TCR_Public/090513.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 13, 2009, Vol. 13, No. 131

                            Headlines


200 PIER: Proposes Steinberg Nutter as General Bankruptcy Counsel
ACCREDITED HOME: Taps Kurtzman Carson as Claims and Noticing Agent
ACCREDITED HOME: Wants to Sell De Minimis Assets for $250,000
ADARE HOMES: Case Summary & 2 Largest Unsecured Creditors
ALLIANCE BANCORP: California Bank Must Produce Account Records

AMARAVATHI LTD: Wants Access to Cash Securing Wells Fargo Notes
AMERICAN INT'L: Changes to Board Would be Swift, Trustees Say
AMERISTAR CASINOS: Moody's Assigns 'B2' Rating on $500 Mil. Notes
AMERISTAR CASINOS: S&P Assigns 'B+' Rating on $500 Mil. Notes
ARROWHEAD GENERAL: S&P Affirms Counterparty Credit Rating at 'B-'

ASYST TECHNOLOGIES: Court Moves SAL Filing Deadline to June 4
ASYST TECHNOLOGIES: Court Sets Cash Collateral Hearing for May 14
ASYST TECHNOLOGIES: U.S. Trustee Picks 5-Member Creditors Panel
ASYST TECHNOLOGIES: Wants Baker & McKenzie as Bankruptcy Counsel
BADANCO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors

BANK OF AMERICA: Aims to Repay Govt. Debt in Months, Not Years
BENNINGTON COLLEGE: Moody's Withdraws 'Ba1' Rating on 1999 Bonds
BERNARD L MADOFF: Irving Picard Sues Harley International
BERNARD L MADOFF: Trustee Creates Hardship Program
BERNARD L MADOFF: May 27 Hearing on UK Unit's Chapter 15 Petition

BLAIR FARMS: Case Summary & 11 Largest Unsecured Creditors
CABLEVISION SYSTEMS: Won't Sell Madison Square Garden Unit for Now
CALPINE CONSTRUCTION: Moody's Assigns 'B1' Rating on Senior Notes
CAPITAL CORP: Case Summary & 20 Largest Unsecured Creditors
CARAUSTAR INDUSTRIES: Missed Payment Won't Affect Moody's Ratings

CHEMTURA CORP: Court Directs Noteholders to File 2019 Statement
CHEMTURA CORP: Eyes Sale of Non-Core Assets, Outlines Protocol
CHEMTURA CORP: Has Until June 1 to File Schedules and Statements
CHEMTURA CORP: Posts $94,000,000 Net Loss for 1st Quarter 2009
CHEMTURA CORP: Receives Final Authority to Use Lenders' Collateral

CHEMTURA CORP: Section 341 Meeting of Creditors Set for June 17
CHRYSLER LLC: Retirees to Start Fighting for Benefits This Week
CHRYSLER LLC: Suppliers Demand Broader Assistance for Industry
CHRYSLER LLC: To Be Headed by Fiat CEO After Bankruptcy
CHRYSLER LLC: U.S. Trustee Names Consumer Privacy Ombudsman

CHRYSLER LLC: Court Approves Fiat-Led Sale Process for All Assets
CHRYSLER LLC: Seeks Approval of JPMorgan L/C Stipulation
CHRYSLER LLC: Vorys Sater Represents Worthington Steel, et al.
CHRYSLER LLC: Russell R. Johnson Represents Edison Utilities
CHRYSLER LLC: Utilities Demand More Protection from Non-Payment

CMATT LLC: Voluntary Chapter 11 Case Summary
CONTECH LLC: Wants Exclusive Plan Filing Period Extended to July 9
CRUCIBLE MATERIALS: Can Access Secured Loans Until May 28
D&E COMMUNICATIONS: S&P Puts 'BB-' Rating on Positive CreditWatch
DANA HOLDING: Tender Offer Cues S&P to Junk Corporate Rating

DAYTON SUPERIOR: Taps Edward Howard as PR Consultant
DAYTON SUPERIOR: Wants Latham & Watkins as Bankruptcy Counsel
DAYTON SUPERIOR: Wants Moelis & Company as Financial Advisor
DBSI INC: Files Joint Chapter 11 Plan of Liquidation
DEAN FOODS: Moody's Changes Outlook on 'B1' Rating to Positive

DELPHI CORP: Appaloosa Asks Court to Dismiss Claims
DELPHI CORP: Computer Science Seeks Payment of $28,823,485 Claim
DELPHI CORP: Exit Woes May Cue Additional Losses at GM
DELPHI CORP: Retiree Groups Dismiss Appeal on OPEB Termination
DELPHI CORP: Tokico Balks at Bid to Assume Purchase Order

DIAL-A-MATTRESS: Bid Deadline Moved to May 21; Auction on May 26
DREIER LLP: Marc Dreier Pleads Guilty to Money Laundering
EDISON FUNDING: S&P Gives Stable Outlook; Keeps 'BB+/B' Rating
ENERGY PARTNERS: Court Limits Securities Trading to Protect NOLs
ENOS LANE: Files for Chapter 11 Bankruptcy Protection

ENOS LANE: Case Summary & 20 Largest Unsecured Creditors
EVERYTHING BUT WATER: Sale to Lender Okayed; Committee Appeals
FIRST METALS: Obtains MCTO Due to Late Filing of Financial Report
FOCUS ENHANCEMENTS: Exits Chapter 11 as Private Company
FLOWSERVE CORPORATION: Fitch Raises Issuer Default Rating to 'BB+'

FLYING J: Can Access Pipeline $20 Million Loan on Final Basis
FORD MOTOR: Auto Suppliers Demand Broader Assistance for Industry
FORD MOTOR: Says There's No Doubt About Going Concern Ability
FRONTIER AIRLINES: Wants Plan Filing Deadline Moved to Oct. 9
FRONTIER AIRLINES: Seeks to Expand Scope of KPMG's Services

FRONTIER AIRLINES: Davis Polk Seeks Payment of $1.9MM in Fees
FREDDIE MAC: Posts $9.9 Billion First Quarter Net Loss
GENERAL GROWTH: Farallon Wins DIP Loan Face-Off with Pershing
GENERAL MOTORS: Delphi Exit Woes May Cue Additional Losses
GENERAL MOTORS: Says It Would Miss a $1BB Debt Payment on June 1

GENERAL MOTORS: Bank Debt Slides in Secondary Market Trading
GENERAL MOTORS: RHJ Int'l Mulls Bidding for European Units
GENERAL MOTORS: 'Main Street' Bondholders Want to Join Talks
GENERAL MOTORS: Suppliers Demand Broader Assistance for Industry
GENERAL MOTORS: Falls to 76-Year Low After Executives Sell Stock

GEORGIA GULF: Lenders Consent to Non-Payment; Noteholders' Pending
GIBRALTAR INDUSTRIES: Likely Violation Won't Move S&P's B+ Rating
GMAC LLC: Won't Be Pushed to Ch. 11 if GM Restructuring Fails
GOODMAN GLOBAL: Note Repurchase Won't Change S&P's 'B+' Rating
GREGORY DAILY: Voluntary Chapter 11 Case Summary

GWLS HOLDINGS: Sale-Related Pact Approved; Panel to Get $1.5 Mil.
HAIGHTS CROSS: Houlihan Lokey Hired for Debt Restructuring
HEXCEL CORP: S&P Keeps B+ Issue-Level Rating on $225MM Sr. Notes
HOUGHTON MIFFLIN: Moody's Withdraws Ratings for Business Reasons
INDALEX HOLDINGS: Section 341(a) Meeting Set for May 28

INTERNATIONAL COAL: S&P Junks Ratings on Senior Unsecured Notes
INVESTCORP BANK: Fitch Downgrades Issuer Default Rating to 'BB+'
ISTAR FINANCIAL: Challenged Liquidity Cues Moody's Junk Rating
ITE-INNOVATIVE: Case Summary & 20 Largest Unsecured Creditors
LANDAMERICA FINANCIAL: PBGC to Cover $36MM Pension Plan Shortfall

LAW DEVELOPERS: Court Prohibits Deed of Trust Reformation
LEHMAN BROTHERS: Collapse Cues UK Treasury to Fix Insolvency Law
LEHMAN BROTHERS: Employee-Led Group Completes Buy-Out of Neuberger
LEHMAN BROTHERS: HKMA Reports Progress of Investigations
LEHMAN BROTHERS: Inks Pact Allowing HSBC Bank to Set Off Claim

LEHMAN BROTHERS: LBI Trustee Seeks Approval of Wells Fargo Deal
LEHMAN BROTHERS: Local Units Seek US Government's Aid After Losses
LEHMAN BROTHERS: Retired Teacher Complains of Weil Gotshal's Fees
LEHMAN BROTHERS: Teva Entities Seek Payments to Non-Lehman Account
LEHMAN BROTHERS: Wants to Assume Libra Credit Swap Agreement

LORBER INDUSTRIES: 9th Cir. Rules on Workers Compensation Claim
LORDSHIP DEVELOPMENT: Bankruptcy Tolls Forclosure Upset Period
MANITOWOC COMPANY: Moody's Downgrades Corp. Family Rating to 'B2'
MARVIN M PHELPS: Case Summary & 4 Largest Unsecured Creditors
MASONITE INT'L: Court Caps Unsecured Claims Payment at $56MM

MASONITE INT'L: Gets Green Light to Pay $28MM in Employee Costs
MASONITE INT'L: Reports 1st Quarter 2009 Financial Results
MASONITE INT'L: Seeks to Establish July 6 as Claims Bar Date
MASONITE INT'L: Sr. Sub Noteholders Band Together, Hire Lawyers
MERISANT WORLDWIDE: Solicits Exit Funding, Keeps Control of Case

MGM MIRAGE: Fitch Affirms Issuer Default Rating at 'C'
MIDLAND FOOD: Talks with Capmark on Plan; Seeks Aug. 31 Extension
MIRANT CORP: Asks Court for Final Decree Closing 11 Cases
MIRANT CORP: Files March 31 Post-Confirmation Report
MOTION MARKETING: Court Declines to Avoid Federal Tax Lien

MULTIPLAN INC: Moody's Gives Positive Outlook; Keeps 'B2' Rating
NEW JERUSALEM: Case Summary & 17 Largest Unsecured Creditors
NORWOOD PROMOTIONAL: Can Access Wachovia $30MM DIP Loan on Interim
NORWOOD PROMOTIONAL: Court Approves $30,000,000 Wachovia DIP Loan
NOVEMBER 2005: Chapter 11 Filing Cues S&P's Rating Cut to 'D'

NOVEMBER 2005: Moody's Cuts Ratings to 'D' on Bankruptcy Filing
NRG ENERGY: Must Recalculate Retiree Pension Benefits
NTK HOLDINGS: Moody's Affirms 'Caa2' Corporate Family Rating
OPUS SOUTH: Wants to Reject Eight Leases and Abandon Properties
PANOLAM INDUSTRIES: Taps Weil, Perella for Debt Restructuring

PARKLEX ASSOCIATES: Voluntary Chapter 11 Case Summary
PGI COS: Files Chapter 11 in Minneapolis
PHAR-MOR, INC.: U.S. Sup. Ct. Declines to Review Reclamation Claim
PILGRIM'S PRIDE: No Special Rules for Chicken Grower Claims
PILGRIM'S PRIDE: Incurs $58.77-Mil. Net Loss for Fiscal Q2 2009

POMARE LTD: Court Delays Ruling on Ch. 11 Trustee Appointment
PROSPECT THERAPEUTICS: Joseph F. Finn to Auction Assets on June 29
QIMONDA NA: Simpson Thacher Helped Get $60MM in DIP Financing
QUEBECOR WORLD: Seeks OK of Disclosure Statement, Voting Protocol
QUEBECOR WORLD: Plan Liquidation & Valuation Analysis, Projections

QUEBECOR WORLD: Seeks July 21 Extension of Exclusive Periods
QUEBECOR WORLD: Gets Court OK to Enter Into $750MM Exit Financing
QUIGLEY CO: Asbestos Claimants Want "Bought" Votes Disallowed
RADIO ONE: High Liquidity Concerns Cues Moody's to Junk Ratings
RANGE RESOURCES: Moody's Affirms Corporate Family Rating at 'Ba2'

RANGE RESOURCES: S&P Assigns 'BB' Rating on $300 Mil. Notes
REGAL JETS: Asks Court to Okay Sale of Assets to MLT Development
REFCO INC: Files Q1 2009 Post-Confirmation Quarterly Report
REFCO INC: Chase London Balks at Bid to Abandon Unsold Securities
REGAL JETS: Files Schedules of Assets and Liabilities

RIVER WOODS: Case Summary & 7 Largest Unsecured Creditors
ROMA FOODS: Case Summary & 20 Largest Unsecured Creditors
RUFFIN ROAD VENTURE: Case Summary & 6 Largest Unsecured Creditors
SANDERSON INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating on $300 Mil. Notes

SANDRIDGE ENERGY: S&P Assigns 'B-' Rating on $300 Mil. Notes
SCUBA TECH: Case Summary & 20 Largest Unsecured Creditors
SEAHAWK PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
SEEQPOD INC: Seeks to Sell Part of Firm to Microsoft
SEMGROUP LP: Judge Halts Catsimatidis Suit vs. Management

SOLUTIA INC: Appeals Order on Nitro Claimants' $267,745 Claim
SOLUTIA INC: Discloses Status of Litigation as of March 2009
SOLUTIA INC: Flexsys's Monongahela Plant to Shut Down Temporarily
SOLUTIA INC: Harbinger Entities Hold 16.7% Equity Stake
SOLUTIA INC: Reduces Bonuses of 1,400 Salaried Employees

SOURCE INTERLINK: Protocol Re: Transfer of Common Shares Okayed
SPANSION INC: Asks Court to Set Deadline for Filing Claims
SPANSION INC: CFO Thoroddsen Resigns, Sarkisian Steps In
SPANSION INC: Latham & Watkins Seeks $1.2MM in Fees for March Work
SPANSION INC: Panel Taps Garden City as Communications Agent

SPANSION INC: Seeks June 15 Extension of Schedules Filing Deadline
SPECTRUM BRANDS: Battle Looms with Equity Panel, Lenders Over Plan
SPECTRUM BRANDS: Confirmation Hearing to Commence on June 15
STOCK BUILDING: Wins Interim Approval for Wolseley DIP Loan
SUN-TIMES MEDIA: Court OKs Fee Changes for Rothschild Inc.

TALLYGENICOM LP: German Unit, Printronix Agree on Sale
TEKNEK, LLC: 7th Cir. Lets Creditor Pursue Collection Efforts
THORNBURG MORTGAGE: Wants Schedules Deadline Moved to June 30
TILE WITH STYLE: Voluntary Chapter 11 Case Summary
TRF N.A. LLC: Voluntary Chapter 11 Case Summary

TRICOM SA: June 9 Hearing on Amended Disclosure Statement
TROLLEY'S LLC: Case Summary & 20 Largest Unsecured Creditors
TRONOX INC: Mary Mikkelson Steps Down as SVP and CFO
TRONOX INC: Sues Anadarko, Kerr-McGee for Fraudulent Conveyance
TVI CORP: Retains Buccino & Associates as Financial Advisors

UNI-MARTS LLC: Cumulative Net Loss Grows to $11.5 Million
US EXPRESS: Moody's Affirms Corporate Family Rating at B3'
VAIL PLAZA: Files Chapter 11 Plan, to Sell Hotel
VISTEON CORP: Bank Debt Sells at 75% Off in Secondary Market
VP PHASE IV: Fifth Third Wants Ch. 11 Dismissed, Cites Bad Faith

WESTERN REFINING: Moody's Affirms 'B3' Corporate Family Ratings
WHITE ENERGY: In Bankruptcy Due to Adverse Market Conditions
WINDSTREAM CORPORATION: D&E Deal Won't Affect Fitch's 'BB+' Rating
WINDSTREAM CORP: D&E Agreement Won't Affect S&P's 'BB+' Rating
WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating

WINPAR HOSPITALITY: District Ct. to Hear Forfeiture Action
ZOHAR WATERWORKS: May 27 Auction Set; Competing Bids Due May 26

* Auto Suppliers Demand Broader Assistance from U.S. Government
* S&P Says Default Rate Continues Ascent Through April 2009

* Judge Hardin Retires, Gives White Plains Cases to Judge Drain
* Transworld Named International Investment Advisor of Beijing

* Upcoming Meetings, Conferences and Seminars


                            *********


200 PIER: Proposes Steinberg Nutter as General Bankruptcy Counsel
-----------------------------------------------------------------
200 Pier Avenue, LP, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Steinberg,
Nutter and Brent, Law Corporation, as general bankruptcy counsel.

SN&B will, among other things:

   -- assist the Debtor in the administration of its estate; and

   -- facilitate the Debtor's performance of other administrative
      matters as hiring of professionals to allow the Debtor to
      function in the Chapter 11 proceeding, if necessary,
      potentially selling assets of the estate, and assist in the
      preparation and filing of a disclosure statement and plan of
      reorganization.

Peter T. Steinberg, Esq., a founding member of SN&B, tells the
Court that the firm received $20,000 for attorneys' fees and
$1,039 filing fee as a general retainer, which has been placed in
a segregated client trust account.

The hourly rates of SN&B personnel are:

     Partners                 $350
     Associates               $250
     Law Assistants           $125
     Paralegals                $95

Mr. Steinberg assures the Court that SN&B is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Steinberg can be reached at:

     Steinberg, Nutter and Brent
     23801 Calabasas Rd., Ste. 2031
     Calabasas, CA 91302
     Tel: (818) 876-8535
     Fax: (818) 876-8536

                    About 200 Pier Avenue, LP,

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


ACCREDITED HOME: Taps Kurtzman Carson as Claims and Noticing Agent
------------------------------------------------------------------
Accredited Home Lenders Holding Co. and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Kurtzman Carson Consultants LLC as claims, noticing, and
balloting agent.

KCC will, among other things:

   -- provide certain noticing, claims and processing and
      balloting administration services; and

   -- assist the Debtors in (a) maintaining and updating the
      master mailing list of creditors; (b) to the extent
      necessary, gathering data in conjunction with the
      preparation of the Debtors' schedules of assets and
      liabilities and statements of financial affairs; (c)
      tracking and administration of claims; and (d) performing
      other administrative tasks pertaining to the administration
      of the Chapter 11 cases, as may be requested by the Debtors
      or the Clerk's Office.

Michael Frishberg, vice president of corporate restructuring
services of KCC, tells the Court that the hourly rates of KCC
personnel are:

     Senior Managing Consultant                $295 - $325
     Senior Consultant                         $255 - $275
     Consultant                                $165 - $245
     Technology/Programming Consultant         $145 - $195
     Project Specialist                         $80 - $140
     Clerical                                   $45 -  $65
     Weekend, holidays and overtime               Waived

Mr. Frishberg adds that KCC's retainer fee for services and
expenses is $25,000.

