Mr. Ferrara's resignation was not due to any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

                     About Neenah Foundry

Neenah Foundry Co., headquartered in Neenah, Wisconsin,
manufactures and markets a wide range of metal castings and
forgings for the heavy municipal market plus a wide range of
complex industrial castings, with concentrations in the medium-
and heavy-duty truck and HVAC markets.  Annual revenues
approximate $500 million.

                        *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Moody's Investors Service downgraded Neenah Foundry Company's
Corporate Family Rating to Caa2 from Caa1, Probability of Default
rating to Caa2 from Caa1, and its $225 million senior secured
notes due 2017 to Caa2 from Caa1.  The rating outlook remains
negative.


NORANDA ALUMINUM: Appoints Mahoney as Chief Financial Officer
-------------------------------------------------------------
Noranda Aluminum Holding Corporation has appointed Robert B.
Mahoney to the position of Chief Financial Officer of the Company,
effective May 11, 2009.

In connection with Mr. Mahoney's commencement of employment, Kyle
Lorentzen will no longer serve as the Company's interim Chief
Financial Officer and will solely serve as the Company's Chief
Operating Officer.

In connection with Mr. Mahoney's commencement of employment, the
Company entered into a Management Equity Investment and Incentive
Term Sheet with Mr. Mahoney.  The term sheet, dated April 22,
2009, becomes effective on May 11, 2009, and provides for a three-
year term, with automatic annual renewals upon conclusion of the
initial term and thereafter unless either party gives notice of
non-renewal at least 90 days prior to a renewal date.

Pursuant to the term sheet, Mr. Mahoney will receive an annual
base salary of $375,000 and will be eligible for an annual bonus
with a target amount equal to 60% of his annual base salary.
In the event that Mr. Mahoney's employment is terminated by the
Company without "cause" or by Mr. Mahoney for "good reason",
subject to his execution and non-revocation of a release of claims
against the Company, he would be entitled to (i) 12 months of base
salary, payable in accordance with the Company's regular payroll
practices until the end of the calendar year in which the
termination occurs, with the remainder payable in a lump sum in
January of the year following termination, (ii) a prorated annual
bonus for the year of termination, based on actual performance,
and (iii) continued health benefits for him and his eligible
dependents during any notice period as if he were covered by the
Company's general severance plan for executives.

In connection with entering into the term sheet, Mr. Mahoney will
be permitted to purchase up to 30,000 shares of the Corporation's
common stock at fair market value at the time of purchase.  In the
event that Mr. Mahoney purchases shares, the Company will grant
Mr. Mahoney stock options in respect of 60,000 shares of Company
common stock.  Subject to Mr. Mahoney's continued service with the
Company and its subsidiaries through each applicable vesting date,
a percentage of his options will vest on the first five
anniversaries of his commencement of employment as follows: 15% on
the first and second anniversaries, 20% on the third anniversary
and 25% on the fourth and fifth anniversaries.

The terms of Mr. Mahoney's investment and stock options are
otherwise generally similar to those applicable to those of other
Company employees who hold stock options and have purchased
Company common stock.

                        About Noranda

Headquartered in Franklin, Tennessee, Noranda Aluminum Holding
Corporation produces approximately 255,000 metric tons of primary
aluminum and 225,000 metric tonnes of fabricated products.
Noranda generated revenues of $1.3 billion for the LTM period
ending September 30, 2008.

                        *     *     *

The Troubled Company Reporter reported on April 8, 2009, that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Franklin, Tennessee-based Noranda Aluminum Holding Corp.
to 'SD' (selective default) from 'CCC+'.


NORANDA ALUMINUM: Posts $85.2MM Operating Loss in Q1 2009
---------------------------------------------------------
Noranda Aluminum Holding Corporation reported financial results
for the first quarter of 2009.

Consolidated sales in first quarter 2009 were $164.3 million, down
45.3% from $300.3 million in first quarter 2008.  First quarter
2009 upstream revenue of $67.1 million declined 57.9% from first
quarter 2008 upstream revenue of $159.3 million, driven primarily
by the continued quarterly decline in the LME aluminum price and
lower volume due in part to the smelter outage.

In first quarter 2009, the Company reported an $85.2 million
operating loss compared to $41.8 million of operating income for
first quarter 2008.  In the upstream business, first quarter 2009
operating loss was $44.5 million compared to a $39.1 million first
quarter 2008 operating income.  The first quarter 2009 upstream
operating loss was primarily attributable to a decline in external
shipments of 45.8 million pounds and 50% lower average LME
aluminum price.  Additionally, costs related to the power outage
impacted operating income by $4.2 million from estimated claim
deductibles and timing differences between incurring costs and
accruing for expected recoveries.  These factors were partially
offset by $4.5 million of savings from the Company's CORE program,
specifically the major headcount reduction initiative implemented
in December 2008.  In the downstream business, first quarter 2009
operating loss was $40.7 million, compared to a $2.7 million first
quarter 2008 operating income.  The first quarter 2009 downstream
operating loss was primarily affected by a $43.0 million goodwill
and intangible asset write-down recorded during the first quarter
of 2009 as well as a decline in external shipments, offset by
approximately $4.8 million of savings from CORE.

First quarter 2009 net income was $44.3 million, compared to
$17.2 million in first quarter 2008.  First quarter 2009 results
included a $152.2 million gain from the repurchase of debt as well
as a $45.1 million gain on derivatives and hedging activities.
First quarter 2009 results also included a $45.3 million
impairment loss to adjust the Company's 50% interest in the
Gramercy and St. Ann joint ventures to fair value.  Interest
expense for the 2009 first quarter was $15.9 million compared to
$24.2 million for the first quarter of 2008, and $22.9 million for
the fourth quarter of 2008. Decreased interest expense is related
to lower LIBOR interest rates as well as lower average debt
outstanding on the term B loan and the AcquisitionCo Notes and
HoldCo Notes (due to the $205.7 million of aggregate principal
amount of debt repurchases).  These reductions in principal
balance were partially offset by the increased revolver balance of
$225.0 million; however, the revolver maintains a lower interest
rate than the HoldCo and AcquisitionCo Notes.

Noranda's smelter is currently operating above 50% of capacity.
Although the Company has the capability to restart all lines by
year-end, management continues to assess damage to the potlines
and is managing the restart timeline to optimize the effective
return to capacity.  During the quarter, the Company received $4.5
million in advance funding from its insurance carriers and
received an additional $10.5 million subsequent to the end of the
quarter.  Discussions with the Company's insurance carriers have
progressed well.  Management believes that insurance will cover a
significant portion of the cost of restoring capacity; however,
the Company is still working through the process and there can be
no assurance that the full amount of the claim submitted by
Noranda will be reimbursed.

As was the case during the fourth quarter of 2008, the cost of
alumina purchased from the Company's joint venture in Gramercy
exceeded the spot prices of alumina available from other sources.
The Company continues to evaluate options to reduce the purchase
cost of alumina including evaluating with its joint venture
partner the curtailment of Gramercy's operation.  As part of that
evaluation process and because of the reduced need for alumina
caused by the smelter outage, during the first quarter Gramercy
reduced its annual production rate of smelter grade alumina
production from 1.0 million metric tonnes to 0.5 million metric
tonnes and implemented other cost saving activities.  The Company
and its joint venture partner have arranged for similar reductions
at the bauxite production facility in Jamaica.  These production
changes led the Company to evaluate its investment in these joint
ventures for impairment, which resulted in a $45.3 million write
down.

First quarter 2009 results reflect an effective tax rate of 15.1%
on pre-tax income, which included a non-deductible goodwill
impairment loss of $40.2 million.  Excluding this item, the
Company's expected operational tax rate for 2009 is 31.4%.

Operating cash flows provided $75.2 million in the first quarter,
compared to $46.2 million used by operating activities in fourth
quarter 2008.  The $75.2 million included $50.4 million from hedge
terminations and a $14.6 million decrease in working capital.  The
decrease in working capital was unfavorably impacted by an
approximately $15 million increase in inventory related to the
smelter outage.  Adjusted EBITDA was $7.6 million for the first
quarter, which included a $6.9 million unfavorable impact from the
New Madrid power outage, net of recorded insurance recoveries.

Management believes cash flows from operating activities including
the proceeds from the insurance claim, together with cash and cash
equivalents, will be sufficient to meet the Company's short-term
liquidity needs including restoring its New Madrid smelter to full
capacity.  Cash flows from operating activities are also supported
by favorable aluminum sale price hedge positions.  Despite
monetizing a portion of the Company's hedges to deleverage the
balance sheet, Noranda continues to have attractive aluminum hedge
positions.  In addition to proceeds received from settling hedges,
Noranda received net hedge settlements of $34.7 million during the
first quarter of 2009 compared to $14.0 million during the fourth
quarter of 2008.

Over the course of the 2009 first quarter, the Company entered
into fixed-price aluminum purchase swaps to lock-in the value of a
portion of its existing fixed-price aluminum sale swaps.  Through
the end of the quarter, the Company had locked in the value of its
hedges on approximately 73% of its 2010 through 2012 forward
aluminum hedges.  In March 2009 the Company entered into a hedge
settlement agreement with Merrill Lynch.  The agreement provides a
mechanism for the Company to monetize up to $400 million of the
favorable net position of its long-term hedges to fund debt
repurchases.  During the first quarter of 2009, Noranda received
$50.4 million in proceeds under the hedge settlement agreement and
used those proceeds to fund the repurchase of $205.7 million
aggregate principal amount of debt at a cost of $50.5 million,
plus fees.

For cash tax purposes, gains from our 2009 debt repurchases will
be deferred until 2014, and then included in income ratably from
2014 to 2018.

Total debt at the end of the first quarter of 2009 was
$1.1 billion.  At March 31, 2009, the Company's Adjusted EBITDA to
fixed charge ratio was 1.8x to 1 at the Noranda Aluminum Holding
Corporation and all of its subsidiaries level and 2.3x to 1 at the
Noranda Aluminum Acquisition Corporation level, while
AcquisitionCo's net debt to Adjusted EBITDA ratio for its senior
secured credit facilities was 2.8x to 1.  The Company has no
maintenance covenants on any borrowings and was in compliance with
all restrictive covenants at March 31, 2009.

The Company has made a permitted election under the indentures
governing its HoldCo Notes and its AcquisitionCo Notes, to pay all
interest under the Notes that are due on November 15, 2009,
entirely in kind.

Participating lenders have approved an amendment to the senior
secured credit facilities to permit discounted prepayments on a
non-pro rata basis of the term B loan and revolving credit
facility through a modified "Dutch" auction procedure.  The
amendment also permits the Company to conduct open market
purchases of the term B loan and revolving credit facility at a
discount.

Noranda had $1.80 billion in total assets and $1.71 billion in
total liabilities, resulting in $92.7 million in stockholders'
equity as of March 31, 2009.

A full-text copy of Noranda's unaudited quarterly report is
available at no charge at http://ResearchArchives.com/t/s?3cb7

                         About Noranda

Headquartered in Franklin, Tennessee, Noranda Aluminum Holding
Corporation produces approximately 255,000 metric tons of primary
aluminum and 225,000 metric tonnes of fabricated products.
Noranda generated revenues of $1.3 billion for the LTM period
ending September 30, 2008.

                        *     *     *

The Troubled Company Reporter reported on April 8, 2009, that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Franklin, Tennessee-based Noranda Aluminum Holding Corp.
to 'SD' (selective default) from 'CCC+'.


NOVEMBER 2005: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: November 2005 Land Investors, L.L.C.
        11411 Southern Highlands Parkway, Suite 300
        Las Vegas, NV 89141

Bankruptcy Case No.: 09-17474

Chapter 11 Petition Date: May 8, 2009

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Richard F. Holley, Esq.
                  rholley@nevadafirm.com
                  400 S. Fourth St., 3rd Floor
                  Las vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Western States Contracting     services          $1,161,103
4129 West Cheyenne, Ste. B
North Las Vegas, NV 89032

City of North Las Vegas
2200 Civil Center Drive        services          $221,074
North Las Vegas, NV 89030

Credit Suisse                  fee               $100,500
Agency Loan Op
7033 Louis Stephens Drive
PO Box 110047
Durham, NC 27709

GC Village Inc.                services          $61,309

Standard & Poors Rating        services          $40,000

Moody's Investor Service       services          $35,000

Carter & Burgess Inc.          services          $30,000

Rafael Construction Inc.       services          $16,099

Panacea Services LLp           services          $11,957

Lewis and Roca LLp             services          $2,500

Wright Engineers               services          $1,600

Martz Agency                   services          $50

Insurance Company of the West  agreement         unknown

The petition was signed by Douglas W. Hensley, chief financial
officer.


ONONDAGA COUNTY: S&P Changes Outlook on 'BB-' Rating to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the 'BB-
' rating on Onondaga County Industrial Development Agency, New
York's series 1993B and 1998 revenue bonds, issued for Community
General Hospital of Greater Syracuse, to negative from stable due
to the system's weak financial performance for fiscal 2008 and
interim fiscal 2009 results (the three months ended March 31,
2009) that varied significantly from management's budgeted
expectations.

Management reports the variance was due to a continued decline of
utilization across inpatient and outpatient services.

The rating service also affirmed its 'BB-' rating on the bonds.

In fiscal 2008, Community General Hospital reported an operating
loss of approximately $1.7 million, excluding investment income,
which was in-line with management's original break-even budget.
Management indicates this variance was due to challenges replacing
a revenue gap created by the turnover of two obstetric physicians
early in the year and the loss of margin generated by Community
General Hospital's closing of 50 nursing home beds in 2008 to
comply with a state mandate.  Through the first quarter of fiscal
2009, the hospital's variance from its budgeted expectations
appeared to widen, which management attributes to the same
obstetric vacancies, a mild flu season, and the medical leave of a
key surgeon.  The hospital is implementing approximately
$1 million of annualized saving recommendations, suggested by an
outside consulting firm, to enhance revenue collections and
contain costs.

The hospital's average age of plant, near 17 years through fiscal
2008, is an additional credit concern.

The hospital's low debt level, with about $8 million of long-term
debt, all of which matures within 10 years, supports the 'BB-'
rating.

"It is our belief that while the organization's remaining debt
outstanding has a short duration remaining, its debt service
coverage is light for the rating and that the organization could
continue to struggle given its competitive market and need to
recapture market share," said Standard & Poor's credit analyst
Jennifer Soule.  "If the hospital's financial results for fiscal
2009 vary significantly from the $500,000 loss budgeted by
management, a lower rating might be warranted.  If the
organization is able to meet or exceed its budgeted expectations
for the year, with a turn toward flat or growing utilization
instead of a decline, however, S&P might return the outlook to
stable."

The hospital's original fiscal 2009 budget reported an operating
loss for the organization of approximately $500,000.  Management
has indicated that, given first quarter results, it expects to
incur a larger loss but that it expects its improvement efforts
and any increases in volume associated with its new obstetrician
to help mitigate losses.  Coverage of the $3.2 million maximum
annual debt service, which occurs in 2009, was a thin 1.2x, which
included principal and interest on a TELP loan used for a new
surgical robot at the hospital.  Debt service declines annually
for the next several years; and it will be particularly modest
after 2010, assuming the hospital does not add measurable new
debt, mortgages, or leases.


ORIGINAL CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Original California Car Duster Company, Inc.
           dba California Car Duster Co.
        9525 DeSoto Avenue
        Chatsworth, CA 91311

Bankruptcy Case No.: 09-15494

Chapter 11 Petition Date: May 8, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Douglas M. Neistat, Esq.
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  Email: twilliams@greenbass.com

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

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

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

    http://bankrupt.com/misc/cacb09-15494.pdf

The petition was signed by Loraine Defrank.


OWENS-BROCKWAY GLASS: Fitch Assigns 'BB+' on $300 Mil. Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Owens-Brockway Glass
Container Inc.'s offering of $300 million 7 3/8% senior unsecured
notes due 2016.  The proceeds will be used for the repayment of
Owens-Illinois, Inc.'s $250 million of 7 1/2% debentures due May
2010 and for general corporate purposes.  The Rating Outlook is
Stable.

Owens-Illinois' 'BB' Issuer Default Rating and Stable Outlook is
supported by the company's good financial flexibility, leading
market positions, its strengthened credit profile, improved cost
structure, global footprint, technology leadership and long-term
customer relationships with large, stable customers.  Rating
concerns include the limited visibility on the business outlook,
reduced global demand impacting volume, a substantial portion of
sales being derived from mature markets and to a lesser extent,
the asbestos liabilities.  Free cash flow levels for 2009 will
also be lower as a result of cash restructuring payments including
investments for capital spending.

Owens-Illinois' liquidity is solid at approximately $1 billion for
the end of first quarter-2009, which consists of $642 million of
availability under its $900 million senior secured first lien
revolving credit facility due June 2012 and $362 million of cash.
Owens-Illinois may upsize the offering, which would provide added
liquidity.  Near-term maturities are relatively modest over the
next two years as Owens-Illinois has fully addressed refinancing
requirements for 2010.  Amortization of Owens-Illinois' bank debt
has been prepaid through December 2010 and no quarterly payments
will be required until 2011.


PACIFIC PREPAY TELECOM: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Pacific Prepay Telecom, Inc.
           dba PPT
        2855 Kifer Rd., #103
        Santa Clara, CA 95051

Bankruptcy Case No.: 09-53506

Chapter 11 Petition Date: May 8, 2009

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

Judge: Roger L. Efremsky

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

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kyung S. Song a.k.a. Michael Song,
president of the Company.


PHILADELPHIA NEWSPAPERS: Court Sets May 26 as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
set 5:00 p.m., prevailing Eastern Time, on May 26, 2009, as the
deadline for creditors of Philadelphia Newspapers LLC and its
debtor-affiliates to file their proofs of claim.  This deadline
applies to all prepetition unsecured claims, secured claims, and
claims entitled to administrative priority under 11 U.S.C. Sec.
503(b)(9).

All governmental units have until August 21, 2009, to file their
proofs of claim.

All proofs of claim must be delivered to:

  The Garden City Group Inc.
  Attn: Philadelphia Newspapers LLC
  P.O. Box 9000 #6528
  Merrick, NY 11566-9000

     if sent by U.S. Mail

        - or -

  The Garden City Group Inc.
  The Garden City Group Inc.
  Attn: Philadelphia Newspapers LLC
  105 Maxes Road
  Melville, NY 11747

     if delivered by hand or overnight courier.

                  About Philadelphia Newspapers

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, 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 certain affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. 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.  The United States Trustee has
appointed a three-member Official Committee of Unsecured
Creditors, which is represented by Ben Logan, Esq., and other
lawyers at O'Melveny & Myers LLP.


PVF CAPITAL: Defers Interest Payments on Trust Preferred Shares
---------------------------------------------------------------
In late 2008, PVF Capital Corp. elected to defer the payment of
dividends on:

   -- $10 million of variable-rate Subordinated Deferrable
      Interest Debentures due June 29, 2034, and

   -- $10 million of fixed-rate Subordinated Deferrable Interest
      Debentures due July 6, 2036.

PVF issued those Debentures to two special purpose entities named
PVF Capital Trust I and PVF Capital Trust II, in exchange for the
proceeds of the offering by the Trusts of trust preferred
securities.  Under the terms of the Debentures, interest on the
Debentures may be deferred at any time or from time to time for a
period not exceeding 20 consecutive quarterly payments, provided
there is no event of default.  While the Company will defer the
payment of interest on the Debentures, it will continue to accrue
expense for interest owed on the Debentures at a compounded rate.
Under the terms of the Debentures, if the Company has elected to
defer the payment of interest on the Debentures, the Company
generally may not declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock. Accordingly, the
Company discontinued the payment of cash dividends on its common
stock.

PVF is reporting losses as it increases provisions for loan losses
as a result of deteriorating economic conditions and the adverse
impact on the housing and real estate markets.  For the nine
months ended March 31, 2009, a provision for loan losses of
$20.0 million was recorded, while a provision for loan losses of
$1.5 million was recorded in the prior year comparable period.

PVF Capital Corp. is a federal stock savings bank and a member of
the FDIC.  Although Park View Federal Savings Bank's capital
exceeded the current applicable regulatory capital measurements to
meet the definition of a well-capitalized institution at March 31,
2009, and June 30, 2008, PVF warns that additional losses could
adversely impact the Bank's regulatory capital ratios.  A failure
to be considered well-capitalized would, among other things,
affect the Bank's ability to accept brokered deposits and may
subject the Bank to increased FDIC deposit insurance assessments.


RESIDENTIAL CAPITAL: Gov't Announcement Won't Move S&P's CCC Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC and Residential Capital LLC (both CCC/Negative/C) are not
affected by the U.S. Federal Reserve's announcement that GMAC
would need to raise $11.5 billion of additional capital in the
coming months.  S&P does not believe the company will be able to
raise the equity in the public markets, but GMAC has other methods
to solve its capital shortfall under the Supervisory Capital
Assessment Program.

The U.S. government said it could provide additional funding to
the company following its agreement to become the preferred
provider of new wholesale funding for Chrysler dealer inventory.
Although it remains to be seen what form or how much financing the
government would provide, S&P believes that GMAC will have to use
the government to fill its capital shortfall.  S&P believes GMAC
and Residential Capital LLC continue to face significant operating
challenges, and S&P expects continued poor quarterly performance.
S&P will continue to monitor developments as they unfold.


RHM INDUSTRIAL: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Mike Hornick at The Salinas Californian reports that RHM
Industrial/Specialty Foods, Inc., and its affiliate, SK Foods,
L.P., filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of California.

The Californian quoted Malcolm Segal -- a Sacramento attorney
representing SK Foods CEO Scott Salyer -- as saying, "It gives the
company breathing room to find a buyer and permit it to retain its
employees and conduct its business."

According to court documents, the Debtors had $374.84 million in
balance sheet assets, plus $345.71 million in operating assets as
of November 30, 2009.  The Californian relates that the Debtors'
total liabilities were $282.45 million.

The Californian states that the Debtors want to find a buyer
before July 1, the start of tomato-packing season.  SK Foods
attorneys said in court documents, "A sale of the assets in June
is imperative to preserve the jobs, grower contracts, customer
contracts and community of interests."

According to The Californian, the bankruptcy filing was voluntary
and required the consent of creditors owed $34 million.  The
Californian says that the creditors, among them Bank of the West,
petitioned last week for the Debtors' involuntary bankruptcy.
Court-appointed receiver Steve Franson took control of SK Foods on
Thursday, The Californian reports.

Citing Mr. Segal, The Californian relates that the transition from
involuntary to voluntary is "typical in these cases."

BMO Capital Markets Financing Inc. and other companies sought to
place Williams, California-based RHM Industrial/Specialty Foods,
Inc. -- dba Colusa County Canning Co. and Colusa Canning Co. --
and its debtor-affiliat, SK Foods, L.P., into Chapter 11
bankruptcy protection on May 5, 2009 (Bankr. E.D. Calif. Case No.
09-28955).


RICHARD L. LANDRY: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard L. Landry
        12414 Glen Road
        Potomac, MD 20854

Bankruptcy Case No.: 09-18223

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Michael J. Lichtenstein, Esq.
                  Shulman Rogers Gandal Pordy & Ecker, PA
                  11921 Rockville Pike
                  Suite 300
                  Rockville, MD 20852-2743
                  Tel: (301) 230-5231
                  Fax: (301) 230-2891
                  Email: mlichtenstein@srgpe.com

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

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

A full-text copy of Mr. Landry's petition, including his list of 5
largest unsecured creditors, is available for free at:

    http://bankrupt.com/misc/mdb09-18223.pdf

The petition was signed by Mr. Landry.


RIVIERA HOLDINGS: Posts $1.0 Million First Quarter Net Loss
-----------------------------------------------------------
Riviera Holdings Corporation has released its financial results
for the three-month period ended March 31, 2009.

Net loss for the first quarter of 2009 was $1.0 million, or
($0.08) per share on a fully diluted basis, compared to a net loss
of $5.8 million, or ($0.47) per share on a fully diluted basis,
for the same period in the prior year.  The $6.8 million year over
year turnaround was primarily attributable to a $10.0 million
improvement in the amount recorded as change in the fair value of
derivatives partially offset by the $5.2 million reduction in
operating income.  Change in the fair value of derivatives was an
unrealized gain of $1.7 million for the three months ended
March 31, 2009, compared to an unrealized loss of $8.3 million for
the prior year.

Net revenues for the first quarter of 2009 were $34.7 million, a
decrease of $13.3 million, or 28%, from $48.0 million for the
comparable period in the prior year.  Net revenues decreased due
to a 33% net revenue reduction at Riviera Las Vegas and an 11% net
revenue reduction at Riviera Black Hawk.  Income from operations
was $1.5 million, a decrease of $5.2 million, or 78.1%, from
$6.7 million for the comparable period in the prior year.  The
decrease was due primarily to an 87% decline in operating results
at Riviera Las Vegas and a 17% decline in operating results at
Riviera Black Hawk.  The consolidated operating results for the
first quarter of 2009 included $1.0 million in corporate payroll
and related expenses and $0.2 million in equity compensation
expenses.  These expenses were in line with the prior year.

Adjusted EBITDA for the first quarter of 2009 was $5.6 million, a
decrease of $4.7 million, or 46%, from $10.3 million for the
comparable period in the prior year.  Adjusted EBITDA consists of
earnings before interest, income taxes, depreciation,
amortization, stock based compensation, changes in the fair value
of derivative instruments, mergers, acquisitions and development
costs, gains from the extinguishment of debt and restructuring
fees as more fully described within the footnote to the financial
summary in this release.  Adjusted EBITDA was 16% and 22% of net
revenues for the three months ended March 31, 2009, and 2008,
respectively.  The decrease in Adjusted EBITDA was due to a 55%
reduction in Adjusted EBITDA at Riviera Las Vegas and a 17%
reduction in Adjusted EBITDA at Riviera Black Hawk.

As of March 31, 2009, the Company had $16.3 million in cash and
cash equivalents which includes approximately $7 million in cash
in the cages and on the casino floors.  Net cash and cash
equivalents increased $2.8 million during the first quarter as a
result of $3.1 million in net cash provided by operating
activities partially offset by $0.3 million in net cash used in
investing activities due to maintenance capital expenditures at
both Riviera Las Vegas and Black Hawk.  Cash and cash equivalents
would have decreased by approximately $1.2 million had the Company
paid quarterly interest of approximately $4 million on the Credit
Facility, which was due by March 31, 2009.  Riviera and its
restricted subsidiaries entered into a $245 million Credit
Agreement with Wachovia Bank, National Association, as
administrative agent on June 8, 2007.

William L. Westerman, Chairman and CEO of Riviera, said, "We
regret that current economic conditions forced us to make the
decision to not pay our interest, which was due at the end of
March.  However, the continuing devastating competitive pressure
on room rates, the rapidly declining visitation to Las Vegas,
especially by convention attendees, verify we made the correct
decision.  It was necessary to retain the funds which would have
been employed to pay the first quarter interest so as to maximize
our liquidity.

"Both our Las Vegas and Black Hawk properties are generating
positive free cash flow and this, combined with our cash balances,
will help insure that we continue to pay all our operating costs
on a timely basis and fund maintenance capital expenditures.
There will be no effect on our team members, vendors and most
importantly, our customers.  Our lenders and the Company are well
aware of the necessity of resolving this situation in an
expeditious manner to preserve the long term viability and value
of the Company.  Our immediate priority is to address our
untenable capital structure and with the aid of our financial
advisors develop a restructuring plan with the goal of achieving a
solution that either avoids the necessity for Chapter 11
proceedings or that results in a pre-negotiated plan of
reorganization which would be confirmed through voluntary
Chapter 11 proceedings."

Mr. Westerman continued, "The deteriorating trends in revenue and
earnings experienced during 2008 continued as evidenced by our
first quarter results.  We expect this situation to continue as
long as competitors in the Las Vegas market follow a strategy of
sacrificing ADR to maximize room occupancy and the decline in
convention business is unabated.  In Black Hawk, payroll and
marketing expenses will increase as we prepare for the
implementation of Proposition 50 on July 2 (expanding games,
limits and hours).  Furthermore, we are concerned that the
temporary or permanent suspension of construction by our next door
neighbor in Las Vegas, Fontainebleau will reduce opportunities to
market to "walk-in" traffic which we hoped would be a positive to
our gaming and food and beverage revenue.  We are confident that
we will maintain sufficient cash flow to meet our operating
obligations and maintain our properties.  We expect to emerge
through a restructuring with a capital structure which will enable
the Company not only to survive, but to grow as the economy
recovers and the competitive situation in Las Vegas returns to a
more rational environment."

First Quarter Defaults

The Company received a notice of default on February 26, 2009,
from Wachovia with respect to the Credit Facility in connection
with the Company's failure to provide a Deposit Account Control
Agreement, or DACA, from each of the Company's depository banks
per a request made by Wachovia to the Company on October 14, 2008.
The DACA that Wachovia requested the Company to execute was in a
form that the Company ultimately determined to contain
unreasonable terms and conditions as it would enable Wachovia to
access all of the Company's operating cash and order it to be
transferred to a bank account specified by Wachovia.  The Notice
further provided that as a result of the default, the Company
would no longer have the option to request the LIBOR Rate loans.
Consequently, the Term Loan was converted to an ABR Loan effective
March 31, 2009.

On March 25, 2009, the Company engaged XRoads Solution Group LLC
as our financial advisor.  Based on an extensive analysis of the
Company's current and projected liquidity, and with its financial
advisor's input, the Company determined it was in the best
interests of the Company to not pay the accrued interest of
approximately $4 million on its $245 million Credit Facility,
which was due March 30, 2009.  Consequently, the Company elected
to not make the payment.  The Company's failure to pay interest
due on any loan within its Credit Facility within a three-day
grace period from the due date was an event of default under our
Credit Facility.  As a result of this event of default, the
Company's lenders have the right to seek to charge additional
default interest on the Company's outstanding principal and
interest under the Credit Agreement, and automatically charge
additional default interest on any overdue amounts under the Swap
Agreement.  These defaults rates are in addition to the interest
rates that would otherwise be applicable under the Credit
Agreement and Swap Agreement.

The Company received an additional notice of default on April 1,
2009, from Wachovia.  The Additional Default Notice alleges that
subsequent to the Company's receipt of the February Notice,
additional defaults and events of default had occurred and were
continuing under the terms of the Credit Agreement including, but
not limited to:

     (i) the Company's failure to deliver to Wachovia audited
         financial statement without a "going concern"
         qualification;

    (ii) the Company's failure to deliver Wachovia a certificate
         of an independent certified public accountant in
         conjunction with the Company's financial statement; and

   (iii) the occurrence of a default or breach under a secured
         hedging agreement.  The Additional Default Notice also
         states that in addition to the foregoing events of
         default that there were additional potential events of
         default as a result of, among other things, the Company's
         failure to pay: (i) accrued interest on the Company's
         LIBOR rate loan on March 30, 2009, (ii) the commitment
         fee on March 31, 2009, and (iii) accrued interest on the
         Company's ABR Loans on March 31, 2009.  The Company has
         not paid the March 31 Payments and the applicable grace
         period to make these payments has expired.  The
         Additional Default Notice states that as a result of
         these events of defaults, (a) all amounts owing under the
         Credit Agreement thereafter would bear interest, payable
         on demand, at a rate equal to: (i) in the case of
         principal, 2% above the otherwise applicable rate; and
          (ii) in the case of interest, fees and other amounts,
         the ABR Default Rate, which as of April 1, 2009, was
         6.25%; and (b) neither Swingline Loans nor additional
         Revolving Loans are available to the Company at this
         time.

As a result of the February Notice and the Additional Default
Notice, effective March 31, 2009, the Term Loan interest rate is
now approximately 10.5% per annum and effective April 1, 2009, the
Revolver interest rate is approximately 6.25% per annum.

On April 1, 2009, the Company also received Notice of Event of
Default and Reservation of Rights in connection with an alleged
event of default under the Company's Swap Agreement.  The Swap
Default Notice alleges that (a) an event of default exists due to
the occurrence of an event of default(s) under the Credit
Agreement and (b) that the Company failed to make payments
totaling $2.1 million to Wachovia with respect to one or more
transactions under the Swap Agreement.  The Company has not paid
this overdue amount and the applicable grace period to make this
payment has expired.  As previously announced by the Company, any
default under the Swap Agreement automatically results in an
additional default interest of 1% on any overdue amounts under the
Swap Agreement.  This default rate is in addition to the interest
rate that would otherwise be applicable under the Swap Agreement.
As of March 31, 2009, the mark to market amount outstanding under
the Swap Agreement was $28.0 million, excluding any credit risk
adjustment.

With the aid of the Company's financial advisors and outside
counsel, the Company is continuing to negotiate with its various
creditor constituencies to refinance or restructure its debt.  The
Company cannot assure that it will be successful in completing a
refinancing or consensual out-of-court restructuring, if
necessary.  If the Company is unable to do so, it would likely be
compelled to seek protection under Chapter 11 of the U. S.
Bankruptcy Code.

    Riviera Holdings Corporation
    Financial Summary
    (Amounts in thousands except
     per share amounts)              Three Months Ended March 31,
                           ---------------------------------------
                              2009       2008      Var        %Var
                              ----       ----      ----       ----
    Net Revenues:
    Riviera Las Vegas        $24,462    $36,450  $(11,988)  -32.9%
    Riviera Black Hawk        10,194     11,512    (1,317)  -11.4%
                              ------     ------   -------

       Total Net Revenues     34,656     47,962   (13,305)  -27.7%

    Income From Operations:
    Riviera Las Vegas            743      5,539    (4,796)  -86.6%
    Riviera Black Hawk         1,912      2,312      (400)  -17.3%
    Mergers, acquisitions and
     development costs             0        (23)       23   100.0%
    Share-based compensation    (185)      (183)       (2)    1.1%
    Corporate expenses        (1,000)      (945)      (55)   -5.8%
                              -------      -----      ----

       Total  Income From
         Operations:           1,470      6,700    (5,230)  -78.1%

    Adjusted EBITDA (1):
    Riviera Las Vegas          3,318      7,371    (4,053)  -55.0%
    Riviera Black Hawk         3,236      3,903      (667)  -17.1%
    Corporate Expenses        (1,000)      (945)      (55)  -5.8%
                              -------      -----      ----

       Total Adjusted EBITDA   5,554      10,329    (4,775) -46.2%

    Adjusted EBITDA Margins (2):
    Riviera Las Vegas           13.6%      20.2%    -6.7%
    Riviera Black Hawk          31.7%      33.9%    -2.2%
    Consolidated                16.0%      21.5%    -5.5%
                                -----       -----    -----

       Net loss               $(1,037)    $(5,783)  $4,746

    EARNINGS PER SHARE DATA:

    Weighted average basic
     shares outstanding        12,492     12,341      151
    Basic earnings (loss) per
     share                     $(0.08)    $(0.47)   $0.39

    Weighted average diluted
     shares outstanding        12,492     12,341      151
    Diluted earnings (loss)
     per share                 $(0.08)    $(0.47)   $0.39

    Riviera Holdings Corporation and Subsidiaries
    Reconciliation of Net loss to Adjusted EBITDA

    (Amounts in          Net      Interest  (Gain) or   (Gain) on
     thousands)          Income   Expense/  Loss on      Est. of
Depr.
                         (Loss)   (Income)  Derivatives  Debt
Exp
                        ------   --------  -----------  ----
---
    First Quarter 2009:

    Riviera Las Vegas      $750       $(7)          $-     $-
$2,871

    Riviera Black Hawk      747     1,311            -   (146)
1,028

    Corporate            (2,534)    2,930       (1,672      -
-
                        -------     -----      -------    ---
---
                        $(1,037)   $4,234      $(1,672) $(146)
$3,899

    First Quarter 2008:

    Riviera Las Vegas    $5,556      $(17)          $-     $-
$2,352

    Riviera Black Hawk    1,005     1,307            -      -
1,071

    Corporate           (12,344)    2,886        8,307      -
-
                       --------     -----        -----    ---
---
                        $(5,783)   $4,176       $8,307     $-
$3,423


                                              Mergers
                                     Stock  Acquisitions,
                           Restr.  Based      & Dev.       Mgmt.
Adjusted
                             Fees    Comp       Costs        Fee
EBITDA
                             ----    ----       -----        ---
------
    First Quarter 2009:

    Riviera Las Vegas        $-        $-           $-     $(296)
$3,318

    Riviera Black Hawk        -         -            -       296
3,236

    Corporate                91       185            -         -
(1,000)
                            ---       ---          ---       ---
-------
                            $91      $185           $-        $-
$5,554

    First Quarter 2008:

    Riviera Las Vegas        $-       $-            $-     $(520)
$7,371

    Riviera Black Hawk        -        -             -       520
3,903

    Corporate                 -      183            23         -
(945)
                            ---      ---           ---       ---
-----
                             $-     $183           $23        $-
10,329

    Balance Sheet Summary
                                               March 31,
December 31,
                                                   2009
2008
                                                   ----
----
    Cash and short term investments             $19,072
$16,233

    Total current assets                         25,750
22,384

    Property and equipment, net                 176,284
179,918

    Total assets                               $204,618
$204,960

    Long-term debt, net of current portion          151
158

    Total  current liabilities                 $264,112
$263,595

    Total stockholders' deficiency             $(59,645)
$(58,793)

    RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Amounts in thousands, except per share             Three
Months
     amounts)                                               Ended
                                                           March
31
                                                      2009
2008
                                                      ----
----
    Revenues:
       Casino                                       $20,231
$23,966
       Rooms                                         10,336
15,870
       Food and beverage                              5,564
8,045
       Entertainment                                  2,043
3,377
       Other                                          1,600
1,876
                                                      -----
-----
         Total Revenues                              39,774
53,134
                                                     ------
------
       Less-promotional allowances                   (5,118)
(5,172)
                                                      -------    -
------
          Net revenues                                $34,656
$47,962
                                                      -------    -
------
    COSTS AND EXPENSES:
       Direct costs and expenses of operating
        departments:
         Casino                                        10,635
12,421
         Rooms                                          4,888
6,864
         Food and beverage                              3,640
5,826
         Entertainment                                    933
2,283
         Other                                            296
328
       Other operating expenses:
         General and administrative                     8,710
9,911
         Mergers, acquisitions and development
          costs                                             -
23
         Share-based compensation                         185
183
         Depreciation and amortization                  3,899
3,423
                                                        -----
-----
          Total costs and expenses                     33,186
41,262
                                                       ------
------
    INCOME FROM OPERATIONS                              1,470
6,700
                                                        -----
-----
    OTHER EXPENSE:
       Interest expense, net                           (4,234)
(4,176)
       Gain on extinguishment of debt                     146
-
       Restructuring fees                                 (91)
-
       Change in fair value of derivatives              1,672
(8,307)
                                                        -----
-------
          Total other expense                          (2,507)
(12,483)
                                                      -------   --
------
    NET LOSS                                          $(1,037)
$(5,783)
                                                     ========
========
    LOSS PER SHARE DATA:
    Shares used in calculating net income
     (loss) per common share:
    Basic                                              12,492
12,341
    Diluted                                            12,492
12,341
    Net loss per common share:
    Basic                                              $(0.08)
$(0.47)
    Diluted                                            $(0.08)
$(0.47)

                     About Riviera Holdings

Riviera Holdings Corp. is a holding company that, through its
wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino (Riviera Las Vegas) located on
the Las Vegas Boulevard in Las Vegas, Nevada. The Company, through
its wholly owned subsidiary, Riviera Black Hawk, Inc., owns and
operates the Riviera Black Hawk Casino (Riviera Black Hawk), a
limited-stakes casino in Black Hawk, Colorado. Riviera Las Vegas
comprises approximately 1.8 million square feet, including 110,000
square feet of casino space, a 160,000-square-foot convention,
meeting and banquet facility; 2,075 hotel rooms (including 177
luxury suites) in five towers; three restaurants; a buffet; four
showrooms; a lounge, and approximately 2,300 parking spaces.
Riviera Black Hawk has 32,000 square feet of gaming space, parking
for approximately 520 vehicles, a 252-seat buffet, two bars and an
entertainment center with seating for approximately 400 people.

As reported by the Troubled Company Reporter, the Company received
a notice of default, from Wachovia Bank, National Association with
respect to the parties' Credit Agreement, dated June 8, 2007,
entered into by the Company; its subsidiaries Riviera Operating
Corporation, Riviera Gaming Management of Colorado, Inc. and
Riviera Black Hawk, Inc. with Wachovia, as administrative agent
and as the sole initial lender, before giving effect to loan
participations; Wells Fargo Foothill, Inc., as syndication agent;
CIT Lending Services Corporation, as documentation agent; and
Wachovia Capital Markets, LLC, as sole lead arranger and sole
bookrunner.


ROGERS COMMUNICATIONS: S&P Lifts Rating on Senior Notes From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Toronto-based Rogers Communications
Inc. to 'BBB' from 'BBB-'.  The outlook is stable.  The rating
action affects C$8.12 billion of the C$8.65 billion of reported
debt outstanding at the company on March 31.

At the same time, S&P raised the ratings on RCI's senior unsecured
notes to 'BBB' from 'BBB-'.  These rating actions affect $5.54
billion of the principal amount of senior unsecured U.S. dollar
notes and $635 million of the principal amount of senior unsecured
Canadian dollar notes.  S&P also raised the rating on the
company's US$400 million 8% senior subordinated notes due 2012 to
'BBB-' from 'BB+'.

"The upgrade follows management's clarification of the company's
commitment to a 'moderate' financial policy, which S&P understand
includes limiting adjusted debt leverage to within S&P's 3x
target," said Standard & Poor's credit analyst Madhav Hari.  While
in S&P's view RCI has meaningfully strengthened its business risk
profile and improved its credit metrics in the past several years
to what S&P considers solid investment-grade measures, the
financial policy clarification represents a more clearly
articulated target that, if adhered to, would support the ratings.

"In our view, the ratings on RCI reflect the company's position as
the leading wireless provider in Canada; the strong business risk
profile of its sizable cable operations in Ontario and Atlantic
Canada; the added business diversity provided by a smaller, but
profitable, media segment; and our expectations that the company
will remain competitive," Mr. Hari added.