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

                   About Accredited Home Lenders

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

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


ACCREDITED HOME: Wants to Sell De Minimis Assets for $250,000
-------------------------------------------------------------
Accredited Home Lenders Holding Co. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to:

   -- approve the sale of de minimis assets; and

   -- establish sales procedures to sell the de minimis assets
      outside the ordinary course of business without the need to
      file separate motions to approve each sale.

As the Debtors are in the process of winding down their
operations, they will continue to identify surplus assets --
generally furniture, fixtures and equipment -- that are not
necessary to support operations.  The current book value of the de
minimis assets is less than $250,000.

The de minimis assets are primarily located at the Debtors'
facilities in San Diego, California, although there maybe some
assets at other locations.  The Debtors' de minimis assets are
unencumbered by any liens, claims, or security interests.

                   About Accredited Home Lenders

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

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


ADARE HOMES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Adare Homes Potomac Farms 2, LLC
        7950 East Prentice Avenue, #103
        Greenwood Village, CO 80111

Bankruptcy Case No.: 09-18864

Chapter 11 Petition Date: May 11, 2009

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

Judge: Sidney B. Brooks

Debtor's Counsel: Benjamin H. Shloss, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510
                  Email: bhs@kutnerlaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Troy Forming                                          $50,000
957 Salida Way
Aurora, CO 80111

MH Construction                                       $50,000
11234 Corona Drive
Northglenn, CO 80233

The petition was signed by William M. Purcell, manager of the
company.


ALLIANCE BANCORP: California Bank Must Produce Account Records
--------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has ordered Union Bank of California to
produce Alliance Bancorp's account record for the months leading
up to the Debtor's bankruptcy filing, granting the request by the
trustee overseeing the Debtor's case, according to Law360.

Headquartered in Brisbane, California, Alliance Bancorp --
http://www.alliancebancorp.net/-- is a residential mortgage
lender.  The Company and two of its affiliates made a voluntary
Chapter 7 filing on July 13, 2007 (Bankr. D. Del. Lead Case No.
07-10942).  Mark D. Collins, Esq., Richards Layton & Finger,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy from their creditors, they listed
both assets and debts of more than $100 million.


AMARAVATHI LTD: Wants Access to Cash Securing Wells Fargo Notes
---------------------------------------------------------------
Amaravathi Limited Partnership and Amaravathi Keerthi, LLC, ask
the U.S. Bankruptcy Court Southern District of Texas to:

   i) authorize the use of up to $244,248 of Wells Fargo Bank,
      N.A., cash collateral; and

(ii) grant adequate protection to Wells Fargo and other
      noteholders.

In December 2006, the Debtors entered into four promissory notes
for properties designated as the Green I Property, Green II
Property, Canyon Creek Property and Steiner Ranch Property, with
Column Financial, Inc., in the cumulative original principal
amount of $180,234,000.  Each of the notes is secured by a
separate Deed of Trust and Security Agreement, Cash Management
Agreement, and Assignment of Leases and Rents.

Pursuant to various assignments, endorsements and transfers, the
notes and underlying security interests are held by Wells Fargo,
as trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Pass-Through
Certificates, Series 2007-C1.  The current outstanding principal
balance on the Wells Fargo Notes is $180,234,000.

In addition to its secured creditor, the Debtors owe $9.5 million
to unsecured creditors.

In April 2009, the Noteholders, acting by and through Midland Loan
Services, Inc. as special servicer, alleged certain defaults on
the Wells Fargo Notes, and initiated proceedings in Williamson
County, Texas to obtain a temporary restraining order against the
Debtors and appoint a receiver for the Properties.

On April 22, 2009, the Williamson County Court entered the
temporary restraining order and ordered the appointment of
receiver for the Properties. Upon appointment, Jay Parmmelee, the
receiver, commenced actions to gain possession of the Properties,
including changing locks at certain of the Properties.

The Wells Fargo Notes are secured by first priority liens on
substantially all of the Debtors' assets.

The Debtors propose to use the Wells Fargo Cash Collateral on a
daily basis to repay preexisting liabilities and to fund
operations in the ordinary course of the Debtors' business.

The Debtors propose to grant the Noteholders replacement liens on
the assets on which the Noteholders have a valid security
interest.  The replacement liens will have the same priority as
the Noteholders' prepetition liens and not be primed or
subordinated to any postpetition financing or liens obtained or
granted by the Debtors in this case.

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

              http://bankrupt.com/misc/ALP_Budget.doc

                About Amaravathi Limited Partnership

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

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


AMERICAN INT'L: Changes to Board Would be Swift, Trustees Say
-------------------------------------------------------------
Meena Thiruvengadam at The Wall Street Journal reports that
trustees overseeing the government's almost 80% ownership of
American International Group Inc. have said that changes to the
Company's board would be swift.

WSJ states that the three trustees selected to oversee the
government's AIG holdings are:

     -- Jill M. Considine, a recent board member of the Federal
        Reserve Bank of New York;

     -- Chester B. Feldberg, a recently retired chairman of
        Barclays America and New York Fed veteran; and

     -- Douglas L. Foshee, chairman and chief executive of El Paso
        Corp. and chair of the Houston branch of the Federal
        Reserve Bank of Dallas.

According to WSJ, the trustees are asking for lawmakers'
cooperation as AIG aims to formulate "a fair and effective
compensation system."  The three trustees said in a prepared
statement for a hearing of the U.S. House Committee on Oversight
and Government Reform that they are seeking new board members for
AIG and will be making an announcement regarding those efforts
shortly.  "It is imperative that we continue to support AIG's
efforts for the additional reason that if we do not, billions of
dollars in taxpayer money could be lost," the trustees said in the
statement.

Trustees, WSJ relates, promise to ensure that compensation
including bonuses at AIG is addressed "in a thoughtful, prudent
and fair manner."

WSJ says that the trustees are protected from liability related to
losses the government could suffer as a result of its AIG
holdings.

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

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

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

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

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

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

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

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


AMERISTAR CASINOS: Moody's Assigns 'B2' Rating on $500 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ameristar
Casinos, Inc.'s new $500 million unsecured notes due 2014 and
affirmed the company's Ba3 Corporate Family Rating.  At the same
time, Moody's raised Ameristar's Probability of Default Rating to
Ba3 from B1, and its $1.4 billion senior secured revolver and $388
million senior secured term loan ratings to Ba2 from Ba3.
Additionally, the company's Speculative Grade Liquidity rating was
raised to SGL-2 from SGL-3.  The rating outlook is stable.

The net proceeds from the new unsecured notes will be used to
repay a portion of the $1.26 billion currently outstanding under
the company's $1.4 billion revolver that expires in November 2010.

Rating assigned:

  -- $500 million unsecured notes due 2014 at B2 (LGD 5, 89%)

Rating affirmed:

  -- Corporate Family Rating at Ba3

Ratings upgraded:

  -- Probability of Default Rating to Ba3 from B1

  -- $1.4 billion senior secured revolver to Ba2 (LGD 3, 38%) from
     Ba3 (LGD 3, 35%)

  -- $388 million senior secured term loan to Ba2 (LGD 3, 38%)
     from Ba3 (LGD 3, 35%)

Speculative Grade Liquidity rating to SGL-2 from SGL-3

The Ba3 Corporate Family Rating considers Ameristar's very
profitable operations.  It also recognizes several catalysts that
should help grow its earnings and cash flow and make it possible
for the company to achieve and sustain debt/EBITDA at or below 5
times.  Debt/EBITDA for the latest 12-month period ended March 31,
2009 was 5.1 times.  These catalysts include the Black Hawk
expansion that will open later this year, expanded casino
operating hours and higher maximum bet limits that go into effect
in Colorado in July 2009, and lower development capital
expenditures going forward.  Key credit concerns include
Ameristar's moderate cash flow diversification, expectation that
weak gaming demand trends will continue in the foreseeable future,
and the November 2010 expiration of its $1.4 billion revolver
which still accounts for a significant part of the company's
capitalization.

The upgrade of the Ameristar's $1.4 billion revolver reflects the
credit cushion provided to it by the new senior unsecured notes
that will rank junior to the revolver.  The upgrade of the
Probability of Default Rating to Ba3 from B1 reflects the decrease
in Ameristar's family recovery rate assumption to 50% from 65%.
The decrease in the family recovery rate acknowledges that
Ameristar will no longer have an all bank debt capital structure,
and was made in accordance with Moody's Loss Given Default
methodology.

The upgrade of Ameristar's Speculative Grade Liquidity rating to
SGL-2 from SGL-3 acknowledges the improved availability under the
company's revolver resulting from the repayment of amounts
outstanding.

The stable outlook incorporates Ameristar's good overall liquidity
profile and recent and substantial improvement in earnings.  It
also anticipates that the company will address the November 2010
expiration of its $1.4 billion revolver well before it expires.

Moody's last rating action for Ameristar was on May 5, 2009 when
Ameristar's rating outlook was revised to stable from negative and
its Ba3 Corporate Family Rating, B1 Probability of Default Rating,
and SGL-3 Speculative Grade Liquidity rating were affirmed.

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


AMERISTAR CASINOS: S&P Assigns 'B+' Rating on $500 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Ameristar Casinos Inc.'s planned $500 million
senior unsecured notes due 2014.  The securities were rated 'B+'
(two notches lower than the 'BB' corporate credit rating on the
company) with a recovery rating of '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default.  (These ratings are based upon
preliminary terms and conditions.)

The issue-level rating on Ameristar's senior secured credit
facilities remains unchanged at 'BB+' (one notch higher the 'BB'
corporate credit rating).  The recovery rating on these loans
remains at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery for lenders in the event of a payment default.
However, upon closing of the senior unsecured notes offering, S&P
plan to revise S&P's recovery rating on the credit facilities to
'1', indicating S&P's expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default.  This
would lead us to raise S&P's issue-level rating on these loans to
'BBB-' (two notches higher than the 'BB' corporate credit rating),
in accordance with S&P's notching criteria for a recovery rating
of '1'.  Ameristar intends to use the proceeds from the senior
unsecured notes to prepay the revolving credit facility and to
permanently reduce the commitment by the amount of the offering.
Consequently, there would be less senior secured debt outstanding
in S&P's simulated default scenario, resulting in improved
recovery prospects for the credit facilities.

The corporate credit rating on Ameristar is 'BB' and the rating
outlook is stable.  The stable rating outlook reflects S&P's
expectation that the company's market-leading position across
several markets, combined with recent investments in the portfolio
and a focus on cost savings, will continue to provide a stable
source of cash flow that supports current credit measures.
This is notwithstanding the challenges that the currently weak
economic conditions pose to the U.S. gaming industry and the
competitive nature of the markets in which Ameristar operates.

                           Ratings List

                      Ameristar Casinos Inc.

          Corporate Credit Rating          BB/Stable/--
           Senior Secured                   BB+
             Recovery Rating                2

                           New Ratings

                      Ameristar Casinos Inc.

               $500M sr unsecd nts due 2014     B+
                 Recovery Rating                6


ARROWHEAD GENERAL: S&P Affirms Counterparty Credit Rating at 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
counterparty credit rating on San Diego, California-based
Arrowhead General Insurance Agency Inc.

Standard & Poor's also said that it removed the rating from
CreditWatch with negative implications.

The outlook on Arrowhead is negative.

At the same time, S&P revised its recovery rating on Arrowhead's
senior secured credit facilities to '3', indicating S&P's
expectation of meaningful (50%-70%) recovery for lenders in the
event of a payment default, from '2'.  S&P lowered its issue-level
rating on these loans to 'B-' (the same level as the 'B-'
counterparty credit rating on the company) from 'B', in accordance
with S&P's notching criteria for a recovery rating of '3'.  The
revised recovery rating reflects S&P's expectation for a more
significant decline in cash flow in S&P's simulated default
scenario than that used in S&P's previous analysis.

"The rating actions reflect the receipt of Arrowhead's 2008
financial information, the receipt of amended credit agreements
and covenants, discussions with Arrowhead's management and its
primary private equity investor, and our updated analysis," noted
Standard & Poor's credit analyst Michael Gross.

Arrowhead delayed its 2008 financial filing with Standard & Poor's
because of noncompliance with some of its restrictive bank loan
covenants at year-end 2008 and ongoing discussions to amend its
credit agreements with its lenders.  Although there has been no
interruption in the company's scheduled debt and interest
payments, the Company -- and compliance with its loan covenants --
has been adversely affected by declining premium rates in the
property/casualty industry and some carrier disruption.  The
company reported an after-tax net loss of $1 million for 2008, and
its adjusted EBITDA fixed-charge coverage was 1.7x.  The company's
total debt outstanding as of Dec. 31, 2008, was $171 million.  A
number of corrective actions should benefit the organization,
including streamlining its programs, reducing expenses, and
repaying $11 million of its $15 million revolving credit facility
(all of which it did last year) as well as the $7.6 million
repayment of first-lien bank loan in May 2009.

"The negative outlook reflects our concerns about the recessionary
impact on insurance purchasing and the company's ability to manage
through the trough of the premium rate cycle," Mr. Gross added.
The company's liquidity profile in particular is weaker than in
prior years, as its reduced operating cash flow and reduced cash
balance demonstrate.  The outlook also reflects the company's lack
of progress in replacing its former CFO, who resigned in July
2008.

S&P could revise the outlook to stable over the next 12 months if
management were to be successful in performing in line with
existing bank loan covenants, secure a new CFO, and provide
evidence of more stable operating performance and improved
liquidity.  Alternatively, S&P could lower the ratings if the
company's financial performance were to deteriorate further.
Although unlikely in the near term, S&P would consider raising the
ratings if market conditions get better and the company can
sustain an improved level of financial performance.


ASYST TECHNOLOGIES: Court Moves SAL Filing Deadline to June 4
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended until June 4, 2009, the time within which the Asyst
Technologies, Inc., must file its schedules of assets and
liabilities, schedules of current income and expenditures,
schedule of executory contracts and unexpired leases, and
statement of financial affairs.

The Debtor related that it needed more time to prepare the
schedules carefully, thoroughly and accurately.  The Debtor
asserts the extension is for its best interest.

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

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


ASYST TECHNOLOGIES: Court Sets Cash Collateral Hearing for May 14
-----------------------------------------------------------------
The Hon. Randall J. Newsome of the U.S. Bankruptcy Court for the
Northern District of California authorized, on an interim basis,
Asyst Technologies, Inc., to use cash collateral securing
repayment of loan from prepetition lenders.

The approval of the stipulation for the use of cash collateral is
set for a final hearing before the Court at 10:30 a.m. on May 14,
2009, at which time any party-in-interest may present any timely
filed objections to the entry of the final order, in form and
substance acceptable to agent and lenders, approving the use of
cash collateral.

As reported in the Troubled Company Reporter on April 30, 2009,
the Debtor reached an agreement Keybank National Association, as
agent for the prepetition lenders, for the use cash to fund its
Chapter 11 case.  The agreement with Keybank requires the Debtor
to seek approval of the sale of all assets by May 29.

Entities with interest in the cash collateral are Keybank, as
agent, and lenders Citibank, N.A., Silicon Valley Bank, and RBS
Citizens Bank.  The Debtor is indebted to the lenders pursuant to
a credit agreement dated as of July 27, 2007, as amended, in the
principal amount of $77 million, as of the petition date, plus
accrued prepetition interest, costs and fees and other
obligations.  Pursuant to a loan agreement, the prepetition
obligations to the lenders are secured by a continuing perfected
lien upon all of the Debtor's assets.

The agent is willing to consent the Debtor's use of cash
collateral only to the extent provided for in the budget until
June 30, 2009.  In exchange for the cash collateral use, the
Debtor has agreed to grant (i) a replacement lien in favor of
Keybank and other lenders; (ii) a superpriority claim; and (iii)
payment of certain fees and expenses of the agent's counsel and
financial advisor.

The Debtor's use of cash collateral, and the agent's willingness
to allow use, will immediately and automatically terminate upon
the earliest to occur of these:

   i) May 15, 2009, if the Court has not entered a final order
      approving the stipulation;

  ii) the dismissal or conversion to Chapter 7 of the case;

iii) the entry by the Court of an order granting relief from the
      automatic stay;

  iv) the appointment of any trustee or any examiner;

   v) the final indefeasible payment and satisfaction in full in
      cash of the prepetition obligations;

  vi) the effective date of any Chapter 11 plan of reorganization;

vii) the Debtor's total expenditures at the end of any month
      exceed 105% of the Debtor's budgeted expenditure;

viii) the failure of the Debtor to deliver to the agent any
      documents or other information required to be delivered
      pursuant to the interim order within 5 days after receiving
      notice from the agent;

  ix) the consummation of the sale of all or substantially all of
      the assets of the Debtor;

   x) the failure by the Debtor to observe or perform any of the
      terms or provisions contained herein or in the prepetition
      loan documents;

  xi) without the consent of the agent, the entry of an order of
      the court approving the terms of any debtor-in-possession
      financing for the Debtor unless the prepetition obligations
      are indefeasibly paid in full;

xii) the entry of an order of any court reversing, staying,
      vacating or otherwise modifying in any material respect the
      terms of the interim order; or

xiii) May 29, 2009, if the Debtor has not filed a motion to sell
      substantially all of its assets on or before the date,
      provided, however, the date mat be extended by written
      agreement between then agent and the Debtor on or prior to
      the occurrence of the date.

The agent's and the lenders' liens on and security interest in the
collateral will be subject only to payments not to exceed $50,000,
which amount may be used only to pay fees.

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

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

                About Asyst Technologies, Inc.

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

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


ASYST TECHNOLOGIES: U.S. Trustee Picks 5-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 17 appointed five creditors to serve
on the official committee of unsecured creditors in Asyst
Technologies, Inc.'s Chapter 11 cases:

The Committee members are:

1.  Saguaro Technologies, Inc.
    Attn: Doina Mazilu, President & CEO
    30188 Morning View Drive
    Malibu, CA 90265
    Tel: (310) 589-5516
    Fax: (310) 589-0900

2. Bowne Of Los Angeles, Inc.
   Attn: Brian Donahue, VP Finance
   1931 Market Ctr. Blvd.
   Dallas, TX 75207
   Tel: (214) 651-1001
   Fax: (866) 857-2005

3. Applied Ceramics, Inc.
   Attn: Matt Sertic, President
   48630 Milmont Drive
   Fremont, CA 94538
   Tel: (510) 249-9700
   Fax: (510) 249-9797

4. Aeronet, Inc.
   Attn: John V. Baisey, Vice President
   42 Corporate Park, Suite 150
   Irvine, CA 92606
   Tel: (949) 474-3000
   Fax: (800) 559-7090

5. Elite Network, Inc.
   Attn: Neil D. Glatzer, Partner
   444 Castro Street, Suite 920
   Mountain View, CA 94041
   Tel: (650) 938-4100
   Fax: (650) 938-0727

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                   About Asyst Technologies, Inc.