Also supporting the ratings, in Standard & Poor's opinion, are the
company's substantively improved credit metrics in recent years
driven primarily by solid cash flow generation at the wireless
division.  Tempering factors include the near-term threat of
increased wireless competition; the medium-term risk of cable
subscriber losses following Bell Canada's (BBB+/Stable/--)
terrestrial video services launch; the company's historically
acquisitive growth strategy, and historically aggressive financial
polices; and high capital expenditures in RCI's cable and wireless
operations.

RCI is a diversified Canadian communications and media company
engaged in three primary lines of business: wireless voice and
data communications services through Rogers Wireless Inc.; cable
television, high-speed Internet access, residential telephony,
business telecom services, and retail stores through Rogers Cable
Inc.; and radio, television broadcasting, televised shopping,
publishing, and sports entertainment through Rogers Media Inc.

The stable outlook is based on what S&P views as RCI's attractive
asset mix, strong market position, broad distribution, and
execution, which should allow the company to remain competitive,
increase its revenues and EBITDA (albeit at a more modest pace
than in recent years), and generate an estimated annual free
operating cash flow of well over C$1 billion in the next couple of
years.  Absent an unexpected major acquisition, even with an
assumption of increased share repurchases, Standard & Poor's
currently expects that adjusted debt to EBITDA should not vary
materially from the 2.3x level at Dec. 31, 2008.  The current
ratings and outlook have placed significant emphasis on the
company adhering to a moderate financial policy, which includes
limiting adjusted debt leverage to within S&P's 3x target.  Should
competitive risks moderate relative to S&P's current expectations,
or if the company articulates and demonstrates a more conservative
financial policy including sustaining adjusted debt leverage at
the low 2x, S&P could consider revising the outlook to positive.
Even with increasing competition, given what S&P view as RCI's
dominant market position and the high degree of revenue visibility
characteristic of the wireless and cable businesses, S&P would not
expect discretionary cash flow to experience a major decline
within the next two years.  Therefore, an outlook revision to
negative could result from either a change to a more aggressive
financial policy or a major acquisition that markedly increases
debt.


ROLLAND WEDDELL: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rolland P. Weddell
        4771 Conte Drive
        Carson City, NV 89706

Bankruptcy Case No.: 09-51425

Chapter 11 Petition Date: May 10, 2009

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  kevin@darbylawpractice.com
                  Darby Law Practice, Ltd.
                  200 South Virginia St., Ste. 800
                  Reno, NV 89501
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
USA Investment Partners        judgment          $7,000,000
c/o Erica Pike Turner, Esq.
3960 Howard Hughes Pkwy # 900
Las Vegas, NV 89169

Michael B. Stewart             decision          $2,000,000
c/o Keegan Low, Esq.
71 Washington Street
Reno, NV 89503

Aurora Investments             judgment          $1,700,000
c/o James Pengilly, Esq.
4525 Spring Mountain Rd ??
Las Vegas, NV 89102

Jeff Kirby                                       $333,000

Christopher Weddell            personal loan     $300,000

Alan R. Smith, esq.            legal fees        $75,000

Sky High Sports, LLC           personal loan     $50,000

Joan Wwright, Esq.             legal fees        $35,000

Mark Gunderson, ESQ.           legal fees        $35,000

Internal Revenue Service       941 payroll taxes $30,000

Chase                          credit card       $14,722

Wells Fargo Card Ser           credit card       $11,702

Citi                           credit card       $9,170

American Express               credit card       $5,770

Bmw Financial Services         lease             $5,000

Visdsnb Bankruptcy             credit card       $4,812

Capital 1 Bank                 credit card       $4,451

Bac/Fleet Bankcard             credit card       $1,953


SENCORP: Files for Ch. 11 to Sell Business to Investor Group
------------------------------------------------------------
SENCORP and all its operating affiliates said May 8 that it
entered into an asset purchase agreement to sell substantially all
of the Company's assets to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.  To
consummate the sale, SENCORP and nearly all of its operating
affiliates will file for relief under Chapter 11 of the United
States Bankruptcy Code before the U.S. Bankruptcy Court for the
Southern District of Ohio.  The sale of the Company, expected to
close within approximately 60 days, is contingent upon bankruptcy
court approval and remains subject to overbids pursuant to a 11
U.S.C. Sec. 363 process.

SENCORP proposes to the Court this sale process:

   -- Wynnchurch will be the stalking horse bidder, with its offer
      for $41,000,000 in cash, subject to adjustments, plus the
      assumption of certain liabilities.

   -- Deadline for other interested parties to submit materials
      will be on June 5.

   -- Qualified bids will be due June 19.  Bids must be offer at
      least $43,050,000 in cash.

   -- An auction will be held June 24.

   -- The Court will consider approval of the results of the
      auction at a hearing on June 26.

   -- Closing is expected to occur on July 10.

The Bid Procedures is due for hearing on May 22.

Pursuant to the Stalking Horse Agreement, Wynnchurch's affiliate
Senco Holdings, Inc., will purchase substantially all of the
Debtors' assets, except, among other things, avoidance actions.
Senco Holdings "expects to extend offers " to substantially all of
the Debtors' employees.  Senco Holdings will receive a $1,000,000
break-up fee if the Debtors close a deal with other parties.  A
copy of the Stalking Horse Agreement is available for free at:

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

The Company's existing lender group, led by Bank of America, will
provide "debtor in possession" financing to support the business
through the 363 sale process.  The postpetition financing is
conditioned on the Debtors' pursuit of a sale process within a
specified time frame, accordingly, the Debtors have proposed a
fast-tracked process.  About $23 million was due and owing in
respect loans and other financial accommodations as of the
petition date.

The Company believes that the transaction and the interim
financing will allow it to complete its financial restructuring
expeditiously with no disruption to its operations or customer
service.  The Company expects the sale to reduce its liabilities
burden, enhance its competitiveness under its major brands SENCO,
TyRex and SenSource Global Sourcing, and position it for growth
and profitability in the future.  With the exception of its Taiwan
branch, the Company's non-U.S. entities are not part of the
Chapter 11 filing, but will be purchased as part of the
transaction (with the exception of the Taiwan branch and the
Company's dormant German subsidiaries.)

"Despite the considerable challenges we've faced in the last 18
months, as an industry and as a company, we've made significant
progress toward becoming a more efficient and profitable
organization," said Peter van der Wel, President of Global
Fastening Solutions (GFS), SENCORP's management group responsible
for overseeing the Company's various brand operations. "We intend
to move through this process as quickly as possible and our doors
will remain fully open. Our commitment to our employees and
customers will not change," added van der Wel. "We firmly believe
that this transaction will put the Company in a significantly
stronger financial position, which is good news for our employees,
customers and suppliers."

"We look forward to the prospect of working with both Wynnchurch
and Great Lakes," added van der Wel, "as, collectively, their
experiences complement our business very well."

                         First Day Motions

Aside from the proposed DIP financing and sale procedures, SENCORP
is seeking the Bankruptcy Court's approval of a number of
customary "first day" motions designed to support its employees,
customers and suppliers during the restructuring process.  As part
of these motions, the Company has asked the Court for permission
to continue paying employee wages and salaries without
interruption.  Additionally, one of the Company's highest
priorities is to ensure the restructuring process does not impact
its customers.  GFS expects its customer policies, programs and
promotions to continue without interruption. Finally, during the
restructuring process, vendors should expect to be paid for post-
filing goods sold and services rendered to the Company in the
ordinary course of business.

The Court will consider approval of the first day motions today,
May 12.

                 Economic Woes Blamed for Filing

David T. Fyffe, vice president-corporate financial operations and
treasurer of SENCORP, relates that certain aspects of the Debtors'
businesses, including the SENCO name, have existed for over 50
years.  As further evidence of the Debtors' long-term success,
most of the Debtors' top ten customers have purchase products from
the Debtors for more than 20 years.

Despite their historical strength, the Debtors have not been
immune to the recent widespread economic downturn, Mr. Fyffe says.
Over the past several years, the Debtors' sales volume and
profitability have been negatively impacted by several economic
factors, including (a) the sharp rise in the price of steel rod
(the Debtors' primary raw material) to historic levels in 2008,
(b) a severe decline in residential and commercial construction
(the Debtors' primary customer segments) and (c) the deteriorating
economic conditions leading to the current recession.

In response to these economic challenges, the Debtors implemented
several critical initiatives in 2008 and early 2009.  Among other
things, the Debtors have implemented significant workforce
reductions, as well as significant pay reductions for all of the
Debtors' remaining employees, including senior management.  The
Debtors have also consolidated domestic manufacturing operations
from two facilities to one, and have closed three of their six
distribution centers.  The Debtors have also implemented several
moves designed to increase efficiency in inventory, supply and
international operations.

"Despite these efforts, it has recently become clear that the
Debtors do not have sufficient liquidity to survive the current
economic downturn in their current state," Mr. Fyffe states.  As a
result, the Debtors engaged Mesirow Financial, Inc., on March 9,
2009, to serve as investment bankers for the Debtors to assist the
Debtors in exploring possible sale transactions.

Mesirow contacted over 100 financial and strategic parties, and
after an intense, expedited marketing period the Debtors
determined that the highest and best offer presently available to
the Debtors was an offer from Wynnchurch to serve as a stalking
horse bidder in a sale of substantially all of the Debtors' assets
under Section 363 of the Bankruptcy Code.

                           About SENCORP

SENCORP and its affiliates are privately-held companies that
collectively constitute a leading designer, manufacturer and
distributor of branded pneumatic and battery powered staplers,
nailers and screw systems and collated staples, nails and screws.
The Debtors' brand names are well-known in the industry for
quality, reliability and service.  Certain aspects of SENCORP's
businesses, including the SENCO name, have existed for over 50
years.  Most of the Company's top ten customers have purchase
products.

SENCORP and its affiliates filed for Chapter 11 on May 8 (Bankr.
S. D. Ohio Case No. 09-12869) to facilitate the sale of its assets
under 11 U.S.C. Sec. 363 to an investor group led by Wynnchurch
Capital, Ltd., and including Great Lakes Equity Partners.

The Debtors are proposing to employ The Garden City Group, Inc. as
notice, claims and balloting agent; Mesirow Financial, Inc. as
Investment Banker; Morris-Anderson & Associates Ltd., for advice
on restructuring alternatives; Latham & Watkins LLP as bankruptcy
counsel; and Frost Brown Todd LLC as co-counsel.

The secured lenders are represented by Katten Muchin Rosenman
LLP.


SENCORP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SENCORP
        fka See Schedule 1
        4270 Ivy Pointe Boulevard
        Cincinnati, OH 45245

Bankruptcy Case No.: 09-12869

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sentron Medical, Inc.                              09-12872
Gregg Laboratories, Inc.                           09-12875
TyRex, LLC                                         09-12876
SenSource Global Sourcing, LLC                     09-12877
Senco International, Inc.                          09-12880
Omnifast, LLC                                      09-12881
Nexicor, LLC                                       09-12883
Senco Products, Inc.                               09-12884
Senco Export, Inc.                                 09-12886
Global Fastening Solutions, LLC                    09-12887
Agrifast, LLC                                      09-12890
S C Financial, Inc.                                09-12891

Type of Business: The Debtors sell air-powered nail guns and
                  fasteners.

Chapter 11 Petition Date: May 8, 2009

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtors' Counsel: Ronald E. Gold, Esq.
                  rgold@fbtlaw.com
                  Frost Brown Todd LLC
                  2200 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981

                    -- and --

                  Latham & Watkins LLP
                  223 S. Wacker Drive
                  Chicago, IL 60606

Financial Advisor: Morris-Anderson & Associates Ltd.

Investment Banker: Mesirow Financial Inc.

Claims Agent: The Garden City Group

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
De Poan Pneumatic              trade debt        $3,959,859
249 No. 81 Museum Road
Ba-Li Shiang, Taipei Hsien
China
Tel: 886-2-2619-5619
Fax: 011-886-2-2619-5777

Corus International Trading    trade debt        $3,394,854
Ltd.
30 Millbank
London SW1P 4WY
UK
Tel: 44(0) 20-7717-4444
Fax: 011-44-20-7717-4455

Keystone Steel & Wire          trade debt        $3,387,767
PO Box 952402
St. Louis, MO 63195
Tel: (309) 697-7422
Fax: (309) 697-7422

Deench Corp.                   trade debt        $2,864,237
No. 18 2nd Industrial Road
Tainan Taiwan
China
Tel: 011-886-6-384-01-23
Fax: 011-886-6-384-01-01

Trim International Inc.        trade debt        $2,404,115
Fl. 21 No. 508
Chung Hsiao East Road
Sec. 5, Taipei
Taiwan Roc China
Fax: 011-866-2-759-6620

China Staple Enterprises       trade debt        $1,372,956
Corp.
N158 No. Tai Min Road
Wu Jih Hsiang
Taichung Gsien
China
Fax: 011-866-4-23354374

Stemcor USA Inc.               trade debt        $1,188,609
350 Fifth Avenue, Ste. 7815
New York, NY 10118-7894
Tel: (212) 563-0262
Fax: (212) 563-0403

Senco Pneumatic H.K. Ltd.      trade debt        $978,588
Blk B. 9/F, Unit 2
Tonic Ind. Centre
Kowloon, HKG
Fax: 852-2796-8407

Johnstown Wire Technology      trade debt        $931,885
124 Laurel Avenue
Johnstown, PA 15906
Tel: (814) 532-5650
Fax: (814) 532-5646

Xingya Cincinnati              trade debt        $819,585
No. 88 Liu Tai Road
Liuhe Town
Taicang City 215431
China
Tel: 0086-512-53612369
Fax: 011-86-512-53613958

King Steel Corp.               trade debt        $783,930
Drawer #1656
PO Box 79001
Detroit, MI 48279-1656
Fax: (810) 953-1718

Precision Fasteners LLC        trade debt        $568,632

Techtronic Industries Co. Ltd. trade debt        $567,028

Sterling Steel LLC             trade debt        $545,081

Duke Energy                    trade debt        $409,368

Basso Industry Corp.           trade debt        $378,951

Je Il Steel Co. Ltd.           trade debt        $363,946

Chong Cheng Xing               trade debt        $310,948

Worthen Industries Inc.        trade debt        $308,379

Laboratorie Primatech Inc.     trade debt        $284,799

Dubai Wire F Z E               trade debt        $263,789

Tainjin Xin Tong               trade debt        $236,175

Advanced Facilities Inc.       trade debt        $228,368

Trim International Inc. (HK)   trade debt        $222,061

Tecnofil SPA                   trade debt        $220,888

Central Wire-Union             trade debt        $210,785

Senco Latin America            trade debt        $198,291

L&P Financial Services/        trade debt        $196,830
Metrock Steel

Gerard Limitada                trade debt        $181,685

US Fasteners West              trade debt        $175,218

The petition was signed by David T. Fyffe, vice president -
corporate financial operations.


SERVICE NET: Collateral to be Sold at Auction Set on May 21
-----------------------------------------------------------
SN Lender Agent, LLC, as administrative and collateral agent under
that certain First Lien Credit and Guaranty Agreement, dated as of
May 15, 2007, as amended on June 11, 2007, will sell substantially
all of the assets of Service Net Solutions, LLC, on May 21, 2009,
at 9:30 a.m., prevailing Eastern Time, at:

      Lowenstein Sandler P.C.
      1251 Avenue of the Americas
      New York, NY 10020

The Debtor and the guarantors of the Debtors are, collectively, a
leading third-party admnistrator of extended warranty programs in
the consumer products industry.

The public sale will be sold for cash, on an "as is, where is"
basis.  The collateral, including any capital stock or other
equity interests, will be sold to the highest bidder and is
offered as a single block as a going concern business.

Interested parties may contact:

     Don w. Millen, Jr., Managing Director
     Dragonfly Capital
     1310 S. Tryon Street, Suite 109
     Charlotte, NC 28203
     Tel: (704) 342-3491
     Fax: (704) 342-9750
     don@dragonflycapital.com


SHEARSON FINANCIAL: Emerges From Bankruptcy Protection
------------------------------------------------------
Shearson Financial Network Inc. emerged from bankruptcy on May 7,
2009.

The Debtor filed a plan of reorganization on November 19, 2008,
and an amended plan on December 18, 2008.  The United States
Bankruptcy Court "confirmed" Shearson's First Amended Joint Plan
on February 25, 2009.

Harry R. Kraatz, the newly appointed Chairman and Chief Executive
Officer of Shearson, stated that, "The Plan was overwhelmingly
supported by the Company's creditors and it represented a
comprehensive and fair proposal for the treatment of outstanding
claims.  No objection to confirmation of the Plan was made."

Greg Garman, Esq., at Gordon Silver said, "In these challenging
times it was encouraging to work with Shearson and its creditors
to get the company restructured and out of bankruptcy within a
matter of months."

Shearson Financial Network Inc. (Pink Sheets: SHSNQ) formerly
known as Blue Star Coffee, Inc. and Consumer Direct of America, is
a Nevada corporation formed in July 2000 to sell specialty coffee
beans, brewed coffee and espresso-based beverages through company-
owned and franchised retail locations.  In February 2002, Blue
Star, which was then in the development stage, acquired all of the
outstanding stock of Consumer Capital Holdings, Inc. and Consumer
Capital Holdings became a wholly owned subsidiary of Blue Star.
After its acquisition of Consumer Capital Holdings, Blue Star
changed its name to Consumer Direct of America.  On May 1, 2006,
the Company changed its name to Shearson Financial Network, Inc.,
is a direct-to-consumer mortgage broker and banker with revenues
derived primarily from origination commissions earned on the
closing of first and second mortgages on single-family residences.
The Company's wholly owned subsidiary, Shearson Home Loans,
formerly known as Consumer Direct Lending Inc. is a Nevada
corporation formed in October 2001 to originate retail mortgages
and to provide mortgage banking services.  The board of directors
of CDL approved to change the name of the Company from Consumer
Direct Lending, Inc. to Shearson Home Loans on June 22, 2005.

The Company filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code on June 16, 2008 (Bankr. D. Nev.
Case No. 08-16350).  The Company entered into and closed in August
2008, a Security Agreement with AJW Partners, LLC, AJW Master
Fund, ltd., and New Millennium Capital Partners, LLC.  The DIP
Funders agreed to provide the Company with up to $500,000 in
financing and the Company agreed to issue Senior Secured
Administrative Priority, Debtor-In-Possession Callable Secured
Convertible Notes in an aggregate amount up to $500,000.  To
induce the DIP Funders to purchase the DIP Notes, the Company has
agreed to grant to the DIP Funders a first priority security
interest in certain property of the Company to secure the prompt
payment, performance and discharge in full of all of the Company's
obligations under the DIP Notes.  In accordance with the DIP
Security Agreement, the Company received $175,000 on August 12,
2008, an additional $150,000 on October 17, 2008, and an
additional $175,000 on December 5, 2008.

The DIP Notes matured on January 31, 2009; however, the DIP
Funders agreed to forbear until the company's reorganization plan
can be confirmed.  Interest associated with the DIP Notes is 8%
per annum, which is payable upon maturity.

In February 2009, the Debtor filed a Form 10-KSB with the
Securities and Exchange Commission, disclosing $4,016 in total
assets and $38.2 million in total liabilities as of December 31,
2007.  The Company had $30.7 million in total assets and
$24.0 million in total liabilities as of December 31, 2006.


SK FOODS: Sent to Chapter 11 by Creditors; To File Own Petition
---------------------------------------------------------------
Creditors filed an involuntary Chapter 11 petition against tomato
grower and processor SK Foods LP and affiliate RHM Supply/
Specialty Foods Inc. before the U.S. Bankruptcy court for the
Eastern District of California (Sacramento), Bloomberg's Bill
Rochelle reported.

According to the report, Monterey, California-based SK said it was
preparing to file a voluntary Chapter 11 petition when lenders
filed the involuntary petition.

The company employs 2,500 workers during the processing season.

The cases are SK Foods LP and RHM Supply/Specialty Foods Inc.,
09-28955 and 09-28956, both in U.S. Bankruptcy Court, Eastern
District California (Sacramento).


SKYLINE COSMETIC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Skyline Cosmetic Dentistry, LLC
           fdba Vet Management, LLC
        3918 W. Ina Road, D-100
        Tucson, AZ 85741

Bankruptcy Case No.: 09-09917

Chapter 11 Petition Date: May 8, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

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 Victor Elias Trujillo, president of the
Company.


SONIC AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Charlotte, North Carolina-based Sonic
Automotive Inc. to 'SD' (selective default) from 'CCC+'.  S&P also
lowered its rating on the company's 5.25% convertible debt to 'D'
(default) from 'CCC-', while leaving the issue-level ratings on
Sonic's other debt issuances unchanged.  The recovery rating on
the 5.25% debt is unchanged, at '6', indicating that lenders can
expect negligible (0 to 10%) recovery in the event of a payment
default.  S&P also removed the ratings from CreditWatch, where
they had been placed on February 13, 2009, with developing
implications.

These actions follow the company's announcement that it has
completed an exchange of its 5.25% convertible senior subordinated
notes due May 7, 2009, for a combination of new debt, equity, and
cash.

"Under our criteria, S&P view an exchange offer at a discount to
par by a company under substantial financial pressure as a
distressed debt exchange and tantamount to a default," said
Standard & Poor's credit analyst Nancy Messer.  "Only about 15% of
the debtholders received full par value at maturity, while the
remaining debtholders received mostly new debt securities that S&P
believes will trade well below par in the market," she continued.

S&P expects to assign a new corporate credit rating within the
next two weeks, which will be based on, among other things, S&P's
assessment of the company's new capital structure, maturity
schedule, liquidity profile, and other financial and business risk
factors following the financial restructuring.  S&P's preliminary
expectation is that Sonic's corporate credit rating will likely
not rise above the 'CCC' category because of the company's near-
term refinancing problems, including the revolving facility that
expires in February 2010 and the 4.25% convertible senior
subordinated notes that are due 2015 but redeemable at the
holders' option in November 2010.  S&P expects to rate the new
debt issuance as well.

Under the subscription agreement reached with 85% of the holders
of the 5.25% convertible debt, Sonic exchanged $90 million
principal amount of the existing notes for $86 million principal
amount of new 6.0% senior secured second-lien convertible notes
due 2012 and about $4 million of class A common stock.  The new
notes will mature on May 15, 2012.  Existing noteholders who did
not agree to participate were repaid at maturity with cash drawn
down from the company's revolving credit facility and/or proceeds
from an equity offering that raised $3 million from members of the
company's management team and board of directors in a private
placement.  The transactions closed May 7, 2009.

Also, on May 4, Sonic entered into an amendment to its credit
agreement dated February 17, 2006.  The amendment removes the
requirement for Sonic to deliver to lenders an opinion from its
auditors with respect to its fiscal year ended December 31, 2008,
without any "going concern" exception such as that contained in
the company's form 10-K.  The size of the revolving commitment
will be reduced to $185 million from $415 million, and pricing
increased.

S&P's downgrades do not reflect an increase in Sonic's risk of
bankruptcy in S&P's view, and S&P recognizes that this exchange
eliminates one important refinancing hurdle for the company.
However, the debt exchange will not reduce Sonic's leverage, and
its interest expense may rise slightly.  In addition, the company
must still address other near-term maturities, and liquidity will
be eroded by a reduction in the revolving facility.  Sonic's
revolving facility commitment expires in February 2010 -- less
than one year from now.

Sonic also has $158 million, 4.25% convertible senior subordinated
notes due November 2015, but redeemable at the holders' option in
November 2010.  If Sonic is unable to eliminate this maturity by
August 25, 2010, holders of the new notes being issued in the
exchange offer may require the company to repurchase all or a
portion of the new notes.

Sonic's tight near-term liquidity has been exacerbated by the U.S.
recession, which has caused consumers to defer vehicle purchases
and maintenance.  This, in combination with the weak credit
markets, makes the near-term outlook for speculative-grade
issuance or refinancing more challenging in S&P's view.  As S&P
has noted previously, S&P believes financial risk will remain
relatively high for all the rated auto retailers in 2009 and 2010
because of severe auto market weakness.


SOURCE INTELINK: Shares to Cease Trading on Nasdaq Thursday
-----------------------------------------------------------
Source Interlink Companies, Inc., received notice of a
determination of the staff of the Nasdaq Listing Qualifications
Department.  The Company said its common stock will cease trading
on the The Nasdaq Stock Market at opening of business on May 14,
2009.

On May 5, in accordance with Nasdaq Marketplace Rules 5100,
5110(b), and IM-5100-1, the Company was notified Nasdaq will:

   -- delist the Company's common stock (trading symbol: SORC)

   -- suspend trading in the Company's common stock at the opening
      of business on May 14, 2009, and

   -- file a Form 25-NSE with the Securities and Exchange
      Commission removing the Company's common stock from listing
      and registration on The Nasdaq Stock Market.

The NASDAQ staff provided these reasons for the delisting: the
bankruptcy filing announced by the Company and the associated
public interest concerns raised by it; concerns regarding the
residual equity interest of the existing listed securities
holders; and concerns about the Company's ability to sustain
compliance with all requirements for continued listing on The
Nasdaq Stock Market.

Additionally, the notice stated that the Company was not in
compliance with Listing Rule 5250(c)(1) for continued listing
because the NASDAQ staff has not received the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 2009.
The NASDAQ staff determined that, in view of the bankruptcy
filing, it would not provide the Company an opportunity to submit
a plan of compliance with respect to the delinquent filing.
Accordingly, the filing delinquency serves as an additional basis
for delisting the company's common stock on The Nasdaq Stock
Market.

The Company does not intend to request a hearing with the Nasdaq
Listing Qualifications Panel to appeal the proposed delisting.

On April 28, the Company announced that it had reached a
restructuring agreement to take the Company private and eliminate
nearly $1 billion of its existing debt.  To facilitate the
restructuring, the Company filed a lender-approved pre-packaged
Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy
Code.  The Court set a hearing for May 28, 2009 to confirm the
Company's Plan of Reorganization.

In accordance with the Company's plan to go private, The Nasdaq
Stock Market informed the Company by letter dated May 5, 2009,
that the Company's common shares would be delisted and all trading
suspended at the opening of business on May 14, 2009, pursuant to
NASDAQ Marketplace Rules 5100, 5110(b), IM-5100-1 and 5250(c)(1).
The action followed the filing of the Company's Plan of
Reorganization and decision to devote its resources to the
restructuring process rather than the filing of its Annual Report
on Form 10-K for the fiscal year ended January 31, 2009.  Because
the delisting is a necessary step in the Company's plan to go
private, the Company does not intend to request a hearing before
the Nasdaq Listing Qualifications Panel to appeal the decision.

Source Interlink Chairman and Chief Executive Officer Greg Mays
said, "We continue to be very pleased with the progress made this
week in our plan to go private and eliminate a substantial portion
of our existing debt.  We are also pleased with the response of
our trading partners, all of which have enthusiastically supported
our plan.  Our restructuring is progressing better than expected.
We are on schedule to emerge shortly with significantly less debt,
materially reduced interest expense and substantially improved
free cash flow allowing us to capitalize on several operational
opportunities to further improve and grow our business.  Our
restructuring also will permit our employees to continue to do
what they do best -- provide exceptional service to our
customers."

                     About Source Intelink

Bonita Springs, Florida-based Source Interlink Companies, Inc. --
http://www.sourceinterlink.com/-- is a U.S. distributor of home
entertainment products and services and one of the largest
publishers of magazines and online content for enthusiast
audiences.  Source Interlink Media, LLC, publishes more than 75
magazines and 90 related Web sites.  Source Interlink Distribution
services tens of thousands of retail store locations throughout
North America distributing DVDs, music CDs, magazines, video
games, books, and related items.  In addition to distributing more
than 6,000 distinct magazine titles annually, the Company
maintains the largest in-stock catalog of CDs and DVDs in the U.S.
-- a combined total of more than 260,000 titles.  Supply chain
relationships include consumer goods advertisers, subscribers,
movie studios, record labels, magazine, book, and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.

Source Interlink Companies, Inc., and 17 affiliates filed for
bankruptcy on April 27, 2009 (Bankr. D. Del. Case No. 09-11424).
Judge Kevin Gross presides over the case.  David Eaton, Esq., and
David Agay, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones,
Esq., Mark M. Billion, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl Young Jones in Wilmington, Delaware, serve
as bankruptcy counsel.  Meolis & Company LLC serves as the
Debtors' financial advisors, while Kurtzman Carson Consultants LLC
is the Debtors' claims and notice agent.

As of April 24, 2009, the Debtors had $2,436,005,000 in total
assets and $1,995,504,000 in total debts.


SOVRAN SELF: Fitch Downgrades Issuer Default Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding credit ratings of Sovran Self Storage, Inc. and Sovran
Acquisition Limited Partnership (together, Sovran or the company).
The ratings have also been placed on Rating Watch Negative.  The
downgrades are:

Sovran Self Storage, Inc.

  -- IDR to 'BB+' from 'BBB-';

  -- $125 million senior unsecured revolving credit facility to
     'BB+' from 'BBB-';

  -- $250 million senior unsecured term loan to 'BB+' from 'BBB-';

  -- $250 million senior unsecured term notes to 'BB+' from 'BBB-
     '.

Sovran Acquisition Limited Partnership (as co-borrowers)

  -- IDR to 'BB+' from 'BBB-';

  -- $125 million senior unsecured revolving credit facility to
     'BB+' from 'BBB-';

  -- $250 million senior unsecured term loan to 'BB+' from 'BBB-';

  -- $250 million senior unsecured term notes to 'BB+' from 'BBB-
     '.

The ratings downgrade centers on the fact that the company's
leverage covenants contained in its unsecured debt agreements
limit the company's liquidity and restrict Sovran's financial
flexibility.

Per a Sovran regulatory filing made with the Securities and
Exchange Commission on May 6, 2009, the company noted that these
leverage ratio covenants limit total consolidated liabilities to
55% of gross asset value.  As of March 31, 2009, this ratio was
55.4%.  As of April 30, 2009 the company believes it is in
compliance with the original covenant provision.

Presuming the company receives a waiver regarding this covenant
breach, Fitch is concerned that the company will continue to have
limited availability to draw its unsecured revolving credit
facility.  Fitch estimates that the company will have the ability
to draw an additional $10 million on this $125 million facility
before breaching the leverage ratio covenant.

Further, Sovran may also violate this covenant in the future if
property-level fundamentals continue to weaken.  Sovran expects a
decline in same store net operating income of 2%-4% for 2009.  A
decline of NOI within this range would likely result in a breach
of the leverage ratio covenant.

For the covenants to no longer constrain the company's ability to
draw on its unsecured credit facility, Fitch believes Sovran would
need to delever via asset sales or a common equity issuance.

Fitch notes that while leverage and coverage metrics have
weakened, they remain strong for the 'BB+' rating.  Leverage, as
measured by debt to undepreciated book capital, has increase
modestly to 46.0% as of March 31, 2009 from 44.3% as of March 31,
2008.  Additionally, debt to recurring EBITDA has increased to 5.8
times (x) from 5.4x as of March 31, 2009 and 2008, respectively.

Coverage metrics have weakened but remain strong for the rating
category, as evidenced by the company's total interest coverage
(defined as recurring EBITDA divided by the sum of interest
expense and capitalized interest) of 2.7x at March 30, 2009.  At
Dec. 31, 2008 and Dec. 31, 2007, this coverage ratio was 2.9x and
3.2x, respectively.

The Rating Watch will be resolved upon the result of the waiver
negotiations and further review of the company's ability to
delever to increase availability under its unsecured revolving
credit facility.


STANDARD MOTOR: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Standard Motor Products Inc. to 'SD'
(selective default) from 'CC' and lowered its issue-level rating
on the company's subordinated debt to 'D' (default).

"The rating actions are consistent with our previously published
intentions to lower the rating upon the company's completion of a
debt exchange offer, which S&P views as distressed under its
criteria and, as such, tantamount to a default," said Standard &
Poor's credit analyst Lawrence Orlowski.

The company announced on May 4, 2009, that $12.3 million principal
amount of its 6.75% convertible subordinated debentures due 2009
have been tendered in exchange for newly issued 15% convertible
subordinated debentures due 2011.  In S&P's view, the exchange
offer was made by a company under substantial financial pressure
and provided investors with less than the original promise -- in
this case, the new debentures' maturities extend beyond the
original maturities.  Following the transaction, approximately
$32 million aggregate principal amount of 6.75% debentures will
remain outstanding until maturity on July 15, 2009.

S&P expects to assign a new corporate credit rating to Standard
Motor Products within the next two weeks.  The new rating will be
based on, among other things, S&P's assessment of the company's
new capital structure, liquidity profile, and ability to meet the
remaining July maturities.


STANDARD MOTOR: Enters Into Indenture with HSBC for 15% Debentures
------------------------------------------------------------------
Standard Motor Products, Inc., entered into an Indenture, dated as
of May 6, 2009, with HSBC Bank USA, N.A., as trustee.

The Indenture provides for the issuance of the Company's 15%
Convertible Subordinated Debentures due 2011 in exchange for the
Company's outstanding 6-3/4% Convertible Subordinated Debentures
due 2009 tendered pursuant to the Company's offer to exchange of
up to $20,000,000 aggregate principal amount of New Debentures for
a like principal amount of its outstanding Old Debentures.

The Exchange Offer expired at 5:00 p.m., New York City time, on
May 1, 2009.  Pursuant to the Exchange Offer, holders of Old
Debentures tendered, and the Company accepted for exchange,
$12,300,000 aggregate principal amount of Old Debentures.  The
settlement and exchange of New Debentures and payment of
$255,993.75 for accrued interest for the tendered Old Debentures
occurred on May 6, 2009.  The Company did not receive any proceeds
from the issuance of the New Debentures.

The New Debentures bear interest at a rate of 15% per annum and
will mature on April 15, 2011.  The Company will pay interest on
the New Debentures on April 15 and October 15 of each year,
commencing October 15, 2009. Interest on the New Debentures will
be computed on the basis of a 360-day year, comprised of twelve
30-day months.  Holders may convert New Debentures into the
Company's common stock at any time prior to maturity at a
conversion price of $15.00 per share, equal to a conversion rate
of approximately 66.6666 shares per $1,000 principal amount of
debentures.  Holders will be entitled to convert any portion of a
New Debenture that is an integral multiple of $100,000, or the
entire principal amount of New Debentures held by a holder if not
an integral multiple of $100,000.

The full-text copy of the Indenture is available for free at:

           http://ResearchArchives.com/t/s?3ca0

The New Debentures are the Company's general obligations and are
not secured by any collateral, and rank equally in right of
payment with all other unsecured, unsubordinated indebtedness of
the Company.  The payment of the principal of, premium, if any,
and interest on the New Debentures are subordinated in right of
payment to the extent set forth in the Indenture to the prior full
and final payment of all of the Company's existing and future
senior debt.

The New Debentures rank PARI PASSU in right of payment to the Old
Debentures that remain outstanding.  The New Debentures are not
subject to redemption prior to maturity, but holders of the New
Debentures have the right to require the Company to purchase some
or all of their New Debentures upon a change of control (as
defined in the Indenture).

The Indenture has been qualified under the Trust Indenture Act of
1939, and the terms of the New Debentures include those set forth
in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act.

The New Debentures were issued solely to existing holders of the
Company's Old Debentures pursuant to the exemption from
registration under Section 3(a)(9) of the Securities Act of 1933,
as amended.  The Company did not pay or give, directly or
indirectly, any commission or other remuneration, including
underwriting discounts, to any broker, dealer, salesman or other
person for soliciting tenders of the Old Debentures in connection
with the Offer, and the Company did not retain any dealer, manager
or other agent to solicit tenders with respect to the Offer.

                    About Standard Motors

Headquartered in Long Island City, New York, Standard Motor
Products Inc. (NYSE: SMP) -- http://smpcorp.com/-- manufactures
and distributes replacement parts for motor vehicles in the
automotive aftermarket industry.  The company supplies Engine
Management and Temperature Control parts for motor vehicles -
domestic and imported, new as well as older vehicles.  Parts are
sold throughout the U.S., Canada, Central and South America,
Europe and Asia, by traditional warehouse distributors and auto
parts stores, as well as major retail stores.  Standard Motor
Products Inc has more than 20 factories and distribution centers
throughout the U.S., Puerto Rico, Canada, Europe and the Far East.

                        *     *     *

As reported in the Troubled Company Reporter on March 27, 2009,
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Standard Motor Products Inc. to 'CC'
from 'CCC+' and lowered the ratings on the company's various debt
issues.  The outlook is negative.


STANDARD MOTOR: Posts $527,000 Net Earnings for Q1 2009
-------------------------------------------------------
Standard Motor Products, Inc., reported financial results for the
three months ended March 31, 2009.

Consolidated net sales for the first quarter of 2009 were
$172.2 million, compared to consolidated net sales of
$208.1 million during the comparable quarter in 2008.  Earnings
from continuing operations for the first quarter of 2009 were
$787,000 or 4 cents per diluted share, compared to $13.3 million
or 68 cents per diluted share in the first quarter of 2008.
Excluding non-operational gains and losses identified on the
attached reconciliation of GAAP and non-GAAP measures, earnings
from continuing operations for the first quarter of 2009 were
$1.3 million or 7 cents, compared to $3.1 million or 17 cents per
diluted share in the first quarter of 2008.

The Company said net earnings were $527,000 for the first quarter
of 2009 compared to $13.0 million for the same period last year.

The Company had $558.2 million in total assets and $$395.9 million
in total liabilities as of March 31, 2009.

Commenting on the results, Mr. Lawrence I. Sills, Standard Motor
Products' Chairman and Chief Executive Officer, stated, "While our
results, both in terms of sales and profits, are below those of
the comparable quarter a year ago, we have seen a nice bounce back
since the fourth quarter of 2008.  For the last few months of
2008, our aftermarket customers dramatically reduced their
purchases from us, while their sales to end users remained
healthy.  During the first quarter 2009, their purchases have
begun to return to more historic levels.

"However, sales remain down from a year ago.  During our fourth
quarter conference call, we outlined the reasons for this decline.
They include: the divestiture of our Blue Streak Electronics joint
venture; a fall in the exchange rates in the U.K. and Canada; a
significant drop in OE/OES volume (though this business currently
represents only about 12% of our total); a loss of a major portion
of Carquest's business, which occurred at the end of 2008; and, in
Four Seasons, a conscious decision not to offer a pre-season
dating program.

"On the positive side, looking forward, we have gained two major
retail accounts for our Temperature Control line.  Further, we
recently finalized an agreement with Federal-Mogul to acquire
their wire and cable product line.  The sale will close in
approximately four months and will be an excellent addition to our
wire and cable business.  The operation will be fully absorbed
into our existing facilities, without assuming any Federal-Mogul
employees or facilities, and will be accretive to earnings before
integration costs.

"While our gross margin percentage is slightly lower than a year
ago, we anticipate positive comparisons for the balance of the
year, as we continue to add production hours and improve
efficiency in our three Mexican plants.  We are also in the
process of implementing a round of price increases.

"We are pleased with our improvement in operating expenses, which
are $8 million below a year ago.  While some of this is volume
related, we are also seeing the results of aggressive cost and
headcount reduction.  For example, we have reduced headcount by
close to 800 from a year ago, a 20% reduction.

"During this period, our number one priority has been to increase
cash flow and reduce debt.  During the last 12 months, from March
2008 to March 2009, we have reduced total debt by over
$85 million.  This has been accomplished through a variety of
measures, which include: sale of our Long Island City building;
substantial reductions in inventory and accounts receivable; a
salary freeze; temporarily suspending the quarterly dividend; and
all the other cost reduction measures mentioned above.

"In addition, we successfully concluded an exchange offer on
May 1, 2009 for $12.3 million of existing debentures due in July
into 15% convertible debentures maturing in April 2011.  While we
continue to explore other means of outside financing, we are
confident that with the steps we have taken we have sufficient
availability in place to redeem the $32.1 million remaining bonds
due in July.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3cb6

                    About Standard Motors

Headquartered in Long Island City, New York, Standard Motor
Products Inc. (NYSE: SMP) -- http://smpcorp.com/-- manufactures
and distributes replacement parts for motor vehicles in the
automotive aftermarket industry.  The Company supplies Engine
Management and Temperature Control parts for motor vehicles -
domestic and imported, new as well as older vehicles.  Parts are
sold throughout the U.S., Canada, Central and South America,
Europe and Asia, by traditional warehouse distributors and auto
parts stores, as well as major retail stores.  Standard Motor
Products Inc has more than 20 factories and distribution centers
throughout the U.S., Puerto Rico, Canada, Europe and the Far East.

                        *     *     *

As reported in the Troubled Company Reporter on March 27, 2009,
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Standard Motor Products Inc. to 'CC'
from 'CCC+' and lowered the ratings on the company's various debt
issues.  The outlook is negative.


STILLWATER MINING: Cash Position Won't Change Moody's Caa1
----------------------------------------------------------
Moody's Investors Service commented that Stillwater Mining
Company's performance and relatively healthy cash position are
generally in line with Moody's expectations and therefore will not
immediately impact the company's ratings, including the Caa1
corporate family rating, or negative rating outlook.  For more
information, please see the issuer comment posted on Moodys.com.

The last rating action was on December 16, 2008, when the ratings
of Stillwater Mining Company were downgraded to Caa1 from B3.

Stillwater Mining Company is headquartered in Columbus, Montana.
The company is the only US producer of palladium and platinum and
the only significant producer of platinum group metals outside of
South Africa and Russia.  Revenues in 2008 were approximately $856
million.


TAILOR: Fails to pay Bills, Taxes; Files for Chapter 11 Bankruptcy
------------------------------------------------------------------
Lisa Fickenscher at Crain's New York Business reports that Tailor
has filed for Chapter 11 bankruptcy protection after its unpaid
bills and taxes increased to more than $300,000.

Crain's relates that Tailor's lawyer, Gabriel De Virginia, blamed
the recession for the eatery's trouble, saying, "State tax and
certain other obligations that owing to the general economy,
couldn't be timely met led to the filing."

Tailor, court documents say, owes half its debt to the New York
State Department of Taxation, which is seeking sales and employee
withholding taxes.  According to Crain's the Internal Revenue
Service is also listed as Tailor's creditor.  Crain's states that
public relations and marketing firm Bullfrog & Baum has been owed
$9,000 since May 2008.  Crain's says that Tailor's landlord also
sued the Company for back rent last year.