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

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


ASYST TECHNOLOGIES: Wants Baker & McKenzie as Bankruptcy Counsel
----------------------------------------------------------------
Asyst Technologies, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Baker &
McKenzie LLP as counsel.

Baker & McKenzie will, among other things:

   a) advise the Debtor of its powers and duties as debtor-in-
      possession;

   b) assist, advise and represent the Debtor in its consultation
      with parties-in-interest regarding the administration of the
      Chapter 11 case; and

   c) prepare on behalf of the Debtor any necessary applications,
      motions, pleadings, orders and other legal papers.

Pre-bankruptcy, the firm billed $1,279,280 for services and
expenses.  It received a $600,000 retainer with a $132,367 balance
as of the petition date.

The hourly rates of Baker & McKenzie personnel are:

     Ali M.M. Mojdehi, partner             $620
     Janet D. Gertz, associate             $385
     Rayla D. Boyd, associate              $305

     Partners                           $550 - $850
     Associates                         $250 - $500
     Paralegals                         $195 - $250

To the best of the Debtor's knowledge, Baker & McKenzie is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Baker & McKenzie LLP
     12544 High Bluff Drive, Third Floor
     San Diego, CA 92130-3051
     Tel:  +1 858 523 6200
     Fax:  +1 858 259 8290

                   About Asyst Technologies, Inc.

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

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


BADANCO ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Badanco Acquisition LLC
        994 Riverview Drive
        Totowa, NJ 07512

Bankruptcy Case No.: 09-11638

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Randa Luggage Inc.                             09-11639
    Randa Luggage Holdings Corp.                   09-11640

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Edwin J. Harron, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax : (302) 571-1253
                  Email: bankfilings@ycst.com

                  Kenneth J. Enos, Esq.
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                  Robert F. Poppiti, Jr., Esq.
                  Young, Conaway, Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

Estimated Assets: $0 to $50,000

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

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

      http://bankrupt.com/misc/deb09-11638.pdf

The petition was signed by John J. Hastings.


BANK OF AMERICA: Aims to Repay Govt. Debt in Months, Not Years
--------------------------------------------------------------
Marshall Eckblad at Dow Jones Newswires reports that Bank of
America Corp. CEO Ken Lewis said that he would like to repay the
U.S. government's investment in the Company within "months, not
years."

As reported by the Troubled Company Reporter on May 7, 2009,
regulators told BofA that it must take steps to address a roughly
$35 billion capital shortfall based on results of the government's
stress tests.  Dow Jones notes that this would make it less clear
when the bank will be able to repay the government.

According to Dow Jones, Mr. Lewis told Calyon Securities bank
analyst Mike Mayo that BofA may have to raise prices across the
board for clients if Congress moves to limit the ways lenders can
increase interest rates for credit cards.  Dow Jones relates that
lawmakers are reviewing proposals to restrict the ability of banks
and card companies to raise rates on existing clients and ban
other controversial practices.  Citing Mr. Lewis, Dow Jones states
that the proposed legislation "is actually just going to cause
us...to raise pricing in general.  That's the only way I know we
can cover our costs."

Mr. Lewis, Dow Jones relates, said that "business is really good"
at Merrill Lynch and BofA had no specific plans to officially
assume Merril Lynch's debt.  Mr. Lewis admitted that BofA has
"lost some (Merrill) people that we did not want to lose," Dow
Jones says.

Citing people familiar with the matter, Laura Santini and Costas
Paris at The Wall Street Journal reports that Wall Street
companies are seeking buyers for part of BofA's stake in China
Construction Bank Corp. valued at $8.5 billion.  According to WSJ,
BofA, seeking capital to meet a U.S. government stress test, can
sell one-third of its 16.7% stake in China Construction Bank after
the expiration of a lockup period on Thursday.  The sources said
that banks acting on the U.S. lender's behalf are approaching
institutions and hedge funds, the report states.

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.


BENNINGTON COLLEGE: Moody's Withdraws 'Ba1' Rating on 1999 Bonds
----------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 long-term rating
assigned to Bennington College's Series 1999 bonds, issued through
the Vermont Educational and Health Buildings Financing Agency.
The rating has been withdrawn due to the defeasance of all of the
maturities of the bonds.  The College no longer has any debt with
a Moody's rating.

The last rating action and report with respect to the long-term
rating of Bennington College was published on March 20, 2008, when
the Ba1 rating of Bennington College was affirmed and the outlook
was revised to negative from stable.


BERNARD L MADOFF: Irving Picard Sues Harley International
---------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Irving Picard,
the trustee for Bernard L. Madoff Investment Securities Inc., has
filed a more than $1 billion lawsuit against hedge-fund investor
Harley International (Cayman) Ltd., claiming that the fund "should
have known" about the fraud.

Harley ignored warning signs that should have alerted it to the
fraud, WSJ says, citing Mr. Picard.

Mr. Picard, according to WSJ, alleged that Harley invested more
than $2 billion with Mr. Madoff, receiving an average annual
return of 13.5%.  Mr. Picard said in court documents that Harley
withdrew more than $1 billion from the Madoff firm in the two
years before its collapse on December 11, 2008, including
$425 million in the three months before that date.

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

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

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

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

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


BERNARD L MADOFF: Trustee Creates Hardship Program
--------------------------------------------------
Irving Picard, the trustee for Bernard L. Madoff Investment
Securities Inc., unveiled the creation of a program for an
accelerated determination of claims for those customers facing
"hardships."  Customers eligible to join in the program include
those (i) declaring personal bankruptcy, (ii) unable to pay for
living or medical expenses, and (iii) needing to return to work
after retirement.  The Securities Investor Protection will pay a
maximum of $500,000 for each claim.

Details of the Hardship Program are available at:

       http://www.madofftrustee.com/HardshipProgram.html

Bloomberg reported April 24 that Mr. Picard has sent letters to
223 investors demanding the return of $735 million.  The trustee
said he's not seeking to recover money from investors who made
larger deposits than they withdrew.  Bloomberg's Bill Rochelle
said that demand letters are usually sent in bankruptcy cases to
initiate settlement discussions; trustees typically file suits
against those who don't settle.  The Madoff trustee's claims to
recover the withdrawals can be based on several theories,
including the law on fraudulent transfer.

                      Market Making Business

Mr. Picard on April 28 completed an auction where Castor Pollux
Securities LLC emerged as the winning bidder for the acquisition
of the assets related to the market making business of BLMIS.
Castor Pollux will pay $1,000,000 at closing and up to
$24.5 million in deferred compensation through December 2013.
Three bidders competed in the auction.  One entity that had
submitted a bid on April 22, 2009 withdrew its bid prior to the
auction.

On March 27, 2009, the Trustee entered into a definitive agreement
with Castor Pollux, but the deal was subject to higher and better
offers.  Castor's offers was for $500,000 to be paid at closing
and payments of up to $15 million based on gross revenues
generated and shares traded through 2012.  As a result of the
auction, the closing date cash consideration is twice what
was initially proposed and the earn-out consideration is also
substantially higher than the original bid.

The U.S. Bankruptcy Court for the Southern District of New York
has approved the sale.

                      About Bernard L Madoff

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

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

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

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

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


BERNARD L MADOFF: May 27 Hearing on UK Unit's Chapter 15 Petition
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 27, 2009, to consider a request for
recognition of Madoff Securities International Ltd.'s case in the
United Kingdom as the "foreign main proceeding".

The Chapter 15 petition by the liquidators of MSIL was filed in
the U.S. Bankruptcy Court for the District of Florida but was
transferred to Manhattan, where the involuntary Chapter 7 case of
Bernard L. Madoff and the SIPA proceedings for his firm BLMIS are
pending.

MSIL was Madoff's European money management business.  Its
liquidators are seeking, among other things, to recover certain
amounts and property transferred to Mr. Madoff's brother, Peter
Madoff.

Chapter 15 of U.S. Bankruptcy Code is designed to block U.S.
lawsuits against foreign companies with U.S. operations while they
reorganize overseas.

Irving Picard, the trustee charged with unraveling Bernard L.
Madoff Investment Securities LLC, gained power of attorney over
Madoff's London business through a March 23 order by a U.S. judge,
Bloomberg said.

                      About Bernard L Madoff

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

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

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

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

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


BLAIR FARMS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Blair Farms, Inc.
        24168 County Road 28
        Glenwood, MN 56334

Bankruptcy Case No.: 09-60504

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Fergus Falls)

Judge: Dennis O'Brien

Debtor's Counsel: David C. McLaughlin, Esq.
                  Fluegel Helseth McLaughlin Anderson
                  25 2nd St. SW, Suite 102
                  Ortonville, MN 56278
                  Tel: (320) 839-2549
                  Fax: (320) 839-2540
                  Email: david.fhmab@midconetwork.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Central MN Credit Union                               $54,192
320 E. Main St.
Melrose, MN 56352

Ashby Equity                                          $49,690
PO Box 40
Ashby, MN 56309-0040

Pro-Ag Farmers Coop                                   $20,509
601 E. Soo St. - Suite A
Parkers Prairie, MN 56361

Stearns Bank                                          $19,500

Klimek Bros. Well Drilling, Inc.                         $375

Maney International, Inc.                                $140

Griffco Viking                                           $114

Red Horizon                                              $131

Johnshoy Plumbing & Heating                              $104

Red Horizon                                               $87

The Hatchery                                              $44

The petition was signed by James Blair, vice president of the
company.


CABLEVISION SYSTEMS: Won't Sell Madison Square Garden Unit for Now
------------------------------------------------------------------
Nat Worden at The Wall Street Journal reports that Cablevision
Systems Corp. said that it isn't considering selling its Madison
Square Garden unit or any of its businesses for now.

According to WSJ, Cablevision Systems had said that it was
reviewing a possible spinoff of MSG, which includes:

     -- the New York Knicks basketball team,
     -- the Rangers ice hockey team,
     -- Radio City Music Hall,
     -- the Beacon Theater, and
     -- other entertainment properties.

Cablevision Systems said that it is "exploring the possibility of
spinning off the MSG business to Cablevision stockholders," WSJ
relates.  WSJ notes that the prospect would likely entail
Cablevision separating MSG from its other businesses and
distributing equity in MSG to its existing shareholders.

WSJ quoted Gabelli & Co. analyst Christopher Marangi as saying,
"This looks like an effort by Cablevision to isolate MSG from its
other businesses, so it's not using cash generated from its other
operations."  The key question now is whether Cablevision Systems
will provide MSG with cash from its other operations before a
spinoff transaction, WSJ states, citing Mr. Marangi.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) is a cable operator in the United States that operates
cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the Company provides telephone services and Internet access to the
business market.

As of December 31, 2008, the Company's balance sheet showed total
assets of $9,383,208,000 and total liabilities of $14,745,455,000,
resulting in total stockholders' deficit of $5,362,247,000.

                          *     *     *

As reported by the Troubled Company Reporter on February 11, 2009,
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.  At the same time,
S&P placed the 'BB+' rating on $650 million of senior secured debt
of majority-owned Newsday LLC on CreditWatch with negative
implications. The 'BB' corporate credit rating on parent
Cablevision Systems Corp. remains unchanged.  Bethpage, New York-
based Cablevision is a major cable operator in the New York
metropolitan area.


CALPINE CONSTRUCTION: Moody's Assigns 'B1' Rating on Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Construction Finance Company, L.P.'s planned issuance of senior
secured notes due 2016.  Moody's also affirmed Calpine
Corporation's ratings including its Corporate Family Rating,
Probability of Default Rating, secured revolver and secured term
loan at B2 as well as its speculative grade liquidity rating of
SGL-2.

The B1 senior secured CCFC rating reflects the significant
interrelationship between Calpine and CCFC as more than 80% of the
company's future operating revenues are derived from capacity
payments from Calpine to CCFC under newly entered 10 year tolling
arrangements.  These capacity payments along with separate
contractual arrangements between subsidiaries of CCFC and two
electric cooperatives provide a high degree of steady, predictable
cash flow over the life of the debt.  The rating also considers
the strong collateral coverage at CCFC as debt/KW will be less
than $300/KW providing bondholders with substantial protection,
particularly given the age and efficiency of the CCFC assets.
Through various subsidiaries, Calpine is responsible for the
maintenance, operation, and delivery of fuel to the CCFC plants
through bilateral agreements, all of which are guaranteed by
Calpine.  CCFC's external liquidity's needs, while not expected to
be material, will ultimately be provided by Calpine as up to $200
million of the company's $1 billion revolver can be used for
working capital requirements of certain of Calpine's subsidiaries,
including CCFC.  Moody's observes that CCFC's historical and
projected standalone credit metrics are relatively strong for the
B rating category as cash flow (CFO pre W/C) to adjusted debt
averaged in the high teens during the past two years and is
expected to exceed 14% over the next several years.
Notwithstanding these strong standalone metrics, Moody's believes
that the rating for CCFC senior secured debt should be closely
aligned with the CFR at Calpine.

Proceeds from the financing along with cash on hand at CCFC and at
Calpine will be used satisfy all of the debt obligations at CCFC
and its parent, CCFCP, which aggregates $1.07 billion.  Completion
of the refinancing will substantially enhance the debt maturity
profile for Calpine over the next several years.  The debt will be
secured by the assets owned by CCFC, which includes six combined
cycle natural gas-fired generating plants aggregating 3,616
megawatts located in the western US, Texas, New England, and
Florida.

The rating affirmation for Calpine, including its B2 CFR, reflects
the on-target performance of the company since its February 2008
emergence from bankruptcy, and the likelihood of a similar
financial performance for the foreseeable future, particularly
given the company's hedging program and factoring in an expected
softening of electric demand caused by the recession.  Adjusting
for certain one-time bankruptcy related charges incurred in 2008,
Moody's calculates the ratio of Calpine's 2008 cash flow to
adjusted debt at around 5%, its cash flow coverage of interest
approaching 2.0x and its free cash flow to debt at 3%.  All of
these metrics should modestly improve during 2009.  These
financial measures, which incorporate Moody's standard
adjustments, are consistent with the financial measures of other
B-rated independent wholesale power companies.

The speculative grade rating of SGL-2 reflects Moody's view that
Calpine will have good liquidity over the next 12 months based
upon internal cash flow generation, balance sheet liquidity, and
headrooom under the company's covenants.  During 2008, Moody's
calculates Calpine generated free cash flow of around $400 million
and expects the company's 2009 internal cash flow generation to be
in line with last year's results.  As of May 8, 2009, Calpine has
hedged forward 93% of its expected 2009 electric volume reducing
the potential for margin and related cash flow compression over
the next several months from low natural gas prices.  During 2010,
Calpine has largely mitigated its exposure to lower natural gas
prices through hedges and through a natural gas collar which
provides a floor for natural gas prices but enables Calpine's
margins to benefit if natural gas prices increase.  While future
cash flow may be affected by lower market heat rates caused
principally by the recession, Moody's does not expect a decline in
market heat rates to materially impact Calpine's cash flow
generation particularly during the next four quarters.  Calpine's
internal liquidity position is aided by the company's cash
position ($1.6 billion at first quarter 2009) which was bolstered
by the October 2008 draw of $725 million under the company's $1
billion secured revolver (matures March 2014).  Liquidity has also
been aided by the use of right-way hedges which helps reduce
collateral requirements during periods of higher natural gas
prices.  Moody's expects the company to be able to satisfy
maturing debt requirements over the next 12 months from internal
sources, and expects the company to remain comfortably in
compliance with the three financial covenants in its credit
facilities.  With respect to other forms of liquidity, virtually
all of the company's assets are pledged to creditors under either
project level subsidiary agreements or under the company's first
lien credit agreements, thereby limiting the extent to which asset
sales could provide a meaningful source of additional liquidity
for the company.

The stable outlook also reflects Moody's view that due to
Calpine's hedging strategy, the company's near-term results should
not be materially affected by lower natural gas prices or by lower
market heat rates caused by the slowdown in the economy.

In light of the fact that debt levels are not likely to
appreciably decline until after 2009 coupled with a challenging
economic environment for a commodity company, limited prospects
exist for the company's CFR to be upgraded during the next
eighteen months.  However, to the extent that Calpine exceeds cash
flow projections, the company's CFR could be upgraded,
particularly if the company continues to be free cash flow
positive and cash flow to adjusted debt is sustainable in the high
single digits, while maintaining careful implementation of its
current hedging program.

The rating could be downgraded if poor operating performance
emerges or weaker than expected energy markets lead to a decline
in expected cash flows for Calpine resulting in the ratio of cash
flow to interest expense falling below 1.5 x or cash flow to total
adjusted debt approaching 3% or below for an extended period.

Moody's last rating action on Calpine occurred on March 30, 2009
when the ratings were affirmed and the speculative grade liquidity
rating was upgraded to SGL-2 from SGL-3.  This is the first time
that Moody's is assigning a rating to a CCFC obligation.

Calpine's and CCFC's ratings were assigned by evaluating factors
believed to be relevant to its credit profile, such as i) the
business risk and competitive position of Calpine and CCFC versus
others within its industry or sector, ii) the capital structure
and financial risk of Calpine and CCFC, iii) the projected
performance of Calpine and CCFC over the near to intermediate
term, and iv) Calpine's and CCFC's history of achieving consistent
operating performance and meeting financial plan goals.  These
attributes were compared against other issuers both within and
outside of Calpine's and CCFC's core peer group and Calpine's and
CCFC's ratings are believed to be comparable to ratings assigned
to other issuers of similar credit risk.

The ratings for Calpine's and for CCFC's individual securities
were determined using Moody's Loss Given Default model.  Based
upon Calpine's B2 CFR and PDR, the LGD model would suggest a B2
for CCFC's senior secured notes.  The B1 rating assigned to CCFC
senior secured notes incorporates the substantial collateral
coverage of CCFC debt given the modest amount of subsidiary debt
relative to asset value at CCFC.

Assignments:

Issuer: Calpine Construction Finance Company, L.P.

* Senior Secured Regular Bond/Debenture, Assigned a range of 44
  - LGD3 to B1

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company with assets of $20.7 billion and an
aggregate generating capacity of 24,187 megawatts, including
partnership interests at December 31, 2008.  The company owns,
leases, and operates natural gas-fueled and renewable geothermal
power plants.  CCFC consists of a portfolio of six combined cycle
natural gas-fired power plants with a combined peak generation
capacity of approximately 3,616 MW.  Located in five different
states throughout the U.S., the projects are all in commercial
operation and sell the majority of the power output to four
different power pools; ERCOT, FRCC, WECC, NEPOOL.  CCFC is 100%
owned by Calpine.