Tailor is a restaurant in SoHo, which opened less than two years
ago, and is owned by Lauren Weiss.  It is a dinner and cocktail
lounge on 525 Broome Street that offers an eclectic menu of dishes
made to taste both sweet and savory.


TML DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TML Development LLC
        1211 East Howell St.
        Seattle, WA 98122

Bankruptcy Case No.: 09-14478

Chapter 11 Petition Date: May 8, 2009

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  lbf@chutzpa.com
                  Vortman & Feinstein
                  500 Union St., Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Robert E. Patricelli                             $3,455,344
22 Waterville Road
Avon, CT 06001

RJS & Assoc.                                     $913,140
1675 Sabre Street
Hayward, CA 94545

R & B Equipment                                  $653,210
2215 Dunn Rd.
Hayward, CA 94545

Palisade Builders                                $171,847

Bullivant Houser Bailey                          $35,000

RO Anderson Engineering                          $32,918

Bartko Zankei, et al.                            $22,000

Davis Wright Tremaine                            $17,837

Reeve Knight Constr.                             $15,000

Soilstech                                        $14,097

The petition was signed by Leonard Horton, president of paragon
resorts Inc.


TROPICANA ENTERTAINMENT: May Assume and Assign Park Cattle Leases
-----------------------------------------------------------------
Tropicana Entertainment, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to assume
and assign its lease and all associated obligations for the
operation of the Horizon Tahoe Hotel and Casino to Lake Tahoe
Realty I, LLC, a new company owned by an affiliate of Columbia
Sussex Corporation.  At the same time, Tropicana said that it has
agreed to new lease terms for the MontBleu Resort Casino & Spa,
also located in South Lake Tahoe, Nevada.

The terms for the assignment of the Horizon lease stipulate
continuous operation of non-restricted gaming at the Horizon
Casino.  However, it also provides upon transition of the property
to Lake Tahoe Realty I that casino operations be limited to no
more than 200 gaming positions.  The Horizon lease with The
Edgewood Companies expires on March 31, 2011, with three one-year
extension options.

In connection with the Horizon assignment, Lake Tahoe Realty I
will take over management of the Horizon Hotel in the next 30
days, including food and beverage operations and the parking
garage.  At that time, it will assume responsibility for Horizon
Hotel employees, staffing levels, and associated payrolls.

Lake Tahoe Realty I will assume operating control of the Horizon
Casino after it or a third-party designee has been licensed by the
Nevada Gaming Commission.  In the interim, Tropicana Entertainment
will continue to operate the casino on a limited basis under a
lease with The Edgewood Companies.  Horizon will no longer offer
table games and, depending on business levels, may also downsize
slot operations from its current level of 600.  The changes will
necessitate the elimination of approximately 75 table game and
support positions.

"We believe that the Tahoe market offers significant long term
opportunities though it is currently challenged by added supply
from cross border competitors," said Tropicana Entertainment CEO
Scott C. Butera.  "This new arrangement will allow us to operate a
highly successful first class operation at MontBleu during the
term of our lease."

Mr. Butera said that the company looks forward to the opportunity
to build its customer base at MontBleu, where the new lease was
extended ten years to 2028.

Steven Loyd, Tropicana's Tahoe area General Manager, said,
"MontBleu is one of the nicest resorts in the area.  It has a very
competitive product, loyal staff and a long and successful history
in the community.  This is a challenging time for everyone in the
gaming business, but we like the team we have assembled to meet
the challenge."

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: NJ Debtors May Use Lenders' Collateral
---------------------------------------------------------------
Debtors Adamar of New Jersey, Inc., doing business as Tropicana
Casino and Resort, and its affiliate, Manchester Mall, Inc.,
sought and obtained an interim order from Judge Judith Wizmur of
the U.S. Bankruptcy Court for the District of New Jersey,
permitting them to use the cash collateral of their prepetition
lenders under Section 363 of the Bankruptcy Code.

Debtor Tropicana Entertainment, LLC, formerly Wimar OpCo LLC,
Wimar OpCo Intermediate Holdings LLC, and certain other Debtors,
entered into a Credit Agreement dated January 3, 2007, with Credit
Suisse, as collateral and administrative agent, and certain lender
parties, pursuant to which the OpCo Lenders agreed to provide the
Tropicana Borrowers with a $1,710,000,000 secured credit facility.
The OpCo Credit Facility was used to finance the Tropicana
Borrowers' acquisition of Aztar Corporation in 2007.  The Facility
includes a $1,530,000,000 term loan and, after giving effect to a
certain OpCo Forbearance Agreement, a $90,000,000 revolving loan.
Adamar and Manchester Mall or the New Jersey Debtors were indirect
subsidiaries of Aztar.

As of the Petition Date, the total amount outstanding under the
OpCo Credit Facility is approximately $1,380,000,000.

Moreover, the OpCo Credit Facility is secured by a lien on
substantially all the assets of the Tropicana Borrowers and
certain other subsidiaries, including the New Jersey Debtors.

The New Jersey Debtors aver that they need immediate access to the
OpCo Lenders' Cash Collateral to be able to pay off their ordinary
and necessary business expenses, including payroll and related
obligations, taxes, utilities, amounts owed to merchandise vendors
and other supplier of goods and services, insurance, and costs of
administration of their cases.  Without the much needed liquidity,
the New Jersey Debtors' operations would cease, thereby resulting
in the loss of approximately 3,400 jobs, and causing the New
Jersey Debtors' estates to suffer immediate and irreparable harm,
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, the New Jersey Debtors'
proposed counsel, told the Court.

Judge Wizmur authorized, and the OpCo Lenders have consented to,
the New Jersey Debtors' use of the Cash Collateral for the period
from the Petition Date through the "Termination Date," which is
the earliest to occur of:

   (i) the date that is 30 days after the Petition Date if a
       final order has not been entered by that date;

  (ii) the date that the Interim Order or the Final Order, when
       applicable, ceases to be in full force and effect or is
       stayed in any respect;

(iii) the date on which a sale of all or substantially all of
       the New Jersey Debtors' assets is consummated; or

  (iv) the date on which an event of default will have occurred
       and is continuing beyond any applicable grace period.

The New Jersey Debtors may use the Cash Collateral for general
corporate purposes and costs and expenses related to their
Chapter 11 cases in accordance with a 13-week budget for the
period from the week ending May 6, 2009 to the week ending
July 29, 2009, a copy of which is available for free at:

     http://bankrupt.com/misc/ADAMAR_MaytoJuly09Budget.pdf

The Court further ruled that under Section 363 of the Bankruptcy
Code, the Prepetition Lenders are granted adequate protection of
their interest in the Prepetition Collateral, including the Cash
Collateral, for and equal in amount to the aggregate diminution in
the value of their interest in the Prepetition Collateral.

The Prepetition Lenders are granted valid and perfected
replacement security interests in, and liens on, all of the right,
title and interest of the New Jersey Debtors in, to and under all
present and after-acquired property of the New Jersey Debtors of
any nature whatsoever, but not including the New Jersey Debtors'
clams and causes of action under Sections 544, 545, 547, 548, or
550 of the Bankruptcy Code.  The Prepetition Lenders are also
granted, subject to payment of certain carve out, a superpriority
claim under Section 507(b) of the Bankruptcy Code.

The Prepetition Agent will also receive from the New Jersey
Debtors, from time to time after the Petition Date, current cash
payment of all fees and expenses payable to the Prepetition
Lenders or the Adequate Protection Payments.  None of these fees,
costs and expenses will be subject to separate or prior approval
by the Court.

The New Jersey Debtors are tasked to deliver to the financial
advisor of the Prepetition Lenders a proposed budget covering the
subsequent 13-week period.  Unless the Prepetition Agent provides
written notice to the New Jersey Debtors within 10 days after
receipt of the Proposed Budget that the budget has not been
approved by the steering committee or the Prepetition Lenders, the
Proposed Budget will become the "Budget."

A full-text copy of the NJ Debtors Interim Cash Collateral Order
is available at no charge at:

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

A final hearing on the Motion will be held 30 days from the entry
of the Interim Cash Collateral Order or June 1, 2009.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: NJ Debtors' Sec. 341 Meeting on May 28
---------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of the creditors of Adamar of New Jersey, Inc.,
and Manchester Mall, Inc. at 10:00 p.m., on May 28, 2009, at
Bridgeview Building, at 800 Cooper Street, in Camden New Jersey.

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

Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the New Jersey Debtors appear at the
Section 341 Creditors Meeting for the purpose of being examined
under oath by a representative of the Office of the United States
Trustee and by any interested parties that attend the meeting.

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

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Terms of $150,000,000 Icahn Exit Facility
------------------------------------------------------------------
The United States Bankruptcy Court in Delaware approved Tropicana
Entertainment, LLC's creditor-supported plans of reorganization,
as amended.

The amended versions of the First Amended OpCo Plan and First
Amended LandCo Plan dated May 5, 2009, are available for free at:

     http://bankrupt.com/misc/Tropi_AmOpCoPlan_050509.pdf
     http://bankrupt.com/misc/Tropi_AmLandCoPlan_050509.pdf

The Debtors also delivered to the Court an executed copy of the
Commitment Letter for a $150,000,000 Senior Secured Exit Credit
Facility for Tropicana Entertainment Inc. and its subsidiaries.
The OpCo Exit Facility Term Sheet dated May 4, 2009, replaces the
previous version filed on May 1, 2009.  A full-text copy of the
OpCo Exit Facility Term Sheet is available at no charge at:

http://bankrupt.com/misc/Tropi_OpCoExitTermSheetExec_050409.pdf

As reported by the Troubled Company Reporter, Tropicana obtained
the requisite votes from its creditors to form two operating
enterprises: one comprised of Tropicana's assets outside of Las
Vegas -- OpCo -- and the other made up solely of the Tropicana
Casino & Resort on the Las Vegas Strip -- LandCo.  The companies
will be owned by separate groups of creditors who will exchange
their debt for equity in the reorganized enterprises.  Unsecured
creditors will receive warrants to purchase shares or cash and
will be entitled to certain litigation proceeds.

The salient terms of the OpCo Exit Facility are:

  Lender:       Icahn Capital LP will provide the OpCo Debtors,
                on a fully underwritten basis, $130,000,000 in
                terms loans and $20,000,000 in revolver loans.
                The $130,000,000 Term Loan Facility will be
                issued at a discount of 7%.

  Purpose:      The Exit Facility will be used to repay certain
                indebtedness, including the OpCo Debtors'
                postpetition financing facility, to pay Court-
                approved administrative clams and expenses, to
                provide working capital, to pay fees and expenses
                related to the Exit Facility, and for other
                general corporate purposes.

  Limitations:  No limitations on borrowing, except that (1) each
                borrowing will be preceded by a written notice,
                (2) loans will only be made in increments of no
                less than $5,000,000, and (3) satisfaction of all
                conditions to borrowing.

  Maturity
  Date:         The Exit Credit Facility will terminate on the
                earliest of (1) the third anniversary of the
                Closing Date, or (2) the acceleration of the
                loans and termination of the commitments in
                accordance with the terms of the Facility.

                The Closing Date is the date on which borrowings
                under the Credit Facility are made, which will be
                upon consummation of the OpCo Plan approved by
                the Court pursuant to the confirmation order.

  Interest
  Rate:         All amounts outstanding under the Exit Facility
                will have an interest rate of 15% per annum.
                Upon an event of default, an additional 2% per
                annum will be payable on all amounts outstanding
                under the Exit Facility.

  Fees:         Commitment fee is equal to 5% of the Credit
                Facility Amount.

                Administrative Fee is $100,000, to be paid
                annually on each anniversary of the Closing Date.

                The Revolver OID Fee is an amount equal to 7% of
                the Revolving Facility, payable on the Closing
                Date.

                The Unused Line Fee is equal to 0.75% per annum
                multiplied by the daily average undrawn portion
                of the Revolving Facility, to accrue from the
                Closing Date and to be payable quarterly in
                arrears.

  Obligations:  All obligations of the OpCo Debtors will be
                secured by a first priority perfected lien on
                substantially all of the OpCo Debtors' property
                and assets, and an equity pledge of all the
                equity of the OpCo Debtors.

            Plans Comply with Sec. 1129 Requirements

The Debtors stepped Judge Kevin Carey of the U.S. Bankruptcy Court
for the District of Delaware through the requirements of Sections
1122, 1123 and 1129 of the Bankruptcy Code, necessary for a
confirmation of the OpCo and LandCo Plans:

   (a) The Plans' classification of Claims and Interests
       satisfies the requirements of Section 1122 because the
       Claims and Interests in each Class differ from those in
       each other Class in a legal or factual nature, or based on
       other relevant criteria.  The Plans' classification scheme
       follows the Debtors' capital structure where secured debt
       is classified separately from unsecured debt.

   (b) The Plans comply with Section 1123 in that they:

       -- designate Classes of Claims and Interests, as required
          by Section 1123(a)(1);

       -- specify the Classes of Claims and Interests that
          are unimpaired under the Plans, as required by Section
          1123(a)(2);

       -- specify the treatment of each Class of Claims and
          Interests that is Impaired, as required by Section
          1123(a)(3);

       -- satisfy Section 1123(a)(4) because the treatment of
          each Claim or Interest within a Class is the same as
          the treatment of each other Claim or Interest within
          that Class;

       -- provide adequate means for their implementation,
          satisfying Section 1123(a)(5).  The OpCo Plan provides
          for the substantive consolidation of the estate of each
          OpCo Debtor for all purposes associated with
          confirmation and consummation;

       -- satisfy Section 1123(a)(6) in that the OpCo Plan
          contemplates that the Reorganized OpCo Common Stock
          will be voting securities, and the LandCo Plan also
          contemplates that all New LandCo Common Stock issued
          will have voting rights; and

       -- contain certain provisions "that are consistent
          with the interests of creditors and equity security
          holders and with public policy with respect to the
          manner of selection of any officer, director, or
          trustee . . .,"  satisfying Section 1123(a)(7).

   (b) The Plans satisfy Section 1129(a)(2), which requires that
       the proponents comply with the applicable provisions of
       the Bankruptcy Code.  In particular, the Debtors are
       eligible debtors under Section 109 of the Bankruptcy Code
       and proper Plan Proponents under Section 1121(a) of the
       Bankruptcy Code.  The solicitation of acceptances and
       rejections of the Plan were also appropriately satisfied.

   (c) The Plans were presented in good faith, thus complying
       with the requirement under Section 1129(a)(3).

   (d) The Plans satisfy Section 1129(a)(4), which requires that
       "certain professional fees and expenses paid by either the
       plan proponent, the debtor or a person issuing securities
       or acquiring property under the plan, be subject to
       approval of the bankruptcy court as reasonable."

   (e) The Plans also disclose the identities and affiliations of
       persons designated to serve as officers or directors of
       the Reorganized Debtors before the confirmation hearing,
       satisfying Section 1129(a)(5)(A).

       The OpCo Plan provides that the current directors,
       managers, and officers of each of the OpCo Debtors other
       than the Reorganized OpCo Corporation will continue to
       serve in their current capacities after the Effective
       Date.  Also, the selection of the five initial members of
       the New LandCo Board comports with the relevant LandCo
       Plan provisions.  The appointment of the proposed
       directors of the New LandCo Board also complies with
       Section 1129(a)(5)(A)(ii) because the appointment is in
       the best interests of creditors and equity security
       holders and conforms with public policy.

   (f) Section 1129(a)(6) is inapplicable because the Plans do
       not contain any rate changes and will not require
       governmental regulatory approval, thus satisfying Section
       1129(a)(6).

   (g) The Plans satisfy the "best interest test" of Section
       1129(a)(7).

   (h) The Plans were accepted by each impaired class, thereby
       satisfying Section 1129(a)(8).

   (i) The Plans provides for the treatment of claims entitled to
       priority, thus complying with Section 1129(a)(9).

   (j) The Plans has been accepted by at least one impaired
       class, thereby satisfying Section 1129(a)(10).

   (k) The Plans are feasible within the meaning of Section
       1129(a)(11).

   (l) The Plans provide for the payment of all fees payable
       under Section 1930 of the Judiciary and Judicial Procedure
       Code and thus comply with Section 1129(a)(12).

   (m) The OpCo Plan provide for the timely payment post-
       confirmation of retiree benefits under Section 1114 of the
       Bankruptcy Code to the extent payable and thus, satisfy
       Section 1129(a)(13).  The LandCo Debtors do not have any
       obligations on account of retiree benefits.

   (n) The Debtors do not owe any domestic support obligations,
       are not individuals and are not non-profit corporations,
       thus Sections 1129(a)(14), 1129(a)(15) and 1129(a0(16)
       does not apply to their Chapter 11 cases.

   (o) The Debtors satisfy the "cram down" requirements in
       Section 1129(b) to confirm the Plans over the non-
       acceptance and deemed rejection of certain Classes.

Against this backdrop, Judge Carey approved and confirmed the OpCo
and LandCo Plans, and all documents and agreements necessary to
implement the Plans.

All objections and responses to the Plans to the extent not
withdrawn, waived or settled overruled on the merits.

The Court also approved the Plan Modifications sought, finding
them consistent with all provisions of the Bankruptcy Code.

Judge Carey finds that the OpCo Exit Facility is an essential
element of the OpCo Plan and thus, approves the terms and
conditions of the Exit Facility.

The Court hold that the Plans also satisfy Section 365 of the
Bankruptcy Code, having provided adequate assurance of future
performance for each of the assumed executory contracts and
unexpired leases, as applicable, and having cured or provided
adequate assurance that the Reorganized Debtors will cure defaults
under the contracts and leases to be assumed.

Full-text copies of the Confirmation Orders and Findings of Facts,
including the approved Plans, are available for free at:


http://bankrupt.com/misc/Tropi_OpCoPlanConfirmationOrd&Findings.pd
f

http://bankrupt.com/misc/Tropi_LandCoPlanConfirmationOrd&Findings.
pdf

"We are quite pleased with the results of what was a very
successful and efficient reorganization process," said Tropicana
Entertainment CEO Scott C. Butera.  "Tropicana exits Chapter 11
one year after filing with a new management team, solid ownership
and a substantially deleveraged balance sheet.  We are now
equipped not only to endure the economic circumstances facing the
casino gaming industry today, but also to take advantage of
opportunities as the industry rebounds in the years ahead."

Under Tropicana's approved reorganization plans, the new companies
shed more than $2,400,000,000 in debt and eliminated more than
$125,000,000 in annual interest payments.  The plans have the
companies emerging from Chapter 11 with substantial cash on hand.
OpCo's $150,000,000 exit loan commitment from Icahn Capital will
be used to repay $65,000,000 in DIP financing and certain other
indebtedness, plus fees and expenses related to the exit
financing.  It will also be used to pay court-approved
administrative claims and expenses, provide working capital, and
for other general corporate purposes.

The next step is for Tropicana to obtain regulatory approval to
implement the plans.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TUBE CITY: Weak Q1 Results Won't Affect S&P's 'B+' Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Tube City IMS Corporation (B+/Negative/--) are not
immediately affected by the company's recent announcement of first
quarter operating results which were somewhat weaker than
expected.  Tube City reported a decrease in sales and EBITDA of
about 50% and 33%, respectively, during the three months ended
March 31, 2009, compared to the prior-year period due to lower
volumes reflecting the continued weak global steel demand.

As a result, S&P currently expect debt to EBITDA for the company
to weaken to about 6x as 2009 progresses, a level S&P would
consider weak for the rating.  However, S&P does not expect it to
remain at that level for a prolonged period as, in S&P's view,
steel operating rates should modestly improve during the next
several quarters.  Despite expectations for weaker operating
results in 2009, liquidity is adequate in S&P's opinion, because
of availability under its revolving credit facility and about
$20 million still-available from a recent $50 million capital
contribution from its sponsor.  Still, S&P could lower the ratings
if near term operating results are weaker than expected due to
continued depressed market conditions with few signs of
improvement.


TURTLE CREEK: Wants to Hire Henderson Franklin as Special Counsel
-----------------------------------------------------------------
Turtle Creek, Ltd., asks the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Henderson, Franklin,
Starnes & Holt, P.A., as special counsel.

Henderson, Franklin will, among other things:

   a) render legal advise in connection with real estate, public
      financing and employment law issues;

   b) prepare documents and court papers in connection with real
      estate, public financing and employment law issues;

   c) represent the Debtor in connection with an employment action
      pending in federal district court; and

   d) perform other legal services.

The hourly rates of Henderson Franklin personnel are:

     David Cook, Esq.                    $340
     C. Richard Mancini, Esq.            $300
     Partners and Associates          $165 - $380
     Paralegals                        $60 - $130

To the best of the Debtor's knowledge, Henderson Franklin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Henderson, Franklin, Starnes & Holt, P.A.
     1715 Monroe Street
     P.O. Box 280
     Fort Myers, FL 33902
     Tel: (239) 344-1100
     Fax: (239) 344-1200

                      About Turtle Creek, Ltd.

Headquartered in Bonita Springs, Florida, Turtle Creek, Ltd. dba
Turtle Creek Apartments is a single-asset, real estate company.