CAPITAL CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Capital Corp of the West
        2801 G. St.
        Merced, CA 95340

Bankruptcy Case No.: 09-14298

Type of Business: The Debtor is a bank holding company
                  incorporated under the laws of the State of
                  California on April 26, 1995.  On Nov. 1, 1995,
                  the Debtor became registered as a bank holding
                  company and is the holder of all of the capital
                  stock of County Bank.

Chapter 11 Petition Date: May 11, 2009

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Paul J. Pascuzzi, Esq.
                  Feiderstein Fitzgerald Willoughby & Pascuzzi LLP
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel: (916) 329-7400

Total Assets: $6,789,058

Total Debts: $68,096,190

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilmington Trust Company       Trust Preferred   $25,774,000
Rodney Square North            Indentures
I 100 North Market Street      Group IV
Wilmington, DA 19890-1600
Tel: (302)636-6019

U.S. Bank National Association Trust Preferred   $15,474,000
One Federal Street, 3rd Floor  Indentures
Boston, Massachusetts 02110    Groups I, II & III


U.S. Bank NA                   Trust Preferred   $10,310,000
225 Asylum Street              Indentures I
Goodwin Square                 Groups I, II & III
Hartford, Connecticut 06103

State Street Bank and          Trust Preferred   $6,186,000
Trust Company of Connecticut   Indentures
National Association           Group I
225 Asylum Street
Hartford, Connecticut, 06103

Thomas L. Hawker               SERP Participant  $2,250,000
2954 Greenfield Drive
Merced, California 95340

Ed Rocha                       SERP Participant  $1,275,000
1101 Whispering Pines Drive
Turlock, California 95382

Roger Dale McKinney            SERP Participant  $892,500
PO Box 641056
San Jose 95164

Kathy Wohlford                 SERP Participant  $765,000
3321 Doncaster Court
Merced, California 95340

John Incandela                 SERF Participant  $765,000
2517 Revere Lane
Modesto, California 95355

Vince Narez                    Deferred Purchase $741,786
465 Via Dichosa
Santa Barbara CA 93110 Funding

Winmark Capital Corporation    Lease             $652,881
4200 Dahlberg Drive, Suite 100
Minneapolis, MN 55422-4837

Janey Boyce Cabral             SERF Participant  $637,500
5675 Jeremy Court
Merced, California 95340

Robert Perry                   SERF Participant  $613,500
4100 Campus Green Drive NE
Lacey WA 98516

Mike Ryan                      SERF Participant  $450,000

Becky Perez                    SERF Participant  $420,000

Jerome Murphy                  SERF Participant  $419,883

Carol Wix 916-408-1028         SERP Participant  $364,980

James Sherman                  SERP Participant  $195,555

Howard Koenig                  Deferred Purchase $142,827

SAS Institute Inc.             Software License  $132,457

The petition was signed by David A. Heaberlin, chief financial
officer.


CARAUSTAR INDUSTRIES: Missed Payment Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said the missed interest payment due May
1, 2009 on Caraustar's senior notes does not currently impact the
ratings, due to a 30 day grace period contained in the indenture.

The previous rating action on Caraustar occurred on March 3, 2009
when Moody's downgraded the Corporate Family Rating to Caa2 and
the Probability of Default Rating to Caa3.

Caraustar Industries, Inc., headquartered in Austell, Georgia, is
an integrated manufacturer of recycled paperboard and converted
paperboard products.


CHEMTURA CORP: Court Directs Noteholders to File 2019 Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
ordered certain holders of certain notes issued by Chemtura Corp.
due 2016, and their counsel, Milbank, Tweed, Hadley & McCloy LLP,
to file a statement required under Rule 2019 of the Federal Rules
of Bankruptcy Procedure no later than May 8, 2009.

Accordingly, Milbank Tweed delivered to the Court a Rule 2019
statement to disclose the identities of the investment managers or
advisers to the beneficial holders of the 6.875% notes due 2016
issued by Chemtura Corporation.

Abhilash M. Raval, Esq., of Milbank Tweed, Hadley & McCloy LLP, in
New York, reported that these Noteholders are the beneficial
owners of certain 2016 Notes:

                                             Face Amount
     Noteholder                        of 2016 Notes Acquired
     ----------                        ----------------------
     Beach Point Capital                       $39,560,000
     11755 Wilshire Blvd.
     Suite 1400
     Los Angeles, California

     Management LP Post                         40,853,000
     Advisory Group, LLC
     11755 Wilshire Blvd.
     Suite 1400
     Los Angeles, California

     York Capital Management                    12,895,000
     767 Fifth Avenue, 17th Floor
     New York

     R3 Capital Management, LLC                  7,000,000
     c/o 40 East 52nd Street
     New York

Mr. Raval related that the 2016 Noteholders individually retained
Milbank Tweed to represent their individual interests with
respect to the 2016 Notes.

The Noteholders consist of creditors that, in an effort to reduce
legal expenses, agreed to retain common counsel to facilitate a
potential proposal for the Debtors from a competing DIP lender.
The Noteholders do not purport to represent the interests of any
third party or parties, including beneficial owners of, or
holders of investment authority with respect to, the 2016 Notes.
Furthermore, the Noteholders owe no fiduciary duty to one
another, and no individual Noteholder is bound by the decisions
of any other, Mr. Raval tells the Court.

The Noteholders have at all times been supportive of the Debtors'
stated initiative of maximizing recoveries for all stakeholders,
Mr. Raval avers.  They have also not been active in the Debtors'
Chapter 11 cases.  They have filed one limited objection with
respect to the Debtors' DIP financing, and joined the subsequent
objection filed by the Official Committee of Unsecured Creditors,
he informs the Court.

Milbank Tweed does not hold any claims against, or interest in,
the Debtors, Mr. Raval assures the Court.

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Eyes Sale of Non-Core Assets, Outlines Protocol
--------------------------------------------------------------
Chemtura Corp. and its affiliates maintain an array of assets,
including a significant amount of personal and intangible property
and other property interests.  Before the Petition Date, the
Debtors sold or otherwise disposed of non-core assets that were
unnecessary to their operations in the ordinary course of
business.  The Debtors anticipate continuing to sell non-core
assets postpetition

The Debtors tell the U.S. Bankruptcy Court for the Southern
District of New York that sales of non-core assets, in some cases,
would constitute transactions outside their ordinary course of
business that typically would require individual Court approval
pursuant to Section 363(b)(1) of the Bankruptcy Code.  To
streamline the sale process, the Debtors ask the Court to approve
uniform procedures to effectuate, from time to time, sales or
transfers of surplus of certain assets.  All other sale
transactions outside the ordinary course of the Debtors'
businesses would remain subject to Court approval on an
individual basis pursuant to Section 363(b)(1).

The Debtors propose to make the Non-Core Asset Sale Procedures
applicable to non-core asset sales for which total consideration
does not exceed $5,000,000, as measured by cash and other
consideration to be received by the Debtors, including any
assumption of liabilities or payment by the buyer of aggregate
cure costs in connection with the assumption and assignment of
any related executory contracts and unexpired leases.

The Debtors also seek to be allowed to use the Non-Core Asset
Sale Procedures to sell assets that are encumbered by liens,
encumbrances or other interests only if the holders of those
liens and interests consent to the sale, either expressly or by
implied consent after notice and an opportunity for hearing.
Similarly, the Debtors seek to sell assets co-owned by another
Debtor and a third party pursuant to the Non-Core Asset Sale
Procedures only upon the express or implied consent of the co-
owner.

For covered sales, the Debtors propose that after a Debtor enters
into a contract or contracts contemplating a covered sale of
$5,000,000 or less, they will serve a notice of the proposed sale
by e-mail, facsimile or overnight delivery service on:

   * the Office of the U.S. Trustee for Region 2,
   * counsel to the Official Committee of Unsecured Creditors,
   * counsel to the DIP Lenders,
   * counsel to the Prepetition Credit Facility Agent,
   * the indenture trustee for Chemtura outstanding bonds, and
   * if applicable, the non-debtor parties to all executory
     contracts the Debtors propose to assume and assign in
     connection with the proposed sale and their counsel, if
     known.

The Debtors further propose that each Non-Core Asset Sale Notice
include:

   (a) a description of the assets subject of the proposed sale
       and their locations;

   (b) the identity of the non-debtor party or parties to the
       proposed sale and any relationships between the party or
       parties and the Debtors;

   (c) the identities of any parties holding liens on, or other
       interests in, the assets that are proposed to be sold, and
       a statement indicating that all liens or interests are
       capable of monetary satisfaction;

   (d) the material economic terms and conditions of the proposed
       sale;

   (e) identification of the executory contracts, if any, that
       the applicable Debtor or Debtors propose to assume and
       assign pertaining to the proposed sale and the related
       cure amounts that the applicable Debtor or Debtors propose
       to pay with respect to each contract or lease;

   (f) instructions consistent with the terms regarding the
       procedures to assert objections to the proposed sale; and

   (g) the Debtors' basis for believing that the consideration
       for the sale is fair and equitable or that donation or
       abandonment is appropriate.

With respect to each Sale Notice, interested parties have through
5:00 p.m. prevailing Eastern Time on the 10th calendar day after
the date of service to object to the proposed sale pursuant to
the objection procedures.  If no objections are properly asserted
before the notice period expires, the Debtors would be
authorized, without further notice and without further Court
approval, to consummate the proposed sale pursuant to the terms
of the contracts.

If each interested party timely consents in writing to the
proposed sale, the Debtors would be authorized to consummate the
proposed sale prior to expiration of the notice period.  Upon
either the expiration of the Notice Period without the receipt of
any Objections, or the written consent of all Interested Parties,
the proposed sale would be deemed final and fully authorized by
the Court.

The Debtors may submit a proposed sale order, together with a
declaration stating that no objections were received, to the
Court.  If there are amendments to the economic terms of the
proposed sale after transmittal of the sale notice but before the
expiration of the notice period, the Debtors must send a revised
sale notice to all interested parties describing the amended
proposed sale and extending the notice period for an additional
five calendar days.

Objections to any proposed sale must be in writing, and must be
served on the interested parties and proposed counsel to the
Debtors so as to be received before the notice period expires.
Grounds for the objections must be specified.

The Debtors and the objecting Interested Party would use good
faith efforts to resolve the objection.  If the parties fail to
resolve the objection, the Debtors cannot proceed with the
proposed sale, but would have to ask the Court's approval of
the proposed sale upon expedited notice and an opportunity for a
hearing.

               De Minimis Asset Sales Procedure

The Debtors may consummate a de minimis asset sale for covered
sales (i) of $250,000 or less, in one or a series of related
transactions; (ii) with no proposed assumption and assignment of
any executory contracts; and (iii) no known parties other than
the DIP Lenders and the Debtors' Prepetition Secured Lenders
holding or asserting liens or other interests in the assets that
are the subject of the transactions, without the need to follow
notice procedures under the Non-Core Asset Sale Procedures and
without further notice and further Court approval.

The Debtors will provide interested parties, within 30 days after
the end of each quarter, a report on assets sold and
consideration received for de minimis sale completed during that
quarter.

The Court will consider the Debtors' request at a hearing on
May 15, 2009.

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Has Until June 1 to File Schedules and Statements
----------------------------------------------------------------
At the behest of Chemtura Corp. and its affiliates, the U.S.
Bankruptcy Court for the Southern District of New York extended
the Debtors' deadline to file schedules and statements until
June 1, 2009.

The Debtors relate that Alvarez & Marsal North America, LLC, their
crisis managers, Kurtzman Carson Consultants LLC, their notice and
claim agents, are assisting them in preparing their Schedules of
Assets and Liabilities and Statements of Financial Affairs.  The
Debtors add that a number of their employees are preparing the
Schedules and Statements, while performing their ordinary
workplace duties.

Although progress has been made, M. Natasha Labovitz, Esq., at
Kirkland & Ellis, in New York, said the Debtors need more time
beyond the current May 2, 2009 deadline to complete the Schedules
and Statements, given the size and complexity of their business
operations, the number of creditors, and their operations'
geographical spread.

The Court signed an order twice, as it initially entered an
extension order for May 2, 2009 in error.

The U.S. Trustee for Region 2 has consented to the extension.

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Posts $94,000,000 Net Loss for 1st Quarter 2009
--------------------------------------------------------------
Chemtura Corporation filed its Quarterly Report on Form 10-Q for
the first quarter of 2009.  The Company recorded a net loss of $94
million, or $0.39 per share, for the first quarter of 2009 and a
net loss on a managed basis of $26 million, or $0.11 per share for
the quarter.

     The following is a summary of first quarter results on a
     GAAP basis:

     ----------------------------------------------------------
     (In millions, except per share data)   First Quarter
     ------------------------------  ---------------------------
                                       2009    2008    % Change
                                     -------- ------- ----------
      Net Sales                         $517    $909     (43%)
      Operating (loss) profit           ($29)    ($6)     NM*
      Net (loss) earning                ($94)   ($21)     NM*
      Net (loss) earnings per share   ($0.39) ($0.09)     NM*

       * not meaningful

     The following is a summary of first quarter results on a
     managed basis:

     ----------------------------------------------------------
     (In millions, except per share data)   First Quarter
     ------------------------------  ---------------------------
                                       2009    2008    % Change
                                     -------- ------- ----------
     Net Sales                          $517    $909     (43%)
     Operating (loss) profit            ($22)    $41      NM*
     Net (loss) earning                 ($26)    $23      NM*
     Net (loss) earnings per share    ($0.11)  $0.10      NM*

       * not meaningful

                    U.S. Chapter 11 Proceedings

     * On March 18, 2009, Chemtura Corporation, the parent
       company, and 26 of its U.S. affiliates filed voluntary
       petitions for relief under Chapter 11 of the United States
       Bankruptcy Code in the United States Bankruptcy Court for
       the Southern District of New York.  The Chapter 11 cases
       are being jointly administered by the Court.  The
       Company's non-U.S. subsidiaries and certain U.S.
       subsidiaries were not included in the filing and are not
       subject to the requirements of the U.S. Bankruptcy Code.
       The Company's U.S. and worldwide operations are expected
       to continue without interruption during the bankruptcy
       reorganization process.  A discussion of the events
       leading to the Chapter 11 filing can be found in the
       Management Discussion and Analysis section of the First
       Quarter 10-Q.

     * On March 20, 2009, as previously announced, the Court
       approved all the Company's "first day" motions, allowing
       for the continuation of normal business operations during
       the reorganization process.  The Debtors received from the
       Court, among other things, interim approval to access $190
       million of its $400 million senior secured debtor-in-
       possession credit facility agreement and approval to pay
       outstanding employee wages, health benefits, and certain
       other employee obligations. Additionally, the Debtors are
       authorized to continue to honor their current customer
       policies and programs, in order to ensure the
       reorganization process will not adversely impact their
       customers.  On April 29, 2009, the Court entered a final
       order providing full access to the $400 million DIP Credit
       Facility.

     * With the benefit of the additional liquidity provided by
       the DIP Credit Facility and cash flows following the
       filing for Chapter 11, the Company has restored the supply
       of raw materials to its manufacturing facilities and
       restored production to the levels required to serve
       customers' requirements.  The Company's financial
       restructuring process is on track with its plans to emerge
       successfully from Chapter 11 as soon as practicable.


           First Quarter 2009 Business Segment Highlights

     * This quarter, the Company made component realignments
       within its reporting segments, which were also renamed.
       These modifications reflect the changes to its
       organizational structure announced on January 19, 2009.
       The renamed reporting segments are as follows: Consumer
       Performance Products, Industrial Performance Products,
       Crop Protection Engineered Products and Industrial
       Engineered Products.  Industrial Engineered Products is
       the former Polymer Additives segment excluding the
       Company's antioxidant product line and Industrial
       Performance Products is the former Performance Specialties
       segment now including the Company's antioxidant product
       line.  The Other segment has been eliminated and absorbed
       into the Industrial Performance Products and Industrial
       Engineered Products segments.  The presentation of the
       Consumer Products and Crop Protection segments is
       unchanged.

     * The fourth quarter of 2008 had seen an unprecedented
       reduction in orders for the Company's products as the
       global recession deepened and customers saw or anticipated
       reductions in demand in the industries they served.
       January saw no improvement in customer demand from the
       depressed levels in December 2008, and some business
       segments saw further deterioration.  While February and
       March of 2009 saw incremental improvement in net sales
       compared with January, business conditions remained
       difficult, particularly for business segments serving
       cyclically exposed industries as is evidenced by the 43%
       reduction in sales in the first quarter of 2009 compared
       with the first quarter of 2008.

     * Consumer Performance Products revenues declined 21% or $22
       million compared with the first quarter of 2008 due to
       reduced sales volume of $20 million, unfavorable foreign
       currency translation of $5 million and a $5 million
       reduction due to exiting the sale of products to
       distributors in 2008.  These decreases were partially
       offset by higher selling prices of $8 million.  Operating
       profit increased $3 million primarily due to higher
       selling prices, lower distribution cost and selling,
       general and administrative, and research and development
       costs savings, partially offset by the impact of
       unfavorable volume and mix.

     * Industrial Performance Products revenues declined 47% or
       $180 million due to lower volume of $176 million and
       unfavorable foreign currency translation of $8 million,
       partially offset by higher selling prices of $4 million.
       Operating profit on a managed basis decreased $27 million
       primarily driven by the impact of lower sales volumes and
       unfavorable product mix of $53 million which was partially
       offset by lower manufacturing costs of $8 million, lower
       distribution costs of $5 million, higher selling prices of
       $4 million and $9 million of lower SGA&R and other costs.
       On a GAAP basis, operating profit decreased $26 million.

     * Crop Protection Engineered Products revenues declined 22%
       or $20 million due to lower volume of $15 million and
       unfavorable foreign currency translation of $7 million,
       partially offset by higher selling prices of $2 million.
       Operating profit decreased $5 million primarily driven by
       the lower sales volumes and unfavorable product mix.

     * Industrial Engineered Products revenues decreased by 52%
       or $170 million due to lower volume of $142 million, the
       divestiture of the oleochemicals business of $31 million
       and unfavorable foreign currency translation of $4 million
       partially offset by higher selling prices of $7 million.
       Operating profit on a managed basis decreased $38 million
       primarily due to lower volume and unfavorable
       manufacturing costs resulting from lower plant
       utilization.  On a GAAP basis, operating profit decreased
       $24 million which included $14 million of accelerated
       depreciation in 2008.

     * Corporate expense for the quarter was $28 million compared
       with $32 million in the prior year.  Corporate expense
       included amortization expense related to intangibles of $9
       million and $10 million for the first quarter ended 2009
       and 2008, respectively.

                   First Quarter Results -- GAAP

     * Revenue for the quarter was $517 million compared with
       first quarter 2008 revenue of $909 million.  The decrease
       in revenue was attributable to reduced sales volumes of
       $358 million (primarily due to the global recession), the
       impact of the divestiture of the oleochemicals business of
       $31 million and unfavorable foreign currency translation
       of $24 million, partially offset by higher selling prices
       of $21 million.

     * Gross profit for the first quarter was $99 million, a
       decrease of $85 million compared with the same quarter
       last year.  Gross profit as a percentage of sales
       decreased to 19% in the quarter from 20% in the prior
       year.  The decrease in gross profit was primarily driven
       by $110 million from volume and product mix, $14 million
       from unfavorable manufacturing costs (primarily due to
       lower plant utilization), $4 million from unfavorable
       foreign currency translation and $1 million in higher raw
       material and energy costs, offset by $21 million from
       higher selling prices, $13 million in lower distribution
       costs, a $7 million non-cash charge in 2008 relating to an
       assumed lease and $3 million from the divestiture of the
       oleochemicals business.

     * The operating loss for the first quarter of 2009 was $29
       million compared with a loss of $6 million for the first
       quarter of 2008.  The increase in operating loss reflects
       an $85 million decrease in gross profit discussed above; a
       $3 million increase in facility closures, severance and
       related costs; a $2 million increase in antitrust costs;
       and $1 million in lower equity income.  These unfavorable
       impacts were partially offset by a $25 million decrease in
       depreciation and amortization primarily due to lower
       accelerated depreciation of property, plant and equipment;
       a $23 million decrease in loss on the sale of businesses;
       and a $20 million decrease in SGA&R costs due to savings
       from the Company's restructuring programs.

     * Other income, net decreased by $14 million in the first
       quarter of 2009 as compared with the same quarter last
       year.  The decrease primarily reflects non-recurring
       foreign exchange gains in 2008.

     * Reorganization items, net represent items realized or
       incurred by the Company as a direct result of the Debtors
       petition filing under Chapter 11 of the U.S. Bankruptcy
       Code.  Reorganization items, net primarily include the
       write-off of discounts and premiums associated with debt
       instruments of $24 million, the write-off of debt issuance
       costs of $7 million, professional fees directly related to
       the reorganization of $5 million and other charges of $4
       million.

     * Net loss attributable to Chemtura Corporation for the
       first quarter of 2009 was $94 million, or $0.39 per share,
       compared with a loss of $21 million, or $0.09 per share,
       for the first quarter of 2008. The decrease primarily
       reflects the $40 million in reorganization items, net; a
       $23 million increase in operating loss discussed above;
       and a $14 million decrease in other income, net; partially
       offset by a $3 million decrease in income tax expense and
       a $1 million decrease in adjustment for income
       attributable to non-controlling interests.

             First Quarter Results -- Managed Basis

     * On a managed basis, first quarter 2009 gross profit was
       $99 million, or 19% of net sales, as compared with first
       quarter 2008 managed basis gross profit of $186 million,
       or 20% of net sales.  Increases in manufacturing costs due
       to lower plant utilization are the primary drivers in the
       reduction in margin percentage.

     * On a managed basis, first quarter 2009 operating loss was
       $22 million as compared with first quarter 2008 operating
       profit of $41 million.  The decrease in operating profit
       primarily reflects the decrease in gross profit, partially
       offset by decreases in SGA&R costs primarily due to the
       benefit of the Company's restructuring programs.

     * Loss before income taxes on a managed basis in 2009 and
       2008 excludes pre-tax GAAP charges of $47 million.  These
       charges are primarily related to costs associated with the
       reorganization; accelerated depreciation of property,
       plant and equipment; facility closures, severance and
       related costs; antitrust costs; loss on sale of
       businesses; and accelerated recognition of asset
       retirement obligations.

     * Chemtura's managed basis tax rate of 35% represents a
       standard tax rate for the Company's core operations to
       simplify comparison of underlying operating performance
       during the course of the Chapter 11 proceedings.  The
       Company has chosen to apply this rate to pre-tax income on
       a managed basis.

                        Cash Flows -- GAAP

     * Net cash used by operations in the quarter ended March 31,
       2009 was $77 million as compared with net cash provided by
       operations of $16 million in 2008 primarily driven by the
       reduction in proceeds from the sale of receivables under
       the Company's accounts receivable facilities.

     * The balance of accounts receivable sold under the
       Company's accounts receivable facilities as of March 31,
       2009 was $10 million compared with $103 million as of
       December 31, 2008 and $337 million as of March 31, 2008.

     * The reduction in proceeds from the sale of accounts
       receivable was $93 million in the first quarter of 2009
       compared with a $98 million increase in proceeds in the
       first quarter of 2008.  Excluding the effect of accounts
       receivable facilities, net cash provided by operations for
       the first quarter of 2009 was $16 million as compared with
       $82 million of net cash used in operations in the first
       quarter of 2008.

     * As of March 31, 2009, the Company's accounts receivable
       balances before the sale of accounts receivable were $452
       million as compared with $495 million as of December 31,
       2008.  The decrease was primarily due to a decline in
       sales as a result of the current economic conditions
       primarily for the Industrial Performance Products and
       Industrial Engineered Products segments.

     * As of March 31, 2009, the Company's inventory balance was
       $530 million as compared with $611 million at December 31,
       2008.  The decrease was due to optimizing production
       levels with industry demand, changes in foreign exchange
       rates and liquidity constraints.

     * Capital expenditures for the quarter ended March 31, 2009
       were $8 million compared with $23 million in 2008 which
       is in line with the Company's $60 million target for 2009
       that was set to conserve cash during this period of
       depressed demand.

     * The Company's total debt as of March 31, 2009 was $1,400
       million as compared with $1,204 million as of December 31,
       2008.  Total debt increased primarily due to accounts
       receivable now being mainly financed with bank debt rather
       than through the sale of accounts receivable under the
       Company's accounts receivable facilities.  Cash and cash
       equivalents were $135 million as of March 31, 2009
       compared with $68 million as of December 31, 2008.

A full-text copy of Chemtura Corporation's First Quarter 2009
Financial Results filed on Form 10-Q is available for free at:

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

                Chemtura Corporation and Subsidiaries
               Unaudited Consolidated Balance Sheets
                        As of March 31, 2009

                              ASSETS
Current Assets
Cash and cash equivalents                         $135,000,000
Accounts receivable                                442,000,000
Inventories                                        530,000,000
Other current assets                               152,000,000
                                                 --------------
Total Current Assets                              1,259,000,000
Non-current Assets
Properties and equipment, net                      820,000,000
Goodwill                                           260,000,000
Intangible assets, net                             495,000,000
Other assets                                       198,000,000
                                                 --------------
Total Assets                                     $3,032,000,000
                                                 ==============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Short-term borrowings                              169,000,000
Current portion of long-term debt                           -
Accounts payable                                    76,000,000
Accrued expenses                                   167,000,000
Income taxes payable                                24,000,000
                                                  -------------
Total Current Liabilities                           436,000,000
Non-current Liabilities
Long-term debt                                       2,000,000
Pension & post-retirement
health care liabilities                            156,000,000
Other liabilities                                  126,000,000
                                                  -------------
Total Liabilities Not Subject to Compromise         720,000,000

Liabilities Subject to Compromise                 1,974,000,000

Stockholders' Equity
Common stock                                         3,000,000
Paid-in capital                                  3,037,000,000
Accumulated deficit                             (2,284,000,000)
Accumulated other comprehensive loss              (263,000,000)
Treasury stock                                    (167,000,000)
                                                 --------------
Total Stockholders' Equity                          326,000,000

Non-controlling interest                             12,000,000
                                                 --------------
Total stockholders' equity                          338,000,000
                                                 --------------
Total liabilities and stockholders' equity       $3,032,000,000
                                                 ==============


               Chemtura Corporation and Subsidiaries
           Unaudited Consolidated Statements of Operations
               For the Quarter Ended March 31, 2009

Net sales                                          $517,000,000

Cost of goods sold                                  418,000,000
Selling, general and administrative expenses         70,000,000
Depreciation and amortization                        44,000,000
Research and development                              9,000,000
Facility closures severance and related costs         3,000,000
Antitrust costs                                       2,000,000
Loss on sale of business                                     -
Equity income                                                -
                                                 --------------
                                                    546,000,000
                                                 --------------
Operating Loss                                     (29,000,000)
Interest expense                                   (20,000,000)
Other income, net                                    1,000,000
Reorganization items, net                          (40,000,000)
                                                 --------------
Loss before income taxes                           (88,000,000)
Income tax expense                                  (6,000,000)
                                                 --------------
Net loss                                           (94,000,000)
Less: Net income attributable to
      non-controlling interest                               -
                                                 --------------
Net loss attributable to Chemtura Corporation     ($94,000,000)
                                                 ==============


                Chemtura Corporation and Subsidiaries
              Unaudited Consolidated Statements of Cash
                 For the Quarter Ended March 31, 2009

Cash Flows from Operating Activities
Net loss                                           ($94,000,000)
Reconciliation to net cash provided by
(used for) operating activities:
Loss on sale of business                                     -
Depreciation and amortization                       44,000,000
Stock-based compensation expense                     1,000,000
Reorganization items, net                           40,000,000
Equity income                                                -
Changes in assets and liabilities, net of
assets acquired and liabilities assumed:
  Accounts Receivable                                30,000,000
  Impact of sale of accounts receivable             (93,000,000)
  Inventories                                        59,000,000
  Accounts payable                                  (40,000,000)
  Pension and post-retirement health care debt       (4,000,000)
  Other                                             (20,000,000)
                                                  --------------
Net cash (used in) operating activities             (77,000,000)

Cash flows from Investing Activities
Net proceeds from divestments                        3,000,000
Payments for acquisitions, net of cash acquired     (5,000,000)
Capital expenditures                                (8,000,000)
                                                  --------------
Net cash (used in)investing activities              (10,000,000)

Cash flows from Financing Activities
Proceeds fom DIP Credit Facility, net              165,000,000
Proceeds from credit facility, net                   9,000,000
Payment on long term borrowings                              -
Dividends paid                                       1,000,000
Payment for debt issuance costs                    (19,000,000)
Other financing activities                                   -
                                                  -------------
Net cash provided by financing activities           156,000,000
Effect of exchange rates on cash
and cash equivalents                                 (2,000,000)
                                                  -------------
Change in cash and cash equivalents                  67,000,000
Cash and cash equivalents, beginning of period       68,000,000
                                                  -------------
Cash and cash equivalents, end of period           $135,000,000
                                                  =============

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Receives Final Authority to Use Lenders' Collateral
------------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York authorized Chemtura Corporation and its
debtor-affiliates to use the cash collateral of their prepetition
lenders, on a final basis.  Citibank, N.A., as agent to the
prepetition lenders, is entitled to adequate protection for the
use of the cash collateral, the Court held.

To ensure the appropriate use of the Cash Collateral, the Debtors
prepared and presented to the Court a 13-week cash budget covering
the period from May 2, 2009 to July 25, 2009, a copy of which can
be accessed at no charge at:

     http://bankrupt.com/misc/chemtura_DIPbudgetApr27.pdf

As reported by the Troubled Company Reporter, the Court granted
final approval of the Debtors' $400 million debtor-in-possession
credit facility on April 29, 2009.  The facility is arranged by
Citibank, N.A., as administrative agent.  The Company previously
received interim approval from the Court to access $190 million
under the DIP financing facility on March 20, 2009.

The DIP financing, combined with cash from the Company's ongoing
operations, will continue to provide Chemtura with financial
flexibility to operate its business in the ordinary course, the
Company stated in a press release.  This financing will allow the
Company to continue funding employee wages and benefits, payments
to suppliers and other customary business obligations as Chemtura
proceeds with its financial restructuring.

Additionally, in connection with the final approval of the DIP
facility, Chemtura obtained approval of an amendment to that
facility, which significantly increases Chemtura's ability to
provide additional liquidity to its foreign non-debtor
subsidiaries and affiliates if and when it is needed.

In a separate regulatory filing, Chemtura disclosed to the U.S.
Securities and Exchange Commission details of Court-approved
Amendment No. 1 of the DIP Credit Agreement.  The DIP Facility is
amended to:

   (a) increase the outstanding amount of intercompany loans
       Chemtura could make to its non-debtor foreign subsidiaries
       from $7.5 million to $40 million;

   (b) reduce the required level of borrowing availability under
       the minimum availability covenant; and

   (c) eliminate the required additional interest expense if a
       specified level of accounts receivable financing was not
       available to Chemtura's European subsidiaries.

The DIP Credit Agreement matures on the earlier of April 29,
2010, the effective date of a reorganization plan, or the date of
termination in whole of the commitments.

The DIP Facility is comprised of:

   (i) 250 million of non-amortizing term loans,
  (ii) a $63.5 million revolving credit facility, and
(iii) an approximately $86.5 million revolving credit facility
       representing the "roll-up" of certain outstanding secured
       amounts owed to lender under the existing prepetition
       senior credit facility who have commitments under the DIP
       Credit Agreement.

In addition, a letter of credit subfacility for letters of credit
in an aggregate amount of $50  million is available under the
unused commitments of the revolving credit facilities.

All amounts owing by Chemtura and the guarantors under the DIP
Credit Agreement and certain hedging arrangements and cash
management services are secured, subject to a carve-out as set
forth in the DIP Credit Agreement for professional fees and
expenses by (i) a first priority perfected pledge of all notes
and all capital stock owned by the Company and the guarantors
subject to certain exceptions, and (ii) a first priority
perfected security interest in all other assets owned by the
Company and the guarantors, in each case, junior only to liens as
set forth in the DIP Credit Agreement and the Carve-Out.

Chemtura Secretary Billie S. Flaherty relates to the SEC that
availability of credit under the DIP Facility is equal to (i) the
lesser of the Borrowing Base and the effective commitments under
the DIP Credit Agreement minus (ii) the aggregate amount of
advances under the DIP Credit Agreement and any undrawn or
unreimbursed letters of credit.  "Borrowing Base" is the sum of
(i) 80% of the Debtors' eligible accounts receivable, plus (ii)
the lesser of 85% of the net orderly liquidation value percentage
of the Debtors' eligible inventory and 75% of the cost of the
Debtors' eligible inventory, plus (iii) $125 million, less
certain reserves.

Borrowings under the term loans and the approximately $63.5
million revolving facility bear interest at a rate per annum
equal to, at Company's election, (i) 6.5% plus the Base Rate or
(ii) 7.5% plus the Eurodollar Rate.  Borrowings under the
approximately $86.5 million revolving facility bear interest at a
rate per annum equal to, at Company's election, (i) 2.5% plus the
Base Rate or (ii) 3.5% plus the Eurodollar Rate.  Additionally,
the Company will pay a unused commitment fee of 1.5% per annum on
the average daily unused portion of the revolving facilities and
a letter of credit fee on the average daily balance of the
maximum daily amount available to be drawn under letters of
credit equal to the applicable margin above the Eurodollar Rate
applicable for borrowings under the applicable revolving
facility.

Moreover, Mr. Flaherty relates that the DIP Credit Agreement
requires the Debtors to meet these financial covenants:  (a)
minimum cumulative monthly earnings before interest, taxes, and
depreciation or EBITDA, after certain adjustments, on a
consolidated basis; (b) a maximum variance of the weekly
cumulative cash flows of the Debtors, compared to an agreed upon
forecast; (c) minimum borrowing availability of $25 million until
June 30, 2009, and $30 million thereafter; and (d) maximum
quarterly capital expenditures.   The DIP Credit Agreement also
contains covenants which limit the incurrence of additional debt,
operating leases, issuance of capital stock, issuance of
guarantees, liens, investments, disposition of assets, dividends,
certain payments, mergers, change of business, transactions with
affiliates, prepayments of debt, repurchases of stock and
redemptions of certain other indebtedness and other matters
customarily restricted in such agreements.

The DIP Credit Agreement contains events of default, including,
among others, payment defaults, breaches of representations and
warranties, and covenant defaults.

Prior to the Final DIP Hearing, the Official Committee of
Unsecured Creditors, joined by certain holders of 6.875% notes
due 2016 issued by the Debtors, filed an objection to the
proposed postpetition financing and sought to eliminate the
proposed Revolver Loan.  The Debtors, supported by the DIP Agent,
asserted that approval of the "roll-up" is the only opportunity
for them to obtain a postpetition financing.  The 2016
Noteholders, shortly, withdrew their joinder.

Citibank, N.A., also previously sought to adjourn the Final DIP
hearing, wary that it may be unable to respond adequately to a
new financing request for the Debtors.  The Court denied
Citibank's request.  The Court also previously signed a second
amended DIP interim order, reflecting that the Final DIP Order
will have been entered no later than April 29, 2009.

Craig A. Rogerson, Chemtura's chairman, president and chief
executive officer, said in a company statement dated April 29,
2009, "We are pleased to have received final Court approval of
our DIP credit facility and the important amendment to the
facility.  We believe that the final DIP approval provides the
Company with the financial flexibility necessary to continue
running our operations as normal through the remainder of the
restructuring process.  I would like to thank all our DIP
lenders, led by Citibank, and the members of the Unsecured
Creditors' Committee for their focus on the needs of Chemtura and
their continued support throughout this process.  Importantly, I
believe the Court's final approval of our DIP facility, which
gives Chemtura full access to those funds, will reinforce the
confidence that our customers and suppliers have shown in our
company in recent weeks, helping us to maintain and build on
these important relationships."

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

A full-text copy of the April 29 Final DIP Order is available for
free at http://bankrupt.com/misc/chemtura_FinalDIPorder.pdf

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Section 341 Meeting of Creditors Set for June 17
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of the
creditors of Chemtura Corporation and its debtor-affiliates on
June 17, 2009, at 2:30 p.m. (Eastern Time), at the office of the
U.S. Trustee, 4th Floor, at 80 Broad Street, in New York.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

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

                       About Chemtura Corp.

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

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

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

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


CHRYSLER LLC: Retirees to Start Fighting for Benefits This Week
---------------------------------------------------------------
Tom Hals at Reuters reports that Chrysler LLC's 16,000 salaried
retirees will begin fighting for their benefits this week.

About 1,171 salaried retirees weren't receiving the portion of
their benefits that didn't qualify under IRS retirement rules for
pre-tax savings, Reuters states, citing Chrysler.  The benefits
would remain as part Chrysler to satisfy creditors, the report
says.

Reuters quoted Trent Cornell, an attorney for Stahl Cowen in
Chicago representing the National Chrysler Retirement
Organization, as saying, "The constituents I represent are
salaried retirees who spent their career at Chrysler.  They're
willing to negotiate but no one has talked to them."

According to Reuters, Mr. Cornell will ask the U.S. Bankruptcy
Court for the Southern District of New York this week to recognize
a committee to represent nonunion retirees.  "We want to hear
clarity and have answers to salaried retiree benefits and whether
they move to the new company or not," Reuters quoted NCRO
spokesperson Mike Aberlich as saying.