The Company filed for Chapter 11 on April 29, 2009 (Bankr. M. D.
Fla. Case No. 09-08595).  Amy Denton Harris, Esq., and Stephen R
Leslie, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
represents the Debtor in its restructuring effort.  The Debtor's
assets and debts both range from $10 million to $50 million.


TURTLE CREEK: Wants to Hire Stitcher Riedel as Bankruptcy Counsel
-----------------------------------------------------------------
Turtle Creek, Ltd., asks the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Stitcher, Riedel,
Blain & Prosser, P.A., as counsel.

Stitcher Riedel will, among other things:

   a) render legal advise with respect to the Debtor's powers and
      duties as debtor-in-possession, the continued operation of
      the Debtor's business, and the management of its property;

   b) prepare on behalf of the Debtor all necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers; and

   c) appear before the Court and the U.S. Trustee to represent
      and protect the interest of the Debtor.

The hourly rates of Stitcher Riedel's personnel are:

     Stephen R. Leslie              $355
     Amy Denton Harris              $275
     Partners                    $325 - $175
     Associates                  $210 - $275
     Paralegals                   $90 - $150

Ms. Harris tells the Court that the firm received a $40,000
retainer to be applied to prepetition and postpetition services

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

Ms. Harris can be reached at:

     Stichter, Riedel, Blain & Prosser, P.A.
     110 E Madison Street, Suite 200
     Tampa, FL 33602-4700
     Tel: (813) 229-0144
     Fax: (813) 229-1811

                     About Turtle Creek, Ltd.

Headquartered in Bonita Springs, Florida, Turtle Creek, Ltd., dba
Turtle Creek Apartments is a single-asset, real estate company.

The Company filed for Chapter 11 on April 29, 2009 (Bankr. M. D.
Fla. Case No. 09-08595).  Amy Denton Harris, Esq. and Stephen R
Leslie, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
represents the Debtor in its restructuring effort.  The Debtor's
assets and debts both range from $10 million to $50 million.


US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC'
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of US Airways
Group, Inc. at 'CCC'.  Fitch has also made these revisions to
LCC's issue ratings:

  -- Senior secured credit facility rating revised to 'B+/RR1'
     from 'B/RR1';

  -- Senior unsecured rating revised to 'C/RR6' from 'CC/RR6'.

Along with the revision of LCC's senior unsecured rating, Fitch
has assigned a rating of 'C/RR6' to the company's new 7.25% senior
unsecured convertible notes.  The new notes mature in 2014 and
have an initial conversion price of approximately $4.57 per share.
Proceeds from the new notes will be used for general corporate
purposes.  Fitch no longer has a Rating Outlook on LCC.  LCC's
Rating Outlook had been 'Negative.'

LCC's ratings reflect ongoing concern regarding the airline's
liquidity position over the medium term, especially given the
potential for prolonged weakness in demand driven by the global
recession.  In addition, with a relatively large stream of new
aircraft deliveries due over the next several years, most of which
are likely to be financed, cash obligations tied to aircraft debt
service requirements are expected to rise.  The steep decline in
jet fuel costs has helped to offset much of the recent revenue
decline, however, and near-term liquidity will be bolstered by the
proceeds from the new convertible note offering, as well as cash
obtained from the sale of 15.2 million shares of common stock,
which was announced concurrently with the new note offering.
Combined, the note and share offerings will provide LCC with an
estimated $203 million in additional near-term liquidity after
underwriting discounts and offering expenses.

Along with other U.S. airlines, LCC reported a sharp decline in
unit revenue in the first quarter of 2009 as demand fell with the
weakening of the U.S. economy.  Consolidated passenger revenue per
available seat mile declined by 11% year-over-year, although total
revenue per available seat mile declined at a lower rate,
primarily due to growth in ancillary revenues tied to various new
fees.  Although April passenger loads appeared to suggest a
moderating of demand pressure, Fitch attributes much of the
relative load factor strength to the change in Easter to April
this year versus March last year, and, although load factors were
generally strong, yields appeared to be much lower year-over-year,
suggesting airlines continue to feel pressure to use lower fares
to stimulate demand.

Although liquidity continues to be somewhat tight, concerns over
LCC's near-term cash position and headroom above its bank facility
cash covenant have been mitigated somewhat by the new note and
share issuance, as well as the airline's ability to raise $115
million in additional debt capital during the first quarter of
this year.  These earlier proceeds were derived from secured
financings involving spare parts and landing slots, as well as a
loan from an airline that operates as a US Airways Express
partner.  Total cash and equivalents stood at $2.1 billion on
March 31, 2009, with $1.3 billion of that amount classified as
unrestricted.  As LCC does not have access to a revolving credit
facility, its liquidity is derived entirely from its available
cash and cash equivalents.

LCC's projected non-aircraft cash capital spending is estimated at
$180 million in 2009, and debt maturities over the medium term are
relatively light.  This, along with the share sale and new
financings, will provide LCC with the ability to shore up
liquidity somewhat over time, particularly if the revenue
environment strengthens moving into next year.  However, the
airline still needs to complete the financing for a portion of the
Airbus S.A.S. aircraft deliveries scheduled for 2009.  While
committed financing is in place for all of the narrowbody aircraft
slated for delivery in 2009, LCC has not yet reached final deals
to fund the five A330 widebodies scheduled to enter the fleet this
year.  Management appears optimistic, however, about its ability
to reach a deal with Airbus for financings on the two A330s
arriving in May and June.  For the remaining three A330s to be
delivered this year, some alternative capital source, including
the potential for a sale-leaseback, may be used.

LCC's Rating Outlook could be revised to Stable in the near to
medium term if an improving economy drives a strengthening in the
revenue environment and improvement in the airline's ability to
generate sustained positive free cash flow.  However, a
concomitant rise in oil prices potentially would offset much of
the revenue benefit.  On the other hand, LCC's IDR could be
downgraded to 'CC' if the recession proves to be longer and deeper
than currently projected, which could drive demand down further
and result in increased liquidity pressure going into the
seasonally weak fall and winter periods.  The Recovery Rating of
'RR1' reflects expectations for a recovery of 90% or more for
LCC's secured bank credit facility in a distressed scenario.  In
addition, the RR of 'RR6' on LCC's senior unsecured obligations
reflects expectations for a recovery of 10% or less in a
distressed scenario.

The revisions to LCC's issue ratings follow recent changes to
Fitch's ratings definitions.  Fitch's updated ratings definitions
specify that issuances with an RR of 'RR6' from an issuer with an
IDR of 'CCC' are assigned a rating of 'C'.  Prior to the update of
the ratings definitions, issuances with a recovery rating of 'RR6'
from an issuer with an IDR of 'CCC' could be assigned a rating of
either 'CC' or 'C'.  In addition the updated ratings definitions
specify that issuances with an RR of 'RR1' from an issuer with a
'CCC' IDR are rated 'B+'.  The prior ratings definitions specified
that such issuances would be rated 'B'.


US WEB: Public Auction Sale of Remaining Equipment Set for May 13
-----------------------------------------------------------------
Upon orders of the U.S. Bankruptcy Court for the Eastern District
of New York, a public auction sale of US Web Inc.'s remaining
unsold assets including the Debtor's equipment, machinery and
furniture will be held on May 13, 2009, at 11:00 a.m., at the
Debtor's premises located 780 Park Avenue, Huntington, New York.

In a legal notice, the equipment to be sold include web and offset
presses -- bindery plus "every imaginable piece of equipment found
in a facility of this size and quality."

Huntington, New York-based US Web, Inc., produces a variety of
direct-response materials, including sheetfed and continuous
forms, publication insert cards, postcards, mailers, brochures and
more.

On August 18, 2008, the Debtor filed for Chapter 11 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 08-74421).  Lori K. Sapir,
Esq., at Sills Cummis & Gross P.C., represents the Debtor in its
restructuring efforts.  Scott Cargill, Esq., at Lowenstein Sandler
PC, represents the official committee of unsecured creditors as
counsel.  In its filing, the Debtor listed between $10 million and
$50 million in assets and between $10 million and $50 million in
debts.


VERGE LIVING: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Verge Living Corporation filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             -------       -----------
   A. Real Property               $3,600,000
   B. Personal Property          $16,845,975
   C. Property Claimed as
      Exempt
   D. Creditors Holding
      Secured Claims                             $13,901,595
   E. Creditors Holding
      Unsecured Priority
      Claims                                          $6,350
   F. Creditors Holding
      Unsecured Non-priority
      Claims                                        $477,111
                                 ------------    -----------
           TOTAL                 $20,445,975     $14,385,056

                  About Verge Living Corporation

Goleta, California-based Verge Living Corporation fka The
Aquitania Corporation and fdba A. O. Bonanza Holding, LLC, filed
for Chapter 11 on April 24, 2009 (Bankr. D. Nev. Case No. 09-
16295).  Robert M. Yaspan, Esq., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


VERGE LIVING: Taps Robert Yaspan for Plan Negotiations
------------------------------------------------------
Verge Living Corporation asks the U.S. Bankruptcy Court for the
District of Nevada to employ the Law Offices of Robert M. Yaspan
as counsel.

The Yaspan firm will, among other things:

   a) negotiate with the creditors of the Debtor;

   b) assist the Debtor with the negotiation, confirmation, and
      implementation of the Debtor's Plan of Reorganization under
      Chapter 11; and

   c) prepare the schedule of current income and current expenses,
      statement of financial affairs, statement of all liabilities
      of the Debtor and statement of all property of the Debtor.

The hourly rates of firm's personnel are:

     Robert M. Yaspan                     $475
     Joseph McCarty                       $350
     Debra Brand                          $325
     Associates                       $325 - $350
     Paralegals and Staff Members      $90 - $110
     Other Assistants                      $50

Mr. Yaspan tells the Court that the firm received $25,000 to file
the Chapter 11 petition.  As of the petition date, the retainer
balance was approximately $15,000.

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

Mr. Yaspan can be reached at:

     Law Offices of Robert M. Yaspan
     21700 Oxnard Street, Suite 1750
     Woodland Hills, CA 91367
     Tel: (818) 774-9929
     Fax: (818) 774-9989

                  About Verge Living Corporation

Goleta, California-based Verge Living Corporation fka The
Aquitania Corporation and fdba A. O. Bonanza Holding, LLC, filed
for Chapter 11 on April 24, 2009 (Bankr. D. Nev. Case No. 09-
16295).  Robert M. Yaspan, Esq., represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.


VICTOR OOLITIC: Court Extends Schedules Filing Deadline to May 18
-----------------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana extended until May 18, 2009, the time
within which Victor Oolitic Stone Company and Victor Oolitic
Holdings, Inc., must file their schedules and statements of
financial affairs.

The Debtors requested for a May 28, 2009 extension.

The Debtors' request to use cash collateral is scheduled for final
hearing on May 21.

Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
filed separate Chapter 11 petitions on April 28, 2009 (Bankr. S.
D. Ind. Lead Case No. 09-05786).  Henry A. Efroymson, Esq., at Ice
Miller LLP, represents the Debtors in their restructuring efforts.
The Debtors have assets and debts both ranging from $10 million to
$50 million.


VICTOR OOLITIC: Proposes Goulston & Storrs as Bankruptcy Counsel
----------------------------------------------------------------
Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of Indiana
for permission to employ Goulston & Storrs, P.C., as counsel.

G&S will, among other things:

   -- advise the Debtors with respect to their powers and duties
      as debtors-in-possession and the continued management of
      their business and properties;

   -- represent the Debtors in connection with negotiating and
      seeking Court approval of use of cash collateral or debtor-
      in-possession financing and exit financing; and

   -- attend meeting and negotiate with representatives of any
      statutory committees appointed in the Chapter 11 cases, the
      Office of the U.S. Trustee and other parties-in-interest and
      respond to creditor inquiries and advise and consult the
      Debtors on the conduct of the cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11.

G&S and Ice Miller LLP, the Debtors' proposed local counsel, will
communicate to avoid duplication of efforts.

The hourly rates of G&S personnel are:

   Directors and Counsel                  $450 - $740
   Associates                             $290 - $465
   Legal Assistants                       $185 - $355

   Directors:
   James F. Wallack                           $665
   Pamela M. MacKenzie                        $570
   Christine D. Lynch                         $515

   Mary Ellen Welch Rogers, counsel           $475

   Associates:
   Gregory O. Kaden                           $450
   Peter D. Bilowz                            $445
   Vanessa V. Peck                            $335

   Stacey A. Mordas, legal assistant          $235

Pre-bankruptcy, G&S received $250,000 retainer.  As of the
petition date, the retainer had a $119,000 balance.

Mr. Wallack assures the Court that G&S is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Wallack can be reached at:

     Goulston & Storrs, P.C.
     400 Atlantic Avenue
     Boston, MA 02110-3333
     Tel: (617) 574-4107
     Fax: (617) 574-7646

                        About Victor Oolitic

Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
filed separate Chapter 11 petitions on April 28, 2009 (Bankr. S.
D. Ind. Lead Case No. 09-05786).  Henry A. Efroymson, Esq., at Ice
Miller LLP, represents the Debtors in their restructuring efforts.
The Debtors have assets and debts both ranging from $10 million to
$50 million.


VICTOR OOLITIC: Receives Temporary Access to Secured Lenders' Cash
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Victor Oolitic Stone Company and Victor Oolitic
Holdings, Inc., to:

   -- use cash collateral in which the senior agent, senior
      lenders, second lien agent and second lien lenders assert a
      lien or security interest until May 21, 2008; and

   -- grant adequate protection to the lenders.

A final hearing on the Debtors' use of cash collateral will be
held before the Court on May 21, 2009, at 9:30 a.m. (EDT).
Objections are due three business days prior to the final hearing.

On August 25, 2005, Victor Oolitic formed Holdings to facilitate
the acquisition by certain funds managed by Audax Group, a Boston-
based private equity company, of the majority of the stock of
Victor Oolitic from the Edgeworth family.

The 2005 acquisition was financed with major and junior debt
secured by the assets of Victor Oolitic.  Specifically, Victor
Oolitic entered into a credit agreement with M&I Marshall & Ilsley
Bank, Fifth Third Bank (Central Indiana), Charter One Bank, NA,
and the Huntington National Bank.  Pursuant to the credit
agreement, the first lien lenders initially provided the Debtors
with $60 million senior credit facilities.  The senior loans are
secured by substantially all of the assets of Victor Oolitic and
guaranteed by Holdings, which guarantee is secured by Holdings'
pledge of its stock for Victor Oolitic.  The Debtors owed $53
million plus interest to the senior lenders as of the petition
date.

In addition, Victor Oolitic borrowed $15 million pursuant to a
second lien credit agreement dated August 25, 2005, with the
Freeport Financial LLC and Freeport Loan Fund LLC.  The second
lien loan is secured by a second-priority lien on prepetition
collateral and is guaranteed by Holdings.  The rights of senior
agent and second lien agent, and certain other parties are
governed by an intercreditor agreement.  On February 28, 2008,
Freeport and Victor Oolitic entered into an amendment to the
second lien agreement to increase second lien loan by $475,360.
The Debtors owed the second lien lenders
$18.2 million.

For the postpetition use of cash collateral, the Debtors will
grant senior lenders and the second lien lenders replacement liens
in the prepetition collateral and in the postpetition property of
the Debtors of the same nature and to the same extent and in the
same priority that each of them had in the prepetition collateral.
The replacement liens will be junior to the existing interests of
the lenders in the postpetition property of the Debtors and in the
prepetition collateral.

In addition, the senior lenders and the second lien lenders will
receive, as adequate protection to the extent of the diminution in
value of their perfected interests in the cash collateral.

The Debtors will also provide the senior agent and the second lien
agent with weekly Flash Reports and additional reporting
concerning the Debtors' inventory and receivables.

As further adequate protection, the Debtors will maintain their
Operating Account with M&I Bank and deposit all post-petition
receipts therein.

                    Secured Lenders' Objections

M&I Marshall & Ilsley Bank, a secured creditor and as
administrative agent for Fifth Third Bank (Central Indiana),
Charter One Bank, NA, and the Huntington National Bank, objects to
the Debtors' motion to use cash collateral on the terms proposed.
M&I asserts:

   -- the Debtors have failed to offer the senior secured lenders
      sufficient adequate protection;

   -- the budget does not permit the senior secured lenders, or
      the Court, to track the Debtors' consumption of inventory
      and accounts receivable;

   -- the financial performance of Victor Oolitic as set forth in
      the budget attached to the Debtors' motion is materially
      better than prior forecasts and projections provided to the
      senior secured lenders by during the course of prepetition
      negotiations; and

   -- the adequate protection proposed by the Debtors does not
      provide the indubitable equivalent of the prepetition lien
      in favor of the senior secured lenders attaching to the
      existing operating account.

                        About Victor Oolitic

Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
filed separate Chapter 11 petitions on April 28, 2009 (Bankr. S.
D. Ind. Lead Case No. 09-05786).  Henry A. Efroymson, Esq., at Ice
Miller LLP, represents the Debtors in their restructuring efforts.
The Debtors have assets and debts both ranging from $10 million to
$50 million.


VICTOR OOLITIC: Wants to Hire Ice Miller as Local Bankr. Counsel
----------------------------------------------------------------
Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of Indiana
for permission to employ Ice Miller LLP as local counsel.

Ice Miller will, among other things:

   -- prepare and file the Debtors' Chapter 11 petitions,
      schedules and statement of financial affairs;

   -- address and seek approval of the debtor-in-possession cash
      collateral use or financing as may be necessary; and

   -- give the Debtors legal advise with respect to their
      Chapter 11 rights, powers and duties and operation or
      disposition of the Debtors' property as Debtor-in-
      possession.

The Debtors propose to employ Ice Miller on an hourly fee basis.
The court document did not specify the hourly rates of Ice Miller
personnel.

Henry A. Efroymson, Esq., a lawyer at Ice Miller LLP, tells the
Court that pre-bankruptcy, Ice Miller received a $100,000
retainer.  After applying prepetition expenses, the retainer
balance is $93,782.

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

Mr. Efroymson can be reached at:

     Ice Miller LLP
     One American Square, Suite 2900
     Indianapolis, IN 46282-0200
     Tel: (317) 236-2397
     Fax: (317) 592-4643

                        About Victor Oolitic

Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.,
filed separate Chapter 11 petitions on April 28, 2009 (Bankr. S.
D. Ind. Lead Case No. 09-05786).  The Debtors have assets and
debts both ranging from $10 million to $50 million.


VISTEON CORP: S&P Junks Rating on $1.5 Bil. Senior Secured Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its issue-
level rating on Visteon Corp.'s $1.5 billion senior secured term
loans maturing 2013 and revised the recovery rating on this debt.
The issue rating was lowered to 'CCC+' (one notch above the
corporate credit rating on Visteon) from 'B-', and the recovery
rating was revised to '2' from '1', indicating S&P's expectation
that lenders would receive substantial (70% to 90%) recovery in
the event of a payment default.

In addition, S&P lowered the issue-level rating on Visteon's
unsecured notes due 2010, 2014, and 2016 to 'CC' (two notches
below the corporate credit rating) from 'CCC-' and revised the
recovery rating to '6' from '5', indicating S&P's expectation that
lenders would receive negligible (0 to 10%) recovery in the event
of a payment default.  (The company's $350 million asset-based
loan revolving facility and $325 million European securitization
facility are not rated.)

"The rating changes reflect our revised assumptions about the
value of Visteon's U.S. assets and foreign operations following a
simulated default, given the severe global downturn in automotive
demand," said Standard & Poor's credit analyst Robert Schulz.
Valuations have declined because of weakened earnings prospects
for the company's operations.  For example, S&P currently expect
U.S. light-vehicle sales to decline 27% from 2008 levels, to
9.7 million units.

                           Ratings List

                           Visteon Corp.

     Corporate credit rating                CCC/Negative/--

                            Downgraded

                                        To                 From
                                        --                 ----
Senior Secured                         CCC+               B-
   Recovery Rating                      2                  1
Senior Unsecured                       CC                 CCC-
   Recovery Rating                      6                  5


WATERWORKS POOLS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Waterworks Pools & Spas, Inc., has filed for Chapter 11 bankruptcy
protection, Greg Bordonaro at Hardford Business reported, citing
Waterworks Chairperson Nancy Green.

Citing Ms. Green, Hardford Business relates that Waterworks Pools
laid off 25-30% or more than 70 of its workers.  Ms. Green said
that Waterworks Pools also closed 20 of its stores nationwide,
Hardford Business states.  About 18 stores remain open, says the
report.  According to the report, Ms. Green said that Waterworks
Pools decided to become a smaller, more efficient unit because it
"had a number of stores that weren't as productive as others," and
"it was too many stores given our plan and business model.  We
realized it would be more efficient for us if we reorganized in
chapter 11 bankruptcy.  We decided we wanted to get it done
quickly."

Waterworks Pools will use third-party distributors and independent
consultants to continue selling its products across the U.S.,
Hardford Business states, citing Ms. Green.

Waterworks Pools & Spas, Inc. -- dba Waterworks Pools and Spas and
Frederick Pools and Spas -- is a Danbury luxury bathroom retailer.
It has been in business more than 30 years.  At one time, it had
38 stores in many major U.S. cities, including Los Angeles, Miami,
and New York.  The Company filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. D. Md. Case No. 09-17577).
The Company listed $50,000 to $100,000 in assets and $100,000 to
$500,000 in debts.