Reuters relates that Chrysler has proposed selling its healthiest
operations to a new company owned by a union-aligned trust and
Fiat SpA, with small stakes held by the U.S. Treasury and Canadian
government.  According to the report, the new company will provide
benefits for the 90,000 union retirees.

The union and nonunion retirees should be in the same class in the
bankruptcy and should be treated equally, Reuters relates, citing
Mr. Cornell.  Reuters states that Mr. Cornell said that the group
could ask Chrysler to form a trust that takes on their pension and
benefits.

A Chrysler spokesperson, according to Reuters, said that the
Company will address retiree benefits through the bankruptcy
process.

         Workers Ask Co. to Keep Twinsburg Plant Open

Robert Schoenberger at Plain Dealer Reporter states that workers
at Chrysler's Twinsburg stamping plant have asked Sen. Sherrod
Brown and other politicians for help to keep the plant open.

Plain Dealer relates that after the United Auto Workers members
approved earlier this month contract changes intended to keep the
Twinsburg plant open, Chrysler sought bankruptcy protection and
quietly slipped plans to close the plant into its court filings.

Plain Dealer says that Chrysler officials repeatedly declined to
explain their decision to close the Twinsburg plant.  Chrysler
signed off on April 26 the UAW contract revisions.  That same day,
the Company Chrysler received a bankruptcy adviser's report that
called for closing the stamping plant, the report states.

Chrysler, Plain Dealer relates, admitted last week that it could
have done a better job explaining the need for plant closings to
the affected communities.  Chrysler said in a statement, "Numerous
documents have been filed with the court, and the process is not
complete.  Given that, it would be inappropriate for us to comment
on this topic further."

        Car Dealers to Hold Strike to Save Sales Outlets

Sholnn Freeman at Washington Post reports that more than 150 car
dealers will lobby on Capitol Hill to try saving their sales
outlets as General Motors Corp. and Chrysler move to sharply cut
back operations.

Washington Post relates that GM CEO Fritz Henderson said that the
Company will start notifying dealers later this week whether their
stores will survive the Company's latest restructuring.  GM, says
Washington Post, has disclosed plans to cut about 2,600, or 40% of
its 6,200 dealerships.

Chrysler dealers, according to Washington Post, fear that 800 to
1,000 of 3,200 sales centers could be closed.  Chrysler executives
said in court documents that half of the Company's 3,200 dealers
account for 90% of the cars sold in the U.S.

Washington Post says that state dealer associations are preparing
their members for the fallout, and are advising dealers on what
rights they have in Chrysler's bankruptcy case.  They direct
dealers to law firms to help them navigate the case, and assist
individual dealers in their own bankruptcy filings, Washington
Post relates.

According to Washington Post, the dealer groups said that their
members have assumed much of the risk for ensuring their
operations are profitable.

     U.S. Bankruptcy Filing Won't Affect Global Operations

Chrysler said in a statement that its global operations, including
those in China, won't be affected by the Company's bankruptcy
proceedings in the U.S.

Chrysler said in a letter to clients published in the Economic
Observer, "Chrysler's international businesses, including the
Asia-Pacific region and China, are not included in the scope of
the bankruptcy protection petition.  Daily operations won't be
impacted."

Chrysler said in a statement that it will continue to pay
suppliers in China and honor service warranties.  Citing Chrysler,
Dow Jones Newswires relates that dealerships will continue to
operate, and the quality of Chrysler's vehicles won't be affected.

                          About Chrysler

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

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

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

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

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

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

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

Chrysler's says that as of 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: Suppliers Demand Broader Assistance for Industry
--------------------------------------------------------------
The Motor & Equipment and Manufacturers Association, a group of
manufacturers of motor vehicle components, tools and equipment,
automotive chemicals and related products, has urged the U.S.
Congress to provide "broader assistance" for the supplier industry
and the passage of a short-term incentive for vehicle purchases.

On March 19, 2009, the U.S. Treasury launched a $5 billion program
to help auto parts suppliers that "are unable to access credit and
are facing growing uncertainty about the prospects for their
businesses and for the auto companies that rely on the parts they
ship."  The program provided suppliers with access to government-
backed protection that money owed to them for the products they
ship will be paid no matter what happens to the recipient car
company.  The program is run through American auto companies that
agree to participate in the program.

In its new request for more assistance for auto suppliers, the
MEMA pointed out that the Auto Supplier Assistance Program
launched by the Treasury in March only targets the first tier
suppliers to General Motors Corp. and Chrysler LLC.  Only GM and
Chrysler, both recipients to federal aid, have participated in the
program. It added, "Significant limitations restricted the reach
of this program.  Since it was not fully operational when Chrysler
filed for Chapter 11, many suppliers were left significantly
exposed.  Smaller suppliers in financial distress are completely
dependent upon their first tier customer to provide financial
assistance down through the supply chain.  Suppliers that
manufacture parts in the U.S. but ship to Canada and Mexico for
vehicle assembly are not covered.  Bank restrictions and loan
covenants prevented many eligible suppliers from participating in
the program.  Aftermarket suppliers directly providing replacement
parts to the vehicle manufacturers are not eligible."

The MEMA proposes that Congress pass a short-term incentive
program, which will help bolster the U.S. economy with new car
sales at a time when light vehicle production and sales are at an
all time low.

               Reduced Business for Auto Suppliers

The MEMA noted that in April, vehicle sales plunged by 34.4% when
compared to the same month last year.  For three months ended
March 31, industry vehicle sales decreased by 3.7 million vehicles
(or 20.6%) to 14.4 million vehicles due to continued weakness in
the global economy.  North America decreased by 1.6 million
vehicles (or 36.1%) to 2.8 million vehicles, Europe decreased by
1.4 million vehicles (or 23.7%) to 4.5 million vehicles, the Asia
Pacific region decreased by 531,000 vehicles (or 8.9%) to 5.4
million vehicles, and the Latin America / Africa / Middle East
(LAAM) region decreased by 219,000 vehicles (or 11.9%) to 1.6
million vehicles.  GM said that the decline is due to continued
weakness in the economy which is directly attributable to the
recession in the United States brought about by tightening of the
credit markets and turmoil in the mortgage markets resulting in
reductions in housing values, all of which contributed to
declining consumer confidence.  In the United States, GM sold
413,000 vehicles during the first quarter of 2009, a decline of
approximately 49% compared to the corresponding period in 2008.

Chrysler filed for Chapter 11 on April 30 after failing to obtain
enough concessions from constituents, which was a requirement for
additional U.S. government that would back an out-of-court
restructuring.  General Motors said that in the event that it does
not receive prior to June 1, 2009 enough tenders of its public
unsecured debt to consummate exchange offers, it expects to follow
Chrysler to bankruptcy protection.  Both GM and Chrysler have
previously warned that a bankruptcy filing would hurt sales and
would result to shutdowns, both of which would further hurt
suppliers.  Chrysler has already halted production at many of its
U.S. manufacturing facilities until its bankruptcy court-
sanctioned merger with Fiat SpA is completed.  General Motors has
also announced that it will extend its usual mid-year down time at
many of its North America manufacturing facilities during the
spring and summer of 2009.

GM in a regulatory filing on May 8 acknowledged that Chrysler's
bankruptcy filing are threatening the viability of the suppliers,
many are producing parts for both GM and Chrysler.  Chrysler
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.

Ford Motor Company, the only member of the Big 3 Detroit
automakers that has so far not sought federal aid, has reported
lower sales for the first quarter of 2009.  For the second
quarter, Ford expects to report sales of 435,000 units in North
America, a 250,000 decline from 2008.  Ford has said it might
require a bride loan from the government, in the event of "a
significantly deeper economic downturn or a significant industry
event, such as the uncontrolled bankruptcy of a major competitor
or important suppliers to Ford, that causes major disruption to
our supply base, dealers or creditors and cannot be funded by
other forms of capital."  Standard & Poor's ratings Services said
May 11 that it expects continued heavy cash losses in Ford's
automotive oeprations for at least the next year.  It added that
its 'CCC+/Negative' rating on Ford reflect concerns that "GM
(CC/Negative/--) could file for bankruptcy in the coming weeks and
that low production levels by many automakers broadly are risks to
Ford's liquidity, given the interwoven auto sector supplier base."

"With a continued drop in vehicle production, Chrysler's recent
bankruptcy announcement, and GM's planned summer plant shutdowns,
this crisis is only deepening and more jobs will be lost," the
MEMA said.  Part suppliers directly employ 685,892 workers in the
U.S.

                  Auto Supplier Bankruptcies

Wheel producer Hayes Lemmerz International Inc., which obtains 29%
of revenues from General Motors and Ford, filed for bankruptcy
protection Monday, blaming the global meltdown in the automobile
sector.  Hayes expects global EBITDA to be less than one-half of
the $157 million it recorded in 2008.

Lear Corp., which provides automotive seat systems and other
products, has said that it might file for Chapter 11, if it fails
to obtain relief from lenders regarding a looming May 16, 2009
default under its primary credit facility.  General Motors and
Chrysler accounted for 23% and 3% of Lear's net sales in 2008.

Former Ford unit Visteon Corp, supplier of climate, interiors and
electronics systems to automakers, is exploring various strategic
and financing alternatives, including a bankruptcy filing.  It has
obtained waivers though, but they are set to expire May 30.
Visteon's net sales during the three months ended March 31, 2009
decreased $1.51 billion or 53% when compared to the same period of
2008.

"Lower production levels globally and increases in raw material,
energy and commodity costs during 2008 have resulted in severe
financial distress among many companies within the automotive
supply base," said Lear Corp., which incurred a net loss of $689.9
million in 2008, compared with a net profit of $241.5 million the
year before.  "Several large automotive suppliers have filed for
bankruptcy protection or ceased operations," Lear said in March.

"Without immediate action, communities throughout this country
will needlessly lose essential manufacturing jobs and the U.S.
auto industry will not have a sufficient supply base to
manufacture vehicles in this country," the MEMA said.

                        Ratings Actions

Ratings agencies have lowered ratings of some auto suppliers due
to the expected weak auto sales for 2009, circumstances facing GM
and Chrysler and/or other related factors:

    ArvinMeritor, Inc.    S&P lowered issuer credit rating to
                            'CCC+' from 'B' on February 12, 2009.
                            Fitch lowered the LTD issuer default
                            rating to 'CCC' from 'B-' on March 9,
                            2009.

    Visteon Corp.         S&P lowered issuer credit rating to
                            'CCC+' from 'B-' in January 30 2009

    American Axle &
    Manufacturing
    Holdings Inc.         Moody's lowered the corporate family
                            rating to 'Caa1' from 'B2' on Dec. 16,
                            2008.  S&P lowered the issuer credit
                            rating to 'CCC+' from 'B' on Jan. 12,
                            2009.  Fitch lowered American Axle's
                            LT issuer default rating to 'CCC' from
                            'B-' on April 28, due to GM's shutdown
                            of 13 of its manufacturing plants in
                            North America during the second and
                            third quarters of 2009.

    BorgWarner Inc.       Moody's issued a 'Ba1' LT corporate
                            family rating, with a 'negative'
                            outlook, on March 18, 2009.  S&P
                            issued a downgrade of the issuer
                            credit rating to 'BBB' from 'A-' on
                            January 12, 2009.

    Magna Int'l Inc.      S&P downgraded the issuer credit
                            rating to 'BBB' from 'A-' on April 30,
                            2009.  DBRS downgraded the unsecured
                            debt rating to 'BBBH' from 'A' on
                            May 1, 2009.

    Dana Holdings         S&P lowered its corporate credit
                            rating to 'CC' from 'B' on May 11,
                            2009.

    Tenneco Inc.          Fitch lowered the issuer default
                            rating to 'B-' from 'B' in April 29,
                            2009 due to extended shutdowns
                            scheduled by GM later in 2009, and
                            other factors.

    Continental AG        Fitch on April 30, 2009, placed LT
                            issuer default rating to 'BB' on
                            rating watch negative, citing, among
                            other things, the slump in global
                            vehicle production.

    TRW Automotive
    Holdings Corp.        Fitch on April 28 lowered the issuer
                            default rating from 'B+' to 'B',
                            remaining in watch negative due to
                            uncertain production or sales
                            ramifications of near-term events at
                            General Motors and Chrysler, including
                            bankruptcy filings.

    MetoKote Corporation    Moody's on May 5, 2009, lowered the
                            corporate family rating to 'Caa1' from
                            'B3', noting that while the Company
                            has diversified its industry
                            concentration, it still generates 49%
                            of sales from the automotive end
                            markets, including 19% from the
                            Detroit-3 automakers.

    Stoneridge Inc.       Moody's on May 5 said the corporate
                            rating will remain at 'B2' despite
                            Chrysler's bankruptcy filing.  Outlook
                            is negative.

S&P said May 11 it believes "financial risks will remain
relatively high for most rated auto suppliers this year and next
because of severe and volatile auto markets in North America and
Europe."

"Weak economic conditions are forcing consumers to restrain
spending resulting in a sharp decline in auto sales and
production," said Moody's VP-Senior Analyst Timothy Harrod on
April 30.  According to Moody's, this loss of millions of units of
production is severely pressuring revenue, profitability and cash
flow for the auto parts suppliers.


CHRYSLER LLC: To Be Headed by Fiat CEO After Bankruptcy
-------------------------------------------------------
In light of Chrysler LLC CEO Bob Nardelli's plan to leave Chrysler
following the Company's emergence from Chapter 11, Sergio
Marchionne, chief executive officer of Fiat Group, will become New
Chrysler's chief executive officer, The Associated Press reports,
citing a Fiat spokesman, as saying.

Mr. Marchionne, the 56-year-old dual Canadian and Italian citizen,
has reportedly been eyed for the job since Fiat made a deal with
Chrysler, notes AP.

Mr. Marchionne, meanwhile, is reportedly in talks to take over
General Motor's operations in Europe including Germany's Opel,
Britain's Vauxhall and Sweden's Saab.  Unlike its deal with
Chrysler where it assumed no debt, Fiat said talks in Germany
include assuming Opel's debt, AP reports.

Fiat confirmed that it is also interested in GM's Latin American
operations, the report notes.

               Fiat to Decide on Dealers' Fate

Reports note that while the Non-TARP lenders' withdrawal of their
objection to the Fiat Transaction clears a major obstacle to the
Chrysler-Fiat Deal, the obstacles are not entirely gone.  Chrysler
LLC's lenders who are not part of the U.S. Government's Troubled
Asset Relief Program, the same group of parties branded by U.S.
President Barack Obama as "speculators" for refusing to join
Chrysler'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, previously objected to the transaction, noting
that some unsecured creditors will be paid in full while first
lien lenders only 30 cents on the dollar, a violation of
bankruptcy law.

"Now it's on to dealers and suppliers, and that little issue of
product line-up," Jonathon Ramsey of Autoblog points out.

With regards the dealers, Chrysler is working on the list of
dealerships it plans to eliminate, and the dealers may learn
their fate in the next few days, according to Sharon Terlep and
Jeff Bennett of The Wall Street Journal.

Citing people familiar with the situation, Doron Levin and Mike
Ramsey of Bloomberg News, note that Fiat, not Chrysler, will
decide which dealers will be brought along to the new company.
The report further said an initial list of the retailers to be
retained will be filed in Court by May 14, with some dealers to
be added after the May 14 filing.

"I disagree with terminating dealers, but if that's what's
happening, then Fiat should be involved," said Chuck Eddy, an
owner of Bob & Chuck Eddy Chrysler-Dodge-Jeep in Youngstown,
Ohio, and a member of the U.S. automaker's national council,
reports Bloomberg News.

Chrysler, says WSJ, hasn't said how many of its 3,188 U.S dealers
it wants to close.  wftv.com, however, notes that Chrysler may
close around 650 to 800 dealerships nationwide.

Chrysler wants fewer dealers so those remaining will be more
profitable.  It had a plan last year to trim the number in major
metro areas by as much as 50%, Bloomberg News points out.

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 Mr. Eddy 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.

          Chrysler Clarifies Issues on Plant Closings

To address confusion regarding Chrysler plant closures, the
company disclosed in an official statement the status of certain
of its facilities in connection with its restructuring plan, in
the context of consummating the Chrysler-Fiat alliance.

According to the statement, the plants currently scheduled for
closing are:

  * Sterling Heights Assembly Plant: A severe decline in the
    market has resulted in reduction of volumes and thus made
    operation of this plant not possible.  The plant is expected
    to continue operation through December 2010.

  * Kenosha Engine: Unprecedented reduction in volume and demand
    for products has resulted in the decision to idle the plant
    in December 2010.

  * Detroit Axle: All required work will be moved to a new
    facility that is being developed in nearby Marysville, Mich.
    The plant will be idled in December 2010.

  * Twinsburg Stamping: Due to deteriorating volumes and in
    order to optimize capacity, existing volume will be
    transferred to Warren Stamping and Sterling Stamping plants
    effective March 2010.

  * Conner Avenue Assembly Plant: The facility and vehicle
    platform has been for sale since 2008. The site is
    scheduled to idle December 2009.

  * St. Louis North Assembly Plant: Due to volume reduction in
    the truck segment, capacity will be optimized by moving
    RamBox production to Warren Truck Assembly Plant effective
    third quarter of 2009.

  * Newark Assembly Plant (closed December 2008)

  * St. Louis South Assembly Plant (closed October 2008)

Chrysler noted that while most manufacturing operations have been
temporarily idled in order to reduce dealer inventory and as part
of the restructuring process, the idling was not the result of
the bankruptcy filing, and the company expects that most workers
will be back on the job following the bankruptcy proceedings and
the formation of the new company.

"It is expected that virtually all employees associated with
these facilities will be offered employment with the new
company," the company statement explained.  It further noted that
the Jefferson North Assembly Plant is scheduled to add a second
shift which represents 1,200 jobs coinciding with the
introduction of the all-new Jeep Grand Cherokee.  While the
company continues to address difficult market conditions, the
alliance will ultimately provide Chrysler customers and dealers
with a broader and more competitive lineup of fuel-efficient
vehicles and technology, the statement said.

"We are committed to working with every Chrysler community
throughout this restructuring process," Chrysler said in the
statement.

In response, a member of the United Auto Workers' national
bargaining committee for Chrysler LLC called the automaker
"despicable" for announcing the planned closing of the eight U.S.
plants less than 24 hours after UAW-represented Chrysler workers
agreed to accept more concessions, reports The Detroit News.

"It is despicable that a company can simply abandon its
communities, not because the company is ceasing productions, but
because they can produce it cheaper elsewhere," Detroit News
reports citing Bill Parker, a member of the UAW's bargaining unit
and president of Local 1700, which represents workers at the
Sterling Heights Assembly Plant, as saying.  Mr. Parker said the
UAW intends to discuss with Fiat the possibility of keeping the
plants open.

To recall, Chrysler LLC submitted its Viability Plan to the U.S.
Treasury and the President's Auto Task Force on Feb. 17, 2009.
As part of this plan, a number of restructuring actions were
designed to address significant declines in the Seasonally
Adjusted Annual Rate (SAAR) of auto sales -- from 15.6 million in
January 2008 to 9.8 million in January 2009 -- and position
Chrysler for future success.

Chrysler's stand-alone plan contemplated several plant closings
based on continued volume deterioration trends as well as a plan
that contemplated a global alliance with Fiat that enhanced its
stand-alone plan, and included significant concessions from all
stakeholders.  According to Chrysler, the specific plant actions
were not made public because "it would have been presumptuous to
assume that the plan was going to be approved, and inappropriate
to communicate prior to thorough discussion with the United Auto
Workers union."

On March 30, 2009, the U.S. Treasury and the President's Auto
Task Force rejected Chrysler's stand-alone Viability Plan.
However, the Task Force agreed that Chrysler could submit a plan
that would be evaluated with a decision made by April 30,
provided that it include a global alliance with Fiat and more
aggressive sacrifices by all stakeholders.

Between March 30 and April 29, 2009, Chrysler diligently pursued
this path.  Consequently, Chrysler was able to secure an alliance
with Fiat.  The capacity reductions in the new alliance framework
mirrored the Feb. 17 plan, though some of the timing was changed
due to continued shift in volume trends and consumer demand.

As a result, on April 30, Chrysler announced that it reached a
definitive agreement to establish a global strategic alliance
with Fiat to form a vibrant new company.  "This alliance will
save Chrysler, more than 50,000 jobs worldwide, including the
preservation of more than 30,000 U.S. and 9,000 Canadian jobs,
along with thousands of employees at dealers and suppliers,"
Chrysler pointed out.  "This far outweighs the alternative of
liquidation."

In order to effectuate this plan, Chrysler filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code.  Chrysler
also filed a motion under Section 363 of the Bankruptcy Code,
requesting the swift approval by the court of the agreement with
Fiat and the sale of Chrysler's principal assets to the new
company.  The substantial majority of Chrysler's assets,
operations, plants and people will be transferred to the new
company, while assets and liabilities that are not consistent
with Chrysler's business plan will remain with the old company
for disposition.  Under the supervision of the court, and with
the support of the U.S. Treasury and the President's Auto Task
Force, New Chrysler intends to quickly emerge from bankruptcy as
a restructured and financially healthy organization.

       Asia-Pacific Operations Not Affected by Ch. 11

According to The Wall Street Journal, Chrysler said in a
statement that its global operations, particularly in China,
won't be affected by the company's Chapter 11 cases in the U.S.
Chrysler's businesses in the Asia-Pacific region and China are
not included in the scope of the bankruptcy protection petition
and daily operations won't be impacted, Chrysler explained.
Chrysler said it intends to continue paying suppliers and honor
service warranties; dealerships will continue to operate as
usual, and the quality of Chrysler's vehicles won't be affected.

Chrysler, which mainly imports vehicles into the country, sold
8,237 units in China last year, according to market research firm
JD Power & Associates, the Journal reports.


                        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: U.S. Trustee Names Consumer Privacy Ombudsman
-----------------------------------------------------------
The Bankruptcy Code provides that if a hearing is required under
Section 363(b)(1)(B) of the Bankruptcy Code, the court will order
the U.S. Trustee to appoint a consumer privacy ombudsman in the
case and will require that notice of that hearing be timely given
to that ombudsman.

The consumer privacy ombudsman may appear and be heard at that
hearing and will provide to the Court information to assist the
Court in its consideration of facts, circumstances, and
conditions of the proposed sale or lease of personally
identifiable information.

In line with this, Diana G. Adams, the U.S. Trustee for Region 2,
has appointed Alan Chapell, CIPP, as Consumer Privacy Ombudsman in
Chrysler LLC's Chapter 11 cases.

Ms. Adams relates that she has delivered to Mr. Chapell the order
approving the Debtors' proposed bidding procedures for the sale
of substantially all of their assets.  According to Ms. Adams,
the Bidding Procedures Order sets forth the date and time of the
hearing seeking approval of the contemplated sale transaction.

In a verified statement filed in Court, Mr. Chapell disclosed
that his firm has not represented and will not represent any
Debtors, creditors, or parties-in-interest in the Debtors'
Chapter 11 cases.  Mr. Chapell said his Company does not have any
financial relationship with any entities that would be adverse to
the Debtors or their estates with respect to his service as
Consumer Privacy Ombudsman.  Mr. Chapell assures the Court that
he is a "disinterested person" within the meaning of Sections
101(14)and 332(a) of the Bankruptcy Code.

Mr. Chapell is the president of Chapell & Associates, a research
and consulting firm focusing on issues of consumer privacy.  Mr.
Chapell graduated from the University of Connecticut and Fordham
University School of Law.  He is a member of the New York Bar and
the New York State Bar Association's International Privacy Law
Subcommittee.

Mr. Chapell's office is located at Chapell & Associates, LLC, 297
Driggs Avenue, Suite 3A, in Brooklyn, 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 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: Court Approves Fiat-Led Sale Process for All Assets
-----------------------------------------------------------------
Chrysler LLC and its affiliated debtors obtained approval from
the U.S. Bankruptcy Code for the Southern District of New York of
the bidding procedures for the sale of substantially all of their
assets.

A full-text copy of the Bidding Procedures is available for free
at http://bankrupt.com/misc/ChryslerBiddingProcedures.pdf

"The bidding procedures constitute a reasonable, sufficient,
adequate and proper means to provide potential competing bidders
with an opportunity to submit and pursue higher and better offers
for all or substantially all of the assets," Judge Arthur
Gonzalez said in his order dated May 7, 2009.

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

The Debtors offered to sell their assets to New CarCo Acquisition
LLC, a Delaware company formed by Fiat S.p.A., subject to higher
and better bids, as part of the Master Transaction Agreement that
Chrysler signed with Fiat and New CarCo on April 30, 2009.

The Fiat group's $2 billion offer for the assets will be the lead
bid in a court-supervised auction to be held on May 27, 2009.
Fiat will receive a $35 million breakup fee in case it is outbid
at the auction.

Prior to the Court's approval of the bidding procedures, Chrysler
argued in Court that it is imperative that the process be
completed expeditiously in order to secure the maximum value for
the company's stakeholders through the Chapter 11 process.
Chrysler said that given the stress on all aspects of the
automotive industry and the current idling of its manufacturing
facilities, key relationships with suppliers, dealers, and other
business partners cannot be preserved if the sale process is not
concluded quickly.

In addition, Chrysler noted that substantial new financial
commitments from the U.S. and Canadian governments require the
consummation of a transaction with Fiat within 60 days and make
DIP financing available for only that period.  The recently
announced agreements with the UAW and CAW providing for
modifications to the collective bargaining agreement for active
employees and for a new schedule of contributions to a VEBA that
will provide retiree medical benefits is also conditioned on the
expeditious consummation of the Fiat transaction.

"While Chrysler has already conducted discussions with Nissan,
GM, Volkswagen, Tata motors, Magna, GAZ, Hyundai, Honda and
Toyota and others over an extended period of time, these
discussions have not produced any viable alternative to the
proposed alliance with Fiat," the company disclosed in an
official statement.

In connection with the proposed sale, the Court approved the
procedures governing the assumption and assignment of executory
contracts and unexpired leases to New Carco. A full-text copy of
the notice containing the procedures is available for free at:

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

The procedures may be modified by further court order if a
company other than New CarCo is the winning bidder, or if a
transaction other than the proposed sale is consummated for the
sale of the Debtors' assets, says Judge Gonzalez.

A Sale Notice will also be circulated widely, and notice will
also be published in major newspapers to provide opportunity for
any interested party to emerge.  Full-text copies of the court-
approved Sale Notice, Publication Notice and the UAW Retiree
Notices, are available for free at:

  http://bankrupt.com/misc/ChryslerSaleNotice.pdf
  http://bankrupt.com/misc/ChryslerPublicationNotice.pdf
  http://bankrupt.com/misc/ChryslerUAWRetireeNotices.pdf

The Court will convene a hearing on May 27, 2009, at 10:00 a.m.
(Eastern Time), to approve the winning bid.

The Court set May 26, 2009, as the deadline for the notice of
designation of lead bidder.

Companies interested to acquire the assets have until May 20,
2009 to submit competing bids.

All parties-in-interest, including the Debtors' prepetition
senior secured lenders, the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America and the Official Committee Of Unsecured Creditors have
until May 19, 2009, 4:00 p.m. (Eastern Time), to object to the
approval of the Sale Transaction and the UAW Retiree Settlement
Agreement.

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

The Court will also consider approval of the UAW Retiree
Settlement Agreement at the May 27, 2009 Sale Hearing.  A full-
text copy of the UAW Retiree Settlement Agreement is available
for free at:

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

A full-text copy of the Equity Recapture Agreement with the
voluntary employees' beneficiary association trust is which is
available for free at:

  http://bankrupt.com/misc/Chrysler_EquityRecapAgreement.PDF

The Debtors relate that New Chrysler has agreed to enter into the
Non-Pension Retiree Settlement Agreement on terms and conditions
that differ from those established by a certain settlement
agreement, dated March 30, 2008, in a class action of
International Union, UAW, et al. v. Chrysler LLC.

The Non-Pension Retiree Settlement Agreement will include, among
other things, the funding of benefits with a combination of an
equity interest in New Chrysler and a new $4,587,000,000 note.

Under the UAW Settlement Agreement, certain benefit reductions
will take effect July 1, 2009, assuming consummation of the Sale
Transaction.

                        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: Seeks Approval of JPMorgan L/C Stipulation
--------------------------------------------------------
Chrysler LLC and its affiliates ask Judge Gonzalez to approve,
pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, a stipulation
regarding their letters of credit with JPMorgan Chase Bank, N.A.

Pursuant to "Applications and Agreements for Irrevocable Standby
Letter of Credit" each dated July 20, 2007 -- the Reimbursement
Agreements -- among the Debtors and JPMorgan, JPMorgan has issued
two letters of credit:

   (i) letter of credit reference number TPTS-346618
       in the face amount of $4,740,871 issued to Liberty Mutual
       Insurance Company, and

  (ii) letter of credit reference number TPTS-346619 in the face
       amount of $14,300,000 issued to Illinois Workers
       Compensation Commission, for the account of the Debtor.

All present and future obligations of the Debtors with respect to
the Letters of Credit and under the Reimbursement Agreements are
secured and cash collateralized under a Cash Collateral Agreement
dated as of July 30, 2007, between the Debtors and JPMorgan
pursuant to which JPMorgan holds $19,612,226 in account number
*****57961 -- the Cash Collateral Account -- which account is
subject to JPMorgan's sole dominion and control.

The Debtors have requested that JPMorgan permit the extension for
a period of 12 months of the Illinois LC as the failure to extend
the Illinois LC would entitle the beneficiary to draw upon it.

Accordingly, the parties entered into a Stipulation which
provides that:

  (a) The Debtors are authorized to request, and JPMorgan
      is authorized to permit, the extension for a period
      of 12 months of the Illinois LC in accordance with its
      terms;

  (b) The Debtors are authorized to execute and deliver all
      documents and agreements reasonably requested by JPMorgan
      in connection with the extension of the Letters of Credit
      and are authorized to pay, when due, all obligations with
      respect to the L/Cs, including all issuance fees and any
      margin or interest charges, in each case at the rates
      applicable to the Letters of Credit immediately prior to
      the Petition Date;

  (c) In the event that JPMorgan will honor a drawing request of
      a beneficiary under a Letter of Credit and the Debtors
      will not have reimbursed JPMorgan in full and in cash for
      the drawing within two business days, the automatic stay
      provisions of Section 362 of the Bankruptcy Code will be
      deemed vacated without further notice or court order to
      the extent necessary to permit JPMorgan to apply amounts
      in the Cash Collateral Account against all Obligations
      then due in accordance with the Reimbursement Agreement
      and the Cash Collateral Agreement; and

  (d) Any payments or proceeds remitted to JPMorgan pursuant to
      the provisions of the Stipulation or any subsequent Court
      order will be received free and clear of any claim,
      charge, assessment or other liability.

The Debtors expect that the beneficiary of the Illinois LC would
be entitled to draw on the Illinois LC and will do so, absent a
replacement or extension.  Although there can be no assurances
that the beneficiary will actually draw against the Illinois
LC, the Debtors believe that the extension of it pursuant to the
Stipulation will benefit the Debtors' estates by providing a
basis for the beneficiary to further delay any draw against the
Illinois LC.

At the Debtors' behest, the Court will consider approval of the
request today, at 9:30 a.m.

                        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: Vorys Sater Represents Worthington Steel, et al.
--------------------------------------------------------------
Tiffany Strelow Cobb, Esq., at Vorys, Sater, Seymour and Pease
LLP, in Columbus, Ohio, discloses that her firm represents these
creditors in Chrysler LLC's Chapter 11 cases:

  (a) The Worthington Steel Company
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (b) The Gerstenslager Company
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (c) TWB Company, LLC
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (d) TWB de Mexico, S.A. de C.V.
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (e) Worthington Specialty Processing
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (f) Turner Broadcasting Systems, Inc.
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (g) AOL LLC
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

  (h) Hirschvogel Inc.
      c/o Vorys, Sater, Seymour and Pease LLP
      Tiffany Strelow Cobb, Esq.
      52 East Gay Street
      Columbus, OH 43215
      E-mail: tscobb@vorys.com

Ms. Cobb discloses that The Worthington Steel Company, The
Gerstenslager Company, TWB Company, LLC, TWB de Mexico, S.A. de
C.V., Worthington Specialty Processing, Turner Broadcasting
Systems, Inc., AOL LLC, and Hirschvogel Inc., and certain of
their related entities creditors and parties-in-interest hold
prepetition claims, and postpetition administrative claims for
executory contract rights in the Debtors' Chapter 11 case.

Ms. Cobb says that his firm has been retained by these creditors
to represent them in all matters regarding the Chapter 11 case
proceeding at its normal and customary hourly rates.

                        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: Russell R. Johnson Represents Edison Utilities
------------------------------------------------------------
Russell R. Johnson III, Esq., at Russell R. Johnson III, PLC,
discloses that her firm represents these creditors in Chrysler
LLC's Chapter 11 cases:

  (a) Commonwealth Edison Company
      Attn: LaShonda A. Hunt
      Exelon Business Services Company
      10 South Dearborn S1.
      P.O. Box 5930
      Chicago, IL 60680-5930

  (b) Detroit Edison Company, and
      Michigan Consolidated Gas Company
      Attn: Michael T. Wood, Esq.
      2000 Second Avenue
      Suite 688 WCB
      Detroit, MI 48226

  (c) The East Ohio Gas Company doing business as
      Dominion East Ohio
      Attn: Sherry Ward
      701 East Cary Street
      P.O. Box 26666
      Richmond, VA 23261-6666

  (d) Duke Energy Indiana, Inc.
      Attn: Tanya A. Schweitzer
      Duke Energy Shared Services, Inc.
      139 East Fourth Street
      Room 25, Atrium II
      P.O. Box 960
      Cincinnati, OH 45201-0960

  (e) Orange and Rockland Utilities
      Attn: Leon Z. Mener, Esq.
      4 Irving Place - Room 1875S
      New York, NY 10003

  (f) Southern California Edison Company
      Attn: Douglas DiTonto
      2244 Walnut Grove Ave., Suite 331
      Rosemead, CA 91770

Johnson relates that Detroit Edison Company, Michigan
Consolidated Gas Company, Duke Energy Indiana, Inc., Orange and
Rockland Utilities, and The East Ohio Gas Company d/b/a Dominion
East Ohio have unsecured claims against one or more of the
Debtors arising from prepetition utility usage.

Commonwealth Edison Company holds a prepetition deposit that
secures all of the debt owed by the Debtors arising from
prepetition utility usage.

Southern California Edison Company also holds a prepetition
surety bond that secures all of the debt owed by the Debtors
arising from prepetition utility usage.

                        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: Utilities Demand More Protection from Non-Payment
---------------------------------------------------------------
The proposal by Chrysler LLC to deposit a total of $6 million to
cover an estimated two weeks' reduced usage of utilities is facing
objections from power companies.  The power companies, according
to Bloomberg's Bill Rochelle, said the deposit isn't sufficient,
noting that two weeks of utility usage costs more than $8 million.

According to Bill Rochelle, Congress changed bankruptcy law in
2005 by requiring companies in reorganization to make deposits or
post letters of credit to prevent utilities from suffering losses
if the business in Chapter 11 can't pay its bills.

The wholly-owned subsidiaries of Verizon Communications Inc.,
contend that the escrow account proposed by the Debtors is
grossly insufficient to provide it with adequate assurance
payment under Section 366.  Verizon asks the Court to require the
Debtors to provide it with adequate assurance by posting a
deposit equal to two months of average usage of its services by
the Debtors, or $4,120,000.  The wholly-owned subsidiaries of
Verizon include Verizon Services Corp., Verizon Network
Integration Corp., Verizon Business Global LLC, Verizon Business
Network Services Inc., Verizon Select Services Inc., MCI
Communications Services, Inc., f/k/a MCI WorldCom Communications,
Inc., and the operating telephone company subsidiaries of Verizon
Communications Inc.

Commonwealth Edison Company, Detroit Edison Company, Michigan
Consolidated Gas Company, Duke Energy Indiana Inc., Orange and
Rockland Utilities, The East Ohio Gas Company, and Southern
California Edison Company criticize the Debtors' request to
create an escrow account as a form of adequate assurance of
payment to utility companies.  The companies say that the escrow
account is not a recognized form of adequate assurance under the
U.S. bankruptcy law despite the Debtors' claim that a deposit in
the escrow account somehow constitutes a cash deposit.

Nicor Gas relates it intends to submit a request for an adequate
assurance of $2,499,512, while the Debtors only have scheduled it
to receive an adequate assurance deposit of $13,000.  Thus, Nicor
requests that the Court increase the Adequate Assurance Deposit
Fund from $5,991,487 to $8,171,999 to account for the Utility
Motion's underfunding of the Adequate Assurance Deposit Fund.

Various firms, like DTE Energy Center, LLC, KGF Trading Company,
and Chevron Natural Gas, said that they are not utilities covered
by Section 366 of the Bankruptcy Code.

                    Chrysler's Utilities Motion

Chrysler has asked the Court to issue an order:

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

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

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

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

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

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

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

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

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

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

                  Adequate Assurance Deposit

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

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

                 Adequate Assurance Procedures

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

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

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

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

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

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

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

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

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

                       Daimler Guarantee

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

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

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

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

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

                      Opt-Out Procedures

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

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

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

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

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

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

                        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)


CMATT LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CMATT, LLC
        1629 Route 206
        Tabernacle, NJ 08088

Bankruptcy Case No.: 09-21992

Chapter 11 Petition Date: May 11, 2009

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

Debtor's Counsel: David A. Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  Fax: (856) 424-7565
                  Email: dkasen@kasenlaw.com

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

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

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

The petition was signed by Audrey Neubert, member of the Company.