WERNER LADDER: Ex-Owners & Insiders Seek Dismissal of $1BB Suit
---------------------------------------------------------------
Members of the Werner and Solot Families, Murray Devine & Co.,
Inc., Loughlin Meghji & Co., Inc., and Investcorp Bank B.S.C., and
other defendants, ask Judge Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to dismiss the complaint filed
by the Old Ladder Litigation Co., LLC, against them.

The lawsuit, which was originally filed in the U.S. District Court
for the Southern District of New York accused the former owners
and insiders of stripping nearly $500,000,000 in cash out of the
company before the company liquidated in bankruptcy.  The
Litigation Designee designated a group of shareholders called the
"Werner Family Controlling Shareholders" from the more than 100
family shareholders named as defendants in the lawsuit.  The
"Werner Family Controlling Shareholder" is comprised of Donald
Werner, Howard Solot, Michael Werner, Eric Werner, Craig Werner
and Bruce Werner.

On behalf of members of the Werner and Solot families, Thomas P.
Preston, Esq., at Blank Rome LLP, in Wilmington, Delaware, tells
Judge Carey that after the 1997 recapitalization, the entire
family group retained only a minority interest in Werner, and
Investcorp Bank B.S.C. became the controlling shareholder.

Mr. Preston contends that a shareholder does not owe a fiduciary
duty to the corporation unless it owns a majority interest in or
exercises control over the corporation.

           Murray Devine Addresses Result of Venue Transfer

Murray Devine, a financial valuation firm in Philadelphia, also a
named defendant in the lawsuit, submitted a memorandum of law to
address the choice of law to be applied by the Delaware Bankruptcy
Court as a result of the transfer of the proceeding from the
Southern New York District Court to the breach of contract and
professional negligence claims alleged solely against Murray
Devine.

The Litigation Designee has alleged that Murray Devine breached
its agreement with the Debtors by, among other things, rendering
its solvency opinion regarding the 2003 Shareholder Cashout
without satisfactorily performing the basic procedures and
analyses.

William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Delaware, argues for Murray Devine that because the
firm is a Pennsylvania corporation with its principal place of
business in Pennsylvania and having performed work in behalf of
the Debtors in Pennsylvania, Pennsylvania law applies to the firm.
Mr. Sullivan points out that Pennsylvania law limits professional
negligence claims to specific types of professionals licensed by
Pennsylvania:

   (i) health care providers;
  (ii) accountants;
(iii) architects;
  (iv) chiropractors;
   (v) dentists;
  (vi) engineers or land surveyors;
(vii) nurses;
(viii) optometrists;
  (ix) pharmacists;
   (x) physical therapists;
  (xi) psychologists;
(xii) veterinarians; and
(xiii) attorneys at law.

Because Murray Devine, in its capacity as the issuer of a solvency
opinion, is not a licensed professional within the meaning of
Pennsylvania Law, Mr. Sullivan argues that the Liquidation Trustee
fails to state a cause of action.

            Investcorp, et al., Assert Fraudulent
             Transfers are Exempt from Avoidance

Investcorp and more than 100 defendants argue that the fraudulent
transfers alleged by the Litigation Designee are exempt from
avoidance under Section 546(e) of the Bankruptcy Code because they
were settlement payments as they were transfers of cash to pay for
stocks.

Section 546(e) provides, in relevant part, that the trustee may
not avoid a transfer that is a settlement payment made by or to a
financial institution that is made before the commencement of the
case, except under Section 548(a)(I)(A).

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, argues on behalf of Investcorp that the
Litigation Designee's unjust enrichment claims attempt to
circumvent the federal law codified in Section 546(e).  He notes
that the fraudulent transfer and unjust enrichment claims depend
on the same alleged facts and seek the same remedy -- avoidance of
the transactions.

With regard to the Litigation Designee's complaint that Loughlin
Meghji participated in a conspiracy to present fraudulent
financial projections to lenders to obtain a refinancing of
Werner's debt in 2005, David J. Teklits, Esq., at Morris Nichols
Arsht & Tunnell LLP, in Wilmington, Delaware, contends that the
Litigation Designee cannot support a legally cognizable claim
against Loughlin Meghji because the Debtors expressly agreed in
the firm's retention that the firm would be solely responsible for
the preparation and distribution of its financial projections and
that Loughlin Meghji would not audit, investigate, or attest to
the projections in any way.

                   Litigation Designee's Replies

The Werner and Solot Families' arguments in support of their
request to dismiss the case simply re-briefs the issues already
addressed in the defendants' opening memorandum of law filed on
June 2, 2008, and reasserts the old arguments while leaving wholly
unaddressed any of the arguments in the Litigation Designee's
opposition to the Defendants' consolidated requests for transfer
of venue and dismissal filed on July 8, 2008, Daniel K. Astin,
Esq., at Ciardi Ciardi & Astin, in Wilmington, Delaware, argues on
behalf of the Litigation Designee.

Mr. Astin refutes the Werner and Solot Families' contention that
they don't owe fiduciary duties because they held less than a
majority of the outstanding shares.  He points out that under
Delaware law "a majority shareholder or a group of shareholders
who combine to form a majority has a fiduciary duty to the
corporation and to its minority shareholders if the majority
shareholder dominates the board of directors and controls the
corporation.  He adds that at the time of the 2003 Shareholder
Cashout, the Werner Family Controlling Shareholders, together with
Investcorp, controlled all of the Company's outstanding shares and
board seats.

With regard to Murray Devine's arguments, Mr. Astin argues that
Murray Devine ignored signs of Old Ladder's insolvency and issued
a sham solvency opinion.  He notes that the Litigation Designee's
complaint adequately alleges Murray Devine breached by not
performing the procedures it should have performed and by failing
to comply with professional standards.  Mr. Astin also points out
that Pennsylvania law compensates for injuries that the defendant
had reason to foresee as a probable result of a breach when the
contract was made and consequential damages are recoverable if
they are reasonably foreseeable at the time the parties entered
into the contract.  Murray Devine could certainly reasonably
foresee that issuing a deficient solvency opinion, in violation of
its duties under an engagement letter, would seriously jeopardize
the viability of the company and damage the company's creditors,
Mr. Astin asserts.  He adds that Murray Devine's alleged breached
is a factual issue that cannot be resolved on a motion to dismiss.

With regard to Loughlin Meghji's argument that disclaimers in its
engagement letter provide a defense against a breach of contract
claim, it ignores that no similar claim is alleged in the
Litigation Designee's complaint, Mr. Astin argues.  He explains
that the Complaint instead contains a claim against Loughlin
Meghji for aiding and abetting breach of fiduciary duty which
requires (1) the existence of a breach by a fiduciary; (2) knowing
inducement or participation by the defendant; and (3) damages.

"The disclaimers [Loughlin Meghji] rests on simply have no
application in the context of a tort claim for aiding and abetting
breach of fiduciary duty," Mr. Astin tells the Court.

For Investcorp's arguments, Mr. Astin says that if a financial
institution is making a "settlement payment" as the term is
"commonly used in the securities trade," the financial institution
would charge the usual and customary fees associated with making
the distributions.  He adds that no fees would have been charged
for making wire transfers or cashing checks from Old Werner's
accounts, which further demonstrates that the distributions were
not "settlement payments" made "by or to" a financial institution.
Mr. Astin further contends that the 2003 and 1997 Inter-Company
Dividends were dividends on stock already owned by the existing
shareholder, the parent company, and they were not payments for
the purchase or sale of securities.  He notes that those dividends
are recoverable from the Defendants in that each defendant on that
claim is a subsequent transferee of the initial dividends.  The
2003 and 1997 Shareholder Distributions were also pro-rata
distributions to existing shareholders, not payments for the
purchase or sale of securities so no reason exists to treat any of
them as "settlement payments," Mr. Astin further explains.

For these reasons, the Litigation Designee asks the Court to deny
all Defendants' request to dismiss the case.

                 T. Preston Withdraws as Counsel

Thomas P. Preston, Esq., at Blank Rome LLP, has withdrawn as
counsel for Defendants, a list of which is available for free at
http://bankrupt.com/misc/WernerPrestonClients.pdf

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.
On September 10, 2007, the Committee filed an Amended Plan and
Disclosure Statement.  On September 13, 2007, the Committee filed
its 2nd Amended Plan and on September 14, the Court approved the
adequacy of the Amended Disclosure Statement explaining the 2nd
Amended Plan.  The Court confirmed the 2nd Amended Plan on
October 25.  New Werner Holding Co. (DE), LLC, a newly formed
corporation, purchased substantially all the Debtors' assets in
2007.  New Werner is a separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Court Okays Payment of $13MM in Fees to 9 Firms
------------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Washington Mutual, Inc., and WMI Investment
Corp. to pay a total of $13,713,219 in total fees and expense
reimbursements to nine professionals in the Debtors' Chapter 11
cases for services they rendered for the fee period from Sept. 26,
2008 to Jan. 31, 2009.

The Professionals include:

   * Akin Gump Strauss Hauer & Feld LLP
   * Davis Wright Tremaine, LLP
   * FTI Consulting, Inc.
   * Gibson, Dunn & Crutcher LLP
   * Grant Thornton LLP
   * Miller & Chevalier Chartered
   * Richards, Layton & Finger, P.A.
   * Simpson Thacher & Barlett LLP
   * Weil, Gotshal & Manges LLP

A complete list of the Professionals' Allowed Fees is available
for free at http://bankrupt.com/misc/WaMu_InterimAllowedFees.pdf

In a separate Order, the Court authorized the Debtors to pay
Pepper Hamilton $828,807 in fees and reimburse their out-of-pocket
expenses totaling $40,033, for the quarter fee period from
October 15, 2008, to January 31, 2009.

             McKee and Wolfe Firm Seek Amended Order

The Debtors ask the Court to amend its order approving the
Interim Fee Applications of their professionals, to reflect the
approval of interim fees filed by McKee Nelson LLP and John W.
Wolfe P.S.  The Debtors specifically ask Judge Walrath to
authorize them to pay the Professionals' fees and reimburse their
expenses for the period from November 26, 2008 to January 31,
2009:

                             Total Fees       Total Expenses
                             ----------       --------------
  McKee Nelson LLP             $213,104           $10,439
  John W. Wolfe P.S.           $100,264           $80,211

                 Fee Applications -- Jan. 31, 2009

In separate certificates filed with the Court, the Debtors
affirmed that no objections were filed with respect to the January
2009 fee applications of Miller & Chevalier Chartered and Perkins
Coie LLP.

Accordingly, the Court granted the Debtors authority to pay the
Professionals' fees and expenses for the fee period from
January 1 to 31, 2009:

Professional                            Fees         Expenses
------------                          --------       --------
Miller & Chevalier Chartered           $10,327             $0
Perkins Coie LLP                       107,852          3,053

                  Fee Applications -- Feb. 28, 2009

In separate applications filed with the Court, these professionals
seek allowance of their fees for services they provided to the
Debtors and reimbursement of expenses incurred for the fee period
from February 1 to 28, 2009:

Professional                            Fees         Expenses
------------                          --------       --------
Gibson, Dunn & Crutcher LLP            $67,895         $1,180
the Debtors' special tax counsel

Grant Thornton LLP                      12,562              0
the Debtors' tax advisors

McKee Nelson LLP                        50,093            818
the Debtors' special tax counsel

Perkins Coie LLP                       136,387          2,452
the Debtors' special counsel

The Debtors informed the Court that they received no objections to
the Fee Applications filed by seven professionals for February
2009.  Accordingly, the firms are awarded these fees:

                                        Allowed       Allowed
Professional                            Fees         Expenses
------------                           -------       --------
Akin Gump Strauss Hauer & Fled LLP    $545,420         21,930
Davis Wright Tremaine, LLP               7,498            683
FTI Consulting, Inc.                   191,285          2,580
Pepper Hamilton LLP                     96,071          3,598
Richards, Layton & Finger, P.A.         16,878            793
Shearman & Sterling LLP                 41,201          3,478
Simpson Thacher & Barlett LLP           19,843            773

                  Fee Applications -- Mar. 31, 2009

Eleven bankruptcy professionals ask the Court to award them
payment of their fees and reimbursement of their expenses on
account of services rendered to the Debtors and the Official
Committee of Unsecured Creditors for the fee period from March 1
to 31, 2009.

The Professionals are:

Professional                            Fees         Expenses
------------                          --------       --------
Akin Gump Strauss Hauer & Feld LLP    $480,970        $14,408
Committee's co-counsel

Alvarez & Marsal North America LLC   2,329,552        111,507
the Debtors' restructuring advisors

Davis Wright Tremaine LLP               15,003            150
the Debtors' special counsel

FTI Consulting, Inc.                   208,329            226
Committee's financial advisor

Gibson Dunn & Crutcher LLP             $45,108         $1,765
the Debtors' special tax counsel

Grant Thornton LLP                       9,414              0
the Debtors' tax advisors

John W. Wolfe, P.S.                     25,467             75
the Debtors' special counsel

McKee Nelson LLP                       105,348            432
the Debtors' tax counsel

Pepper Hamilton LLP                     78,106          7,445
Committee's co-counsel

Richards, Layton & Finger, P.A.         15,515            802
the Debtors' counsel

Shearman & Sterling LLP                 26,824            146
the Debtors' special
tax litigation counsel

These professionals also seek approval of their Fee Applications
for these Fee Periods:

Professional               Fees      Expenses     Fee Period
------------             --------    --------     ----------
Domain Assets, LLC,       $57,986          $0       03/12/09
doing business as                                to 03/31/09
Consor Intellectual
Asset Management

Miller & Chevalier         19,608           0       02/01/09
as the Debtors'                                  to 03/31/09
special counsel

Alvarez & Marsal has previously withdrawn a Fee Application to
reflect immaterial changes in the receipts submitted to the Court.

                    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: Faces United Law Group Suit; JPMorgan Dragged
----------------------------------------------------------------
United Law Group filed a complaint in the Superior Court of the
State of California County of Orange Central Justice Center
against JP Morgan Chase and Washington Mutual, alleging that
JPMorgan and Washington Mutual made statements and recommendations
to United Law Group's clients that caused undue distress and
confusion regarding the services being performed by United Law
Group.

Claiming tortuous interference with contract, defamation and
unfair business practices, the firm contends that JPMorgan and
Washington Mutual representatives were aware of the consequences
of their communications with United Law Group's clients, and
intended the harm.

"JPMorgan Chase and Washington Mutual made a calculated move to
mislead our clients in order to weaken confidence in our firm and
the process," said Richard Stinstrom, Senior Litigator for United
Law Group.  "Damaging the reputation of another is not only
unethical, it's illegal.  We filed this suit to protect our
clients from further harm from these predatory bank negotiating
tactics."

United Law Group is seeking damages and an injunction against
JPMorgan Chase and Washington Mutual to prevent them communicating
directly with the firm's clients following receipt of notice of
representation from United Law Group.

"The people that retain us are under a great deal of stress," said
Sean Rutledge, Managing Director for United Law Group.  "They are
afraid they might lose their home and oftentimes we are their last
hope.  It's wrong for JPMorgan Chase and Washington Mutual to take
advantage of that anxiety."

                   About United Law Group

United Law Group -- http://www.unitedlawgroup.com-- is a national
law firm with offices in California, New York, Florida, Ohio,
Nevada & Arizona. It is a foreclosure prevention and litigation
firm in the country with attorneys licensed in every state.
Dedicated to helping homeowners facing hardships to keep their
houses, United Law Group uses legal channels to compel banks to
modify adjustable-rate to fixed-rate mortgages, reduce principal
and interest, and create other fair solutions between the lender
and borrower.

                    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: Has Green Light to Sell Financial Engine Shares
------------------------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Washington Mutual, Inc., and WMI Investment
Corp. to sell, in accordance with Court-approved Investment Sale
Procedures, about 435,947 shares of Series E Preferred Stock
issued by Financial Engines, Inc., currently in their possession,
to W. Capital Partners II for $2,500,000, free and clear of any
and all liens, claims and encumbrances.  As purchaser, W. Capital
Partners is granted the protections afforded by Section 363(m) of
the Bankruptcy Code, the Court ruled.

W. Capital is a fund formed to acquire and manage portfolios of
private equity investments.

                     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: JPMorgan to Renovate 112 Florida Banks
---------------------------------------------------------
JPMorgan Chase & Co. will renovate 112 Washington Mutual Bank
ffices in Florida it acquired from Washington Mutual, Inc.  The
move is part of JPMorgan's efforts to replace the WaMu names with
Chase brand, the Tampa Bay Business Journal reports.

JPMorgan will eliminate the free-standing "teller towers" and
cash-dispensing machines in the Banks, replacing them with a
traditional layout, including teller windows.

Nancy Norris, spokeswoman for JPMorgan, told the newspaper that
the Company is hiring subcontractors for the renovations, which
include approximately 30 branches in the Tampa Bay area.  The
Company has noted that the traditional branches "are superior in
every way" and are "practical."

Similarly, Chase is eliminating WaMu signages in local WMB
branches in Western Washington.  Chase Retail Banking Division
Executive Cindy Doty told the Kitsap Peninsula Business Journal
that the Chase logo will replace the WaMu name by June 1, 2009.

The transition, according to Ms. Doty, will be "smooth" and
"easy" for customers who will be able to continue using their
current account numbers, checks and debit cards, as well as have
the same online, phone and ATM access, according to KPBJ.

JPMorgan has said that it is expecting completion of remodeling
of all WMB branches in October 2009.

                    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: Panel Seeks to Intervene in JPMorgan Lawsuit
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Washington Mutual, Inc., and WMI Investment
Corp. tells the U.S. Bankruptcy Court for the District of Delaware
that the outcome of the Debtors' adversary complaint against
JPMorgan Chase Bank will have a significant impact on unsecured
creditors and thus, will necessitate its intervention, pursuant to
Section 1109(b) of the Bankruptcy Code and Rule 24(a)(1) of the
Federal Rules of Bankruptcy Procedure.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, points out that the Debtors' Complaint seeks the
turnover of some of their largest assets, which recovery will have
a significant effect on the recoveries realized by the Committee's
constituents.  In this regard, he emphasizes, the Committee should
be involved as a party to the Adversary Proceeding so that it can
protect the interests of unsecured creditors and discharge its
duties to them.

The Committee's intervention will cause no prejudice or delay, Mr.
Stratton assures Judge Walrath.

As reported by the Troubled Company Reporter, the Debtors
initiated a complaint against JPMorgan in the Bankruptcy Court,
asking the Court to:

   (1) direct JPMorgan to pay the Deposits, including pre-
       judgment interest, in the WMB and WMB fsb Accounts;

   (2) compel JPMorgan to pay restitution to the Debtors in an
       amount equal to JPMorgan's "unjust enrichment;" and

   (3) award them costs they incurred in pursuing the Adversary
       Complaint.

The Debtors aver that as of the Petition Date, they had cash on
deposit with their former subsidiaries, Washington Mutual Bank in
Henderson, Nevada and Washington Mutual Bank fsb, in Park City,
Utah, in excess of $3,800,000,000, consisting of more than
$135,000 in demand deposit accounts at WMB and approximately
$3,668,000,000 at WMB fsb.

As of September 30, the Debtors' Accounts and Deposits
specifically include:

                          Last Four Digits     Deposit as of
   Debtor      Bank        of Account No.    September 30, 2008
   ------    -------      ----------------   ------------------
   WaMu      WMB fsb           4234             $3,667,943,172
   WaMu        WMB             1206                 52,600,201
   WaMu        WMB             0667                264,068,186
   WaMu        WMB             9626                      4,650
   WaMu        WMB             9663                    747,799
   WaMu        WMB             4704                 53,145,275

A full-text copy of the September 2008 "Washington Mutual
Internal Checking Detail Information" forms, which reflect
monthly balance and transactions for the Accounts, addressed to
the Debtors, is available at no charge at:

  http://bankrupt.com/misc/WaMu_Sept2008heckingDetailInfo.pdf

Each of the Accounts was accounted for in the books and records
of WMB or WMB fsb as a demand deposit account and a deposit
liability owing to either WMI or WMI Investment, as appropriate.
Demand deposit accounts are accounts from which deposited funds
can be withdrawn at any time without any notice to the depository
institution, Rafael X. Zahralddin-Aravena, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, states on the Debtors' behalf.

Mr. Zahralddin-Aravena relates that on September 25, 2008,
JPMorgan Chase Bank, National Association, purportedly purchased
substantially all of WMB's assets exchange for $l.88 billion and
assumed all of WMB's deposit liabilities, including those deposit
liabilities owed to the Debtors, under a Purchase and Assumption
Agreement with Federal Deposit Insurance Corporation as Receiver
for the Banks.  Subsequently, JPMorgan assumed all of WMB fsb's
deposit liabilities by merging WMB fsb with its own banking
operations.

The Debtors aver that they have been proceeding with their Chapter
11 cases without the Funds, which are among the most significant
and most liquid assets of their estates.

Mr. Zahralddin-Aravena relates that on October 14, 2008, the
Debtors entered into a stipulation with JPMorgan, pursuant to
which the parties agreed that the Accounts were deposit accounts
of the Debtors.   The Account Stipulation provided that:

   -- JPMorgan had agreed to transfer the Deposits "as the
      Debtors, in their sole and absolute discretion, may
      direct," with the exception of Account 1206; and

   -- the Deposits were to remain subject to claims, rights and
      remedies that JPMorgan may have had, and afforded it
      replacement liens; and

   -- the Deposits were to be used to pay administrative expenses
      of the Debtors' cases and to make distributions to the
      creditors pursuant to a Chapter 11 plan.

The Debtors relate, however, that they were forced to withdraw
their request because JPMorgan "would not agree" to the Debtors'
proposed form of order to be submitted to the Court for approval.

Mr. Zahralddin-Aravena contends that JPMorgan has no ownership
interest in the Deposits, which are matured debts owed and payable
on demand to the Debtors.  JPMorgan, he notes, continues to issue
account statements to the Debtors, notably with a disclosure
stating that the "Deposit Accounts now held by JPMorgan Chase
Bank., N.A."

Subsequent to the WMB P&A Transaction, Mr. Zahralddin-Aravena
notes, JPMorgan reported the Deposits as deposit liabilities to
the Office of the Comptroller of the Currency and paid federal
deposit insurance premiums on the Deposits, as it does for all of
its deposit liabilities and as the Banks themselves did prior to
the P&A Transaction.

Because JPMorgan cannot seriously contest the nature of the
Funds, it has suggested it has a right of set-off as a basis to
continue to withhold the Funds, the Debtors complain.  However,
JPMorgan does not possess any valid claims against the Debtors'
estates arising prior to, or after, the Petition Date, Mr.
Zahralddin-Aravena notes.  Even if JPMorgan had a legitimate
basis for claiming set-off rights, it holds no claim against the
Debtors to apply the rights pursuant to Section 553 of the
Bankruptcy Code, he maintains.  Moreover, the P&A Agreement
provides that JPMorgan cannot assert any claims against the
Debtors purportedly acquired pursuant to the P&A Transaction that
would initially have inured to the benefit of WMB or WMB fsb, if
any, he points out.

"The Deposits have continued to remain in [JPMorgan's]
possession, enriching [it] unjustly while accruing interest for
the benefit of the Debtors' estates at a less than market rate,"
Mr. Zahralddin-Aravena contends.

The summons of the Adversary Complaint was served on JPMorgan
Chase on April 30, 2009, providing it 30 days to file an answer.
A pretrial conference with respect to the Complaint will be held
on May 20, 2009, at 11:30 a.m., at the U.S. Bankruptcy Court for
the District of Delaware, 5th Floor, Courtroom No. 4, at 824
Market Street, in Wilmington, Delaware.

Subsequently, Clerk of Court David B. Bird filed a notice
informing the Adversary Proceeding parties of dispute resolution
alternatives, "which might be helpful" in ironing out the
Complaint.  The Notice provides that the ADR is offered through a
program established by the Court, and is structured as mediation,
early-neutral evaluation, mediation or arbitration and
arbitration.  Each process is presided over by an impartial third
party, called the neutral.  "Settlements can reduce the expense,
inconvenience and uncertainty of litigation," Mr. Bird noted.

The Committee filed with the Court a joinder in the Debtors'
complaint for the turnover of the Accounts.

                     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).


WHITE ENERGY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Court documents say that White Energy Inc. filed for Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Delaware, citing adverse market conditions.

White Energy said in court documents that the cost of raw
materials to produce ethanol were high, and the excess supply of
ethanol in the market has kept ethanol prices low, resulting in
"minimal or non-existent profit margins."

According to court documents, White Energy listed $100 million to
$500 million in assets and $100 million to $500 million in debts.

Dallas, Texas-based White Energy, Inc. -- http://www.white-
energy.com/ -- builds and acquires ethanol production projects.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 7, 2009 (Bankr. D. Delaware Case No. 09-11601).
Michael R. Lastowski, Esq., at Duane Morris LLP assists the
Debtors' restructuring efforts.  The Debtors' claims agent is
Garden City Group Inc.  White Energy listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


WR GRACE: Anderson Memorial Hospital Presents Issues on Appeal
--------------------------------------------------------------
Anderson Memorial Hospital asks the U.S. District Court for the
District of Delaware to determine whether the U.S. Bankruptcy
Court for the District of Delaware erred, among others, in:

   (a) refusing to recognize the prepetition certification order
       of the South Carolina Circuit Court, which included
       Zonolite Attic Insulation claims, entered nine years ago in
       a prepetition litigation, which certified a statewide class
       of asbestos property damage claimants including ZAI
       claimants, against W.R. Grace & Co.;

   (b) expunging the class proof of claim filed by Anderson
       presumably on issue or claim preclusion grounds without
       briefing or a hearing;

   (c) issuing the order dated May 29, 2008, denying class
       certification to Anderson Memorial Hospital;

   (d) disallowing or reducing to zero Anderson's Claim Nos.
       9911 and 9914, in reliance on the erroneous denial of
       Anderson's Motion for class certification;

   (e) finding that it would be unreasonable to require the
       Debtors to mail direct notice of the bar date for filing
       asbestos property damage claims to the address of all
       buildings containing the Debtors' asbestos-containing
       products, while refusing to allow the class representative
       to conduct discovery regarding the Debtors' knowledge of
       its own sales records and ability to provide direct
       notice; and

   (f) finding that the only class members who could be
       considered under the numerosity requirement of Rule 23 of
       the Federal Rules of Civil Procedures were those who had
       filed an authorized individual proof of claim prior to the
       bar date.

Furthermore, Anderson asks the District Court to determine whether
the Bankruptcy Court's presumed reliance on the doctrines of
issues or claim preclusion in expunging Anderson Memorial's class
proof of claim was error, and whether its order dismissing
Anderson's class proof of claim is discriminatory in that it
resulted in different treatment with respect to Anderson's class
claim than other ZAI claimants.

Anderson also asks the District Court to determine whether the
Bankruptcy Court erred in:

   (a) ruling that the Debtors properly and timely raised
       claims objections based on Canadian ultimate limitations
       periods to Canadian Claimants' asbestos property damage
       claims;

   (b) ruling that the Canadian ultimate limitations periods
       under Alberta and British Columbia statutes were not
       tolled by the fraudulent concealment of the Debtors;

   (c) disregarding the substantial evidence of fraudulent
       concealment of the Debtors;

   (d) holding that the Alberta ultimate limitations is
       applicable to Alberta Claims for economic loss;

   (e) disregarding the plain language of the British Columbia
       ultimate limitations statute which provides that the 30-
       year ultimate limitations period does not begin to run
       until all elements of a cause of action have occurred,
       i.e., the existence of a duty, a breach of duty and
       resulting property damage which is manifested by the
       existence of real and substantial danger to the claimant;

   (f) determining that under Canadian law in different
       provinces that a cause of action and asbestos property
       damage is complete and results in a real and substantial
       danger to a building owner from the moment an asbestos-
       containing product is installed in the building;

   (g) determining that the Manitoba ultimate limitations
       provision is applicable to the Manitoba claimants; and

   (h) holding that the provincial ultimate limitations
       periods were not tolled by the filing of a class action
       complaint which included all Canadian Claimants.

Anderson also designates items to be included in the record on
appeal.

As reported by the Troubled Company Reporter on May 8, 2009,
Anderson took an appeal to the District Court from the memorandum
opinion and order of the Bankruptcy Court, disallowing and
expunging the Canadian Zonolite Attic Insulations claims filed
against the Debtors.

Anderson also took an appeal from the order issued by Judge Judith
Fitzgerald disallowing Claim No. 1709 Anderson filed on behalf of
itself and all buildings encompassed in its Certified Class
Action.

The Bankruptcy Court had rejected an attempt on Anderson's part to
obtain certification of a class of property damage claimants.  In
2005, Anderson sought class certification based on the existence
of a purported class certified prepetition in South Carolina state
court.  The Bankruptcy Court, however, denied that certification
request holding that "there is no pre- or post- petition Anderson
Memorial class certified as to Grace."  In September 2008, the
District Court denied Anderson's motion for leave to appeal from
the Bankruptcy Court's decision.  An appeal on the District
Court's rejection of the motion for leave is pending before the
Third Circuit Court of Appeals.

Anderson Memorial has filed several claims in the Debtors' Chapter
11 cases asseerting property damages caused by the installation of
the Debtors' asbestos-tainted ZAI product.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Delaware, represents Anderson Memorial.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Evans, et al., Transfer Claims to LongAcre & Liquidity
----------------------------------------------------------------
Three parties-in-interest transferred claims asserted against W.R.
Grace & Co. to Longacre Master Fund, Ltd.:

       Claimant                           Claim Amount
       --------                           ------------
       Evans Industries, Inc.               $37,600
       Ferguson Enterprises, Inc.            19,609
       Patton Boggs LLP                      21,154

Rubber Millers Inc. transferred Claim No. 1132 for $1,472 to
Liquidity Solutions, Inc.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Files Supplements to First Amended Chapter 11 Plan
------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates on May 8, 209,
submitted to the U.S. Bankruptcy Court for the District of
Delaware supplements to their First Amended Joint Plan of
Reorganization they filed with the Official Committee of Asbestos
Personal Injury Claimants, the Asbestos PI Future Claimants'
Representative, and the Official Committee of Equity Security
Holders on February 27, 2009.

The supplements include Grace's by-laws, a copy of which is
available for free at http://bankrupt.com/misc/grace_plansupp.pdf
and the Debtors' amended incorporation certificates, available for
free at http://bankrupt.com/misc/grace_amnddcertsincorp.pdf

The Debtors also filed a list of the persons proposed to serve as
initial board of directors or officers of the Reorganized Debtors,
available for free at:

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

Judge Judith K. Fitzgerald has signed a third amended case
management order governing the discovery related to the
confirmation of the Debtors' joint plan of reorganization.  All
parties preserve their rights and objections, including the right
to seek supplements to the case management order to address
additional issues, the Court ruled.

Phase I hearing will commence on June 22 to 25, 2009, and Phase II
hearing will be from September 8 to 11, 2009.

The third amended CMO provides for these remaining dates:

   May 15, 2009  -- Submission of final witness lists for Phase I

                 -- Submission of rebuttal export reports for
                    Phases I and II

   May 18, 2009  -- Completion of Phase I Non-Expert and Expert
                    Depositions

   May 20, 2009  -- Submission of Final Plan Objections for both
                    Phases except for Feasibility

                 -- Submission of sur-rebuttal expert reports
                    regarding Libby issues

   June 1, 2009  -- Submission of objectors' trial briefs for
                    Phase I

   June 8, 2009  -- Submission of Plan proponents' trial briefs
                    for Phase I

                 -- Exchange of Exhibits for Phase I

                 -- Submissions of binders to Court for Phase I

   June 15, 2009 -- Completion of Expert and Non-Expert
                    Depositions for Phase II except for
                    Feasibility

                 -- Commencement of Depositions for Non-Expert
                    regarding Feasibility

                 -- Deadline for service of Written Fact
                    Discovery regarding Feasibility

  July 13, 2009  -- Submission of objectors' Trial Briefs for
                    Phase II except regarding Feasibility

  July 20 to 21  -- Phase II Pre-trial and other confirmation
                    matters

  July 24, 2009  -- Submission of Expert Reports regarding
                    Feasibility

  July 31, 2009  -- Conclusion of Fact Discovery regarding
                    Feasibility

  Aug. 7, 2009   -- Submission of supplemental or rebuttal expert
                    reports regarding feasibility

                 -- Submission of Plan proponents' trial briefs
                    except regarding Feasibility

  Aug. 21, 2009  -- Conclusion of Expert Depositions regarding
                    Feasibility

  Aug. 25, 2009  -- Exchange of Phase II Exhibits including
                    Feasibility

                 -- Submission of Trial Briefs and Final Plan
                    Objections regarding Feasibility

                 -- Submission of binders to Court for Phase II

       Debtors, et al., Oppose Extension of Deadlines

In separate filings, the Debtors, the Official Committee of
Asbestos Personal Injury Claimants, and the Bank Lender Group,
object to the Libby Claimants' request to amend the CMO and to
postpone Phase II of the confirmation hearing.  The Libby
Claimants' assertion that they are "in the dark" so that the
schedule must be altered borders on frivolous, David Bernick,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, argues on
behalf of the Debtors.  The Debtors, he emphasizes, have
repeatedly stated their position regarding the Libby Claimants'
objections in filings with the Court and through discovery.

Mark T. Hurford, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, representing the PI committee, complains that the Libby
Claimants are seeking to postpone two events that are vital to the
timely confirmation of the Debtors' plan -- the June 15, 2009 cut-
off for depositions and the Phase II confirmation.  He says far
from being at the mercy of a one-sided process, the Libby
Claimants are actually trying to implement a one-sided process
favoring them.  The Court must deny the motion, the Debtors and
the PI Committee assert.

The Bank Lenders state that they do not object to the alteration
of the various interim dates for the Libby Claimants, but they
object to extending the end of the confirmation hearing
complaining that they have been forced to finance the Debtors'
cases at below market rates with no payment of either principal or
interest.

The Bank Lenders are Anchorage Advisors, LLC, Allen & Co., Avenue
Capital Group, Babson Capital Management, LLC, Bass Companies,
Caspian Capital Advisors, LLC, Catalyst Investment Management Co.,
LLC, Cetus Capital, LLC, DE Shaw Laminar Portfolios, LLC, Goldman
Sachs & Co., Intermarket Corp., JP Morgan Chase, N.A.
Credit Trading Group, Loeb Partners Corporation, MSD Capital,
L.P., Normandy Hill Capital, L.P., Onex Debt Opportunity Fund
Ltd., Ore Hill Partners, LLC, P. Schoenfeld Asset Management, LLC,
Restoration Capital Management, LLC, and Royal Bank of Scotland,
PLC.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Officers Disclose Holding Options to Buy Shares
---------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
seven officers of W.R. Grace & Co. disclose that they acquired
options on May 7, 2008, to buy certain number of shares of Grace
common stock pursuant to Grace's 2009-2011 Long Term Compensation
Program:
                                                          No. of
     Officer                       Title                  Shares
     -------                       -----                 --------
     Alfred E. Festa               President, CEO         324,710
     Gregory E. Poling             Vice President          71,030
     Bonham D. Andrew              Vice President          55,810
     William M. Corcoran           Vice President          35,510
     W. Brian McGowan              Senior Vice President   35,510
     La Force Andrew Hudson III    Senior VP, CFO          50,740
     Mark A. Shelnitz              VP, Gen. Counsel
                                   & Secretary             40,590

The options become exercisable in three annual installments
beginning May 1, 2011.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Asbestos PD Claimant Says Claim Missing from Plan
-----------------------------------------------------------
Joseph W. Parry-Hill, an asbestos property damage claimant,
objects to the confirmation of the Joint Plan of reorganization
W. R. Grace & Co. and its debtor-affiliates.

Mr. Parry-Hill complains that the Disclosure Statement is
understated as it does not include his claim for property damage
against the Debtors.  He tells the U.S. Bankruptcy Court for the
District of Delaware that he used Grace's Zonolite Attic
Insulation product in his home in Raleigh, North Carolina, and
that the related costs of encapsulating the asbestos-tainted
insulation, as well as the loss in the value of his property, are
still not known.

"Setting an absolute cap on liability claims when future health
damage is unknown is unfair to those who will have asbestos
personal injuries from W. R. Grace products," he tells the Court.

Accordingly, Mr. Parry-Hill seeks that the Plan must provide for
the possibility of additional costs in the event provisions for
personal injuries in the Plan are not adequate.  Also, he asserts
that the Debtors should contact the companies that sold their
insulation products to come up with a more complete list of
customers who may have suffered as a result of asbestos exposure.

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)


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                         Total
                                        Share-    Total
                                Total holders'  Working
                               Assets   Equity  Capital
Company             Ticker      ($MM)    ($MM)    ($MM)
-------             ------     ------ --------  -------
ABSOLUTE SOFTWRE    ABT CN        107       (7)      24
AMER AXLE & MFG     AXL US      2,073     (453)      64
AMR CORP            AMR US     24,518   (3,109)  (3,546)
ARBITRON INC        ARB US        190       (3)     (29)
ARRAY BIOPHARMA     ARRY US       136      (27)      54
ARVINMERITOR INC    ARM US      2,874     (719)     278
AUTOZONE INC        AZO US      5,235     (187)     112
BARE ESCENTUALS     BARE US       300       (0)     146
BLOUNT INTL         BLT US        500      (44)     175
BOEING CO           BA US      55,340     (509)  (2,161)
BOEING CO           BAB BB     55,340     (509)  (2,161)
BOEING CO-CED       BA AR      55,340     (509)  (2,161)
CABLEVISION SYS     CVC US      9,383   (5,354)    (438)
CENTENNIAL COMM     CYCL US     1,414     (993)     148
CENVEO INC          CVO US      1,501     (221)     164
CHENIERE ENERGY     CQP US      1,979     (352)     139
CHENIERE ENERGY     LNG US      2,922     (354)     350
CHOICE HOTELS       CHH US        334     (146)     (11)
CLOROX CO           CLX US      4,465     (309)    (866)
DELTEK INC          PROJ US       191      (49)      42
DISH NETWORK-A      DISH US     6,460   (1,949)    (882)
DOMINO'S PIZZA      DPZ US        473   (1,397)     100
DUN & BRADSTREET    DNB US      1,615     (785)    (176)
EINSTEIN NOAH RE    BAGL US       169      (11)     (53)
EMBARQ CORP         EQ US       8,051     (527)    (163)
ENERGY SAV INCOM    SIF-U CN      552     (423)    (162)
EPICEPT CORP        EPCT SS        13       (5)      (2)
EXELIXIS INC        EXEL US       355      (89)      54
EXTENDICARE REAL    EXE-U CN    1,834      (40)      99
FORD MOTOR CO       F US      222,977  (18,651) (13,313)
FORD MOTOR CO       F BB      222,977  (18,651) (13,313)
GARTNER INC         IT US       1,093      (21)    (238)
GENTEK INC          GETI US       425      (22)      88
GLG PARTNERS INC    GLG US        490     (376)      70
GLG PARTNERS-UTS    GLG/U US      490     (376)      70
HEALTHSOUTH CORP    HLS US      1,922     (657)     (54)
HOLLY ENERGY PAR    HEP US        470       (1)      (7)
IMAX CORP           IMX CN        229      (97)      34
IMAX CORP           IMAX US       229      (97)      34
INTERMUNE INC       ITMN US       193      (82)     138
IPCS INC            IPCS US       538      (48)      49
JOHN BEAN TECH      JBT US        559       (7)      78
KNOLOGY INC         KNOL US       635      (53)      26
LIGAND PHARM-B      LGND US       142       (0)      17
LINEAR TECH CORP    LLTC US     1,492     (289)     996
MEAD JOHNSON-A      MJN US      1,361   (1,396)      64
MEDIACOM COMM-A     MCCC US     3,719     (347)    (274)
MOODY'S CORP        MCO US      1,802     (919)    (483)
NATIONAL CINEMED    NCMI US       610     (526)      96
NAVISTAR INTL       NAV US      9,623   (1,493)   1,367
NPS PHARM INC       NPSP US       201     (225)      88
OCH-ZIFF CAPIT-A    OZM US      1,822     (178)    N.A.
OVERSTOCK.COM       OSTK US       136       (5)      34
PALM INC            PALM US       656      (84)      31
PDL BIOPHARMA IN    PDLI US       191     (353)     149
QWEST COMMUNICAT    Q US       19,711   (1,164)    (344)
REGAL ENTERTAI-A    RGC US      2,600     (242)     (93)
RENAISSANCE LEA     RLRN US        53       (3)     (12)
REVLON INC-A        REV US        785   (1,095)     104
SALLY BEAUTY HOL    SBH US      1,433     (703)     390
SANDRIDGE ENERGY    SD US       2,671     (114)     118
SEALY CORP          ZZ US         889     (162)      34
SEMGROUP ENERGY     SGLP US       314     (130)    (432)
SONIC CORP          SONC US       821      (43)      27
STANDARD PARKING    STAN US       231       (0)     (15)
STAR SCIENTIFIC     STSI US        12       (0)       6
STEREOTAXIS INC     STXS US        53       (4)       3
SUCCESSFACTORS I    SFSF US       163       (8)      (1)
TAUBMAN CENTERS     TCO US      2,922     (277)    N.A.
TENNECO INC         TEN US      2,742     (304)     272
THERAVANCE          THRX US       215     (144)     174
UAL CORP            UAUA US    19,101   (2,655)  (2,348)
UNITED RENTALS      URI US      3,977      (56)     266
US AIRWAYS GROUP    LCC US      7,421     (596)    (707)
VENOCO INC          VQ US         730     (108)      34
VERIFONE HOLDING    PAY IT        840      (38)     308
VERIFONE HOLDING    PAY US        840      (38)     308
VERIFONE HOLDING    VF2 GR        840      (38)       0
WALTER INVESTMEN    WAC US         14      (38)       0
WARNER MUSIC GRO    WMG US      4,257     (110)       0
WEIGHT WATCHERS     WTW US      1,087     (848)       0
WR GRACE & CO       GRA US      3,727     (375)       0


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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