CONTECH LLC: Wants Exclusive Plan Filing Period Extended to July 9
------------------------------------------------------------------
Contech LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Michigan to extend their
exclusive period to file a plan until July 9, 2009, and their
exclusive period to solicit acceptances of a plan to September 7,
2009.

The Debtors' exclusive periods to propose and solicit acceptances
of a plan are set to expire on June 1, 2009, and July 29, 2009,
respectively.

The Debtors tell the Court that they have not completed the sale
of their Casting Group and United Kingdom assets and that it would
be impossible to formulate a Chapter 11 plan by June 1, 2009.
Moreover, the Debtors will need time to discuss any plan with the
official committee of unsecured creditors before submitting this
to the Court for approval.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
company also manufactures safety steel forged automotive
components and tube fabrications through its Steel Products Group
primarily for commercial truck OEM's.  The company has
approximately 1,000 employees.  The company and two of its
affiliates filed for Chapter 11 protection on Jan. 30, 2009
(Bankr. E.D. Mich. Lead Case No. 09-42392).  Richard A. Chesley,
Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky
& Walker, LLP, represent the Debtors as counsel.  Robert A.
Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson
Fischer, P.L.C., represent the Debtors as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  When the Debtors filed for Chapter 11 protection
from their creditors, they listed assets and debts between
$100 million and $500 million.


CRUCIBLE MATERIALS: Can Access Secured Loans Until May 28
---------------------------------------------------------
Crucible Materials Corp. received permission from the U.S.
Bankruptcy Court for the District of Delaware (Wilmington) to
continue receiving secured loans from prepetition lenders,
Bloomberg's Bill Rochelle said.

The Court will convene a final hearing on the proposed DIP loan on
May 28.  According to the report, the maximum credit, initially
$69.4 million, will begin decreasing after May 29.

Secured lenders owed $64.5 million will provide the DIP financing.

Crucible Materials Corp. is a producer and distributor of
specialty metals and powders with manufacturing facilities in New
York and Pennsylvania, a research facility in Pennsylvania, and
service centers throughout North American.  Crucible, owned by its
1,000 employees, operates two plants and 12 regional service
centers.

Crucible Materials and an affiliate filed for Chapter 11 on May 6,
2009 (Bankr. D. Del. Case No. 09-11582).  Judge Mary F. Walrath
handles the case.   The Debtors have tapped  Mark Minuti, Esq., at
Saul Ewing LLP, as counsel.  They also tapped Duff & Phelps
Securities LLP as investment banker and  RAS Management Advisors
LLC as business advisor.  Epiq Bankruptcy Solutions LLC is the
claims agent.  Crucible Materials said its assets and debts both
range from $100 million to $500 million.


D&E COMMUNICATIONS: S&P Puts 'BB-' Rating on Positive CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
D&E Communications Inc., including its 'BB-' corporate credit
rating, on CreditWatch with positive implications.  This follows
Windstream Corp.'s (BB+/Negative/--) announcement that it has
entered a definitive agreement to acquire Ephrata, Pennsylvania-
based local telephone carrier D&E Communications in a transaction
consisting of cash ($73 million), stock (approximately
$86 million) and D&E's net debt ($171 million).

"D&E Communications' pending acquisition by Windstream will
provide D&E debtholders the benefits of Windstream's much larger
scale and more diverse geographic telephone footprint," said
Standard & Poor's credit analyst Catherine Cosentino.  S&P has
placed D&E's ratings on CreditWatch with positive implications due
to Windstream's stronger credit profile.

The transaction is subject to federal and state regulatory
approvals, and upon completion of the acquisition, expected in the
second half of 2009, D&E's debt is likely to be raised to reflect
ownership by the higher rated Windstream, if it is still
outstanding following the transaction.  The ratings for the debt
itself will be reevaluated at that time to reflect any structural
and recovery-related issues of the prospective capital structure,
as well.


DANA HOLDING: Tender Offer Cues S&P to Junk Corporate Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Toledo, Ohio-based Dana Holding Corp.
to 'CC' from 'B'.  S&P also lowered its rating on the company's
outstanding $1.26 billion term loan bank facility to 'CCC-' from
'B+', while leaving the issue-level ratings on Dana's asset-backed
loan revolving facility unchanged.  The recovery rating on the
term loan is unchanged, at '2', indicating S&P's expectation that
lenders would receive substantial (70% to 90%) recovery in the
event of a payment default.  The outlook on Dana is negative.

These actions follow the company's announcement that it has
initiated a dutch auction tender offer, at 40% to 44% of face
value, to repurchase with available cash up to 10% of the existing
$1.26 billion under its term loan facility.  Under S&P's 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.

"We will lower our corporate credit rating on Dana to 'SD'
[selective default] and lower our rating on the issue repurchased
under the exchange to 'D' [default] upon completion of the offer,"
said Standard & Poor's credit analyst Nancy Messer.  "We will
then, shortly thereafter, assign a new corporate credit rating,
representative of the default risk, after this financial
restructuring," she continued.

S&P's downgrades do not reflect an increase in Dana's risk of
bankruptcy in S&P's view, and S&P recognize that this tender offer
improves the company's debt leverage ratio.  However, S&P believes
Dana will be at risk of breaching its 2009 covenants, which
tighten in the second half of the year, if industry conditions
worsen.  As S&P has noted previously, S&P believes financial risk
will remain relatively high for most rated auto suppliers this
year and next because of severe and volatile auto markets in North
America and Europe.

The outlook is negative.  S&P would expect to lower the corporate
credit rating to 'SD' and the affected issue rating to 'D' upon
completion of the tender offer.  S&P would then, shortly
thereafter, assign a new corporate credit rating to Dana 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 Dana's
corporate credit rating would unlikely be higher than 'B'
immediately following the consummation of the transaction because
S&P believes very weak market conditions in most of Dana's
business segments in 2009 will hinder its post-bankruptcy
restructuring efforts.


DAYTON SUPERIOR: Taps Edward Howard as PR Consultant
----------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Edward Howard & Co.
as corporate communications consultants.

Edward Howard will, among other things:

   a) develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtor's key constituencies and the media regarding the
      Debtor's operations, financial performance and progress
      through the Chapter 11 process;

   b) develop public relations initiatives for the Debtor to
      maintain public confidence and internal morale during the
      Chapter 11 case; and

   c) prepare press releases and other public statements for the
      Debtor, including statements relating to asset sales and
      other major Chapter 11 events.

The hourly rates of Edward Howard's personnel are:

     Chairman and CEO                $425
     President                       $400
     Executive Vice Presidents       $375
     Senior Counselors               $375
     Senior Vice Presidents          $350
     Senior Chapter 11 Specialists/
       Vice Presidents               $300
     Senior Account Managers         $230
     Art Director                    $215
     Account Managers                $200
     Senior Account Executives/
       Senior Designers              $180
     Account Executives              $150
     Designers                       $145
     Account Coordinators            $110
     Junior Account Coordinators      $80

Donald C. Hohmeier, chief financial officer of Edward Howard,
tells the Court that pre-bankruptcy, the Debtors paid the firm
$45,000 and a $25,000 retainer.  The Debtors do not owe Edward
Howard any amount for services rendered prepetition.

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

                 About Dayton Superior Corporation

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


DAYTON SUPERIOR: Wants Latham & Watkins as Bankruptcy Counsel
-------------------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Latham & Watkins LLP
as counsel.

L&W will, among other things:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business and properties;

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

   c) take all necessary action to protect and preserve the
      Debtor's estate including prosecuting actions on the
      Debtor's behalf, defending any action commenced against the
      Debtor, and represent the Debtor's interest in negotiations
      concerning all negotiations concerning all litigation in
      which the Debtor is involved, including objections to claims
      filed against the estate.

Richards, Layton & Finger, the proposed co-counsel and L&W will
work closely to avoid duplication of efforts.

The hourly rates of L&W personnel are:

     Partners                     $750 - $1,050
     Counsel                      $675 -   $975
     Associates                   $370 -   $725
     Paraprofessionals            $105 -   $620

L&W with primary responsibility in the Chapter 11 case are Kirk
A., Davenport II, Kim Desmarais, Jude Gorman, Joseph Fabiani and
Keith Simon.

Mitchell A. Seider, Esq., a partner at L&W tells the Court that
the Debtor advanced $1,100,000 to L&W as retainer.  After applying
prepetition fees and expenses, the retainer balance as of the
petition date was $125,687.

Mr. Seider assures the Court that L&W is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Seider can be reached at:

     Latham & Watkins LLP
     885 Third Avenue, Suite 1200
     New York, NY 10022

                 About Dayton Superior Corporation

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


DAYTON SUPERIOR: Wants Moelis & Company as Financial Advisor
-------------------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Moelis & Company LLC
as financial advisor.

Moelis will, among other things:

   a) perform a customary business and financial analysis of the
      Debtor, undertaken in consultation with members of
      management of the Debtor;

   b) review and analyze the Debtor's assets and its operating and
      financial strategies; and

   c) review and analyze the business plans and financial
      projections prepared by the Debtor including the testing of
      assumptions and comparison of those assumptions to
      historical Dayton Superior and industry trends.

Mark Hootnik, managing director of Moelis, tells the Court that
the Debtor paid Moelis the first monthly fee of $150,000 and on
April 17, the Debtor paid Moelis a pro rate portion of the second
monthly fee of $20,000.

The Debtor proposes to pay Moelis:

   a) a cash fee of $150,000 per month;

   b) a cash fee of $3.5 million immediately upon the consummation
      of a restructuring transaction or a sale of the Debtor
      through merger, exchange, or sale of all or majority of the
      assets, business, or stock of the Debtor in a single or
      series of related transactions; and

   c. reimbursement of all reasonable expenses incurred by Moelis.

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

                 About Dayton Superior Corporation

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


DBSI INC: Files Joint Chapter 11 Plan of Liquidation
----------------------------------------------------
DBSI Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware a joint Chapter 11
plan of liquidation, which creates a liquidating trust on the
plan's effective date.

Under the plan, among other things, holders of unsecured claims
against the Debtors will receive a pro rata share.  However, the
Debtors' plan did not indicate the estimated recovery that holders
would receive.

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Liquidation is available for free at:

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

Headquartered in Meridian, Idaho, DBSI Inc. --
http://www.dbsi.com/-- operates a real estate company.  On
November 10, 2008, and other subsequent dates, DBSI and 167 of its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 08-12687).  Lawyers at Young Conaway Stargatt & Taylor
LLP represent the Debtors as counsel.  The Official Committee of
Unsecured Creditors tapped Greenberg Traurig, LLP, as its
bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts both between $100 million and $500 million.


DEAN FOODS: Moody's Changes Outlook on 'B1' Rating to Positive
--------------------------------------------------------------
Moody's changed the rating outlook on Dean Foods's long-term
ratings (CFR at B1) to positive and upgraded its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  The company's other ratings
were affirmed.

Moody's said that the outlook change and rating action follow the
company's issuance of nearly $400 million in common stock last
week, which will help fund upcoming cash needs and accelerate
improvement in credit metrics, and also follows an improving trend
in operating results as milk prices have moderated and corporate
cost cutting initiatives have begun to bear fruit.

Dean Foods B1 corporate family rating and positive outlook are
based on its i) national market share and scale in the US dairy
industry, with a favorable cost position, ii) relatively stable
earnings and cash flow, iii) improving leverage, liquidity and
cash flows, iv) potential for further cost efficiencies and
productivity improvements as management focuses on internal
integration and streamlining operations, and v) strong
distribution network with comprehensive refrigerated direct store
delivery system offset by limited geographic/customer
diversification, the potential for volatility in milk prices to
erode profitability, challenges in the organic milk business, and
weak albeit improving credit metrics including high leverage and
low margins.  Additionally, corporate governance constrains Dean's
rating level given the board's approval of aggressive shareholder
return policies in the past and Moody's concern around the heavy
presence of insider directors.  The company's recent common stock
issuance with net proceeds of $394 million intended mostly for
debt repayment marks a significant positive development after a
historical track record of acquisition activity, share repurchases
and comfort with relatively high leverage as demonstrated by the
$1.94 billion special dividend paid in the second quarter of 2007.
Liquidity was also enhanced through the stock issuance, improving
the company's covenant cushion over the next 12 months even
considering scheduled covenant step-downs, and reducing the
likelihood that the company will need to tap into its revolver.

The last rating action on Dean Foods was taken on December 18,
2007 when Moody's lowered the company's CFR to B1.

Headquartered in Dallas, Texas, Dean Foods had sales in the last
twelve months ending March 31, 2009 of approximately $12.1
billion.


DELPHI CORP: Appaloosa Asks Court to Dismiss Claims
---------------------------------------------------
Appaloosa Management L.P. and A-D Acquisition Holdings, LLC, ask
the U.S. Bankruptcy Court for the Southern District of New York to
grant them partial summary judgment, dismissing each of Delphi
Corp.'s claims against them.

Glenn M. Kurtz, Esq., at White & Case LLP, in New York, reminds
the Court that the Debtors have alleged that AMLP (i) orchestrated
an attempt to convince exit lenders to withdraw their financing
commitments to the Debtors, and (ii) somehow was responsible for
short-selling Delphi securities, supposedly designed to drive down
prices, again in order to frustrate Delphi's ability to raise
financing.  The Court has referred to those two allegations as
"jaw-dropping" conduct, he says.  He notes that the Court has
dismissed the Debtors' claims to invalidate the liability caps, to
pierce the corporate veil and for equitable subordination and
disallowance against every plan Investor, except AMLP and ADAH.

The Debtors, Mr. Kurtz argues, do not have and never had any
evidence of any conduct by AMLP and ADAH that interfered with the
Delphi exit financing.  In fact, Delphi Corp. Vice President and
Chief Executive Officer John D. Sheehan admitted that there was
nothing linking AMLP and ADAH to any of the jaw-dropping conduct
alleged in the Complaint.  Similarly, Delphi Corp. general counsel
David Sherbin, Esq., testified that the Debtors have no evidence
that AMLP was involved in any way with any short sale of the
Debtors' securities.  Indeed, those allegations have been deleted
from the Original Complaint.  "Accordingly, AMLP and ADAH should
be entitled to the same rulings made in favor of the other
Appaloosa Defendants," Mr. Kurtz contends.

AMLP and ADAH refute the Debtors' intention to invalidate the
liability caps in the Equity Purchase and Commitment Agreement and
the Commitment Letter.  While the Court suggested that ADAH and
AMLP might each be independently liable to the Debtors for up to
$250 million in damages, the EPCA specifies that the aggregate
liability of all of the Plan Investors under the EPCA for any
reason will not exceed $250 million, Mr. Kurtz clarifies.  He
further elaborates that since ADAH is merely an acquisition
vehicle, it has no independent ability to fund a closing or
satisfy any liabilities.  Moreover, AMLP itself has no obligation
to the Debtors under the Commitment Letter because AMLP's
obligation under the Commitment Letter runs only to ADAH.
"Simply put, ADAH has a maximum liability to the Debtors of
$250 million for willful breach, and AMLP has a maximum liability
to ADAH to fund ADAH's liability, if any," Mr. Kurtz stresses.

Moreover, Mr. Kurtz says, the lack of any evidence of any
identifiable extra-contractual misconduct by AMLP and ADAH
undermines the Debtors' equitable subordination claim.  The Court
previously recognized that where, a non-insider or non-fiduciary
is involved, a claimant's conduct must be "egregious and severely
unfair" to other creditors before its claims will be subordinated
under Section 510(c) of the Bankruptcy Code, Mr. Kurtz notes.
With respect to punitive damages, he relates that the EPCA
provides that under no circumstances will any Plan Investor be
liable to the Debtors for any punitive damages under the EPCA or
any equity commitment letter.  He cites New York law that provides
where sophisticated parties agree to waive the right to seek
punitive damages, that waiver must be enforced.  Punitive damages,
Mr. Kurtz continues, would not be available in any event because
the egregious misconduct required by New York courts is not
present in these adversary cases.  Thus, the Debtors' claim for
punitive damages against AMLP and ADAH should be dismissed as a
matter of law, he asserts.

Mr. Kurtz further argues that the Debtors' fraud claim is based on
a baseless allegation that AMLP's David Tepper "knowingly falsely
represented AMLP and ADAH's intention to perform the EPCA and that
Debtors reasonably relied upon those representations in entering
into agreement."  He contends that the fraud claim fails for these
reasons:

   (i) The facts adduced by the Debtors in discovery fail to
       support a claim for fraud as a matter of law; and

  (ii) The Debtors have the burden of proving fraud by clear and
       convincing evidence at trial, and must meet the standard
       in resisting AMLP and ADAH's Motion for Summary Judgment.

The Debtors, Mr. Kurtz emphasizes, have no evidence that any fraud
occurred and have even acknowledged that no one from AMLP and ADAH
ever represented that it would close the transaction irrespective
of whether the investment was underwater.  He tells the Court that
Mr. Tepper's statement in his declaration that AMLP agreed to
commit a minimum of $1.1 billion of its own capital in support of
the transaction does not suffice.  "That statement is not
fraudulent or even false.  Mr. Tepper's statement, taken in the
context of the entire declaration, cannot be interpreted as a
commitment to close under all circumstances and regardless of
economics, and the Debtors admit that they understood that fact."

Mr. Kurtz also points out the Debtors also cannot establish
reliance.  He believes the Debtors did not rely on any purported
understanding about AMLP and ADAH's intention to close as they
thought at all times, including prior to execution of the EPCA,
that AMLP and ADAH would not close if the securities were
underwater.  The Debtors fully documented the EPCA before Mr.
Tepper spoke in court, and never relied on any of his statements,
so the evidence is irrelevant to the claim, Mr. Kurtz maintains.

AMLP and ADAH also seek summary judgment on the Debtors' contract
claims, asserting that the Debtors failed to satisfy all of their
conditions precedent to the Plan Investor's liability.  Mr. Kurtz
notes that the Debtors failed to satisfy at least seven of their
conditions by the stipulated closing date.  As confirmed in the
testimonies of John Wm. Butler, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP and other key Delphi witnesses, the Debtors
were and are well aware of their requirement to comply with the
EPCA's conditions but still, they failed to satisfy these
conditions under the EPCA: (i) interest expense condition, (ii)
the exit financing condition, (iii) the prohibition on material
agreements with GM, (iv) the claims cap condition, and (v) the
capitalization conditions.  Accordingly, the Plan Investors'
obligations under the EPCA were excused and the Debtors' contract
claims fail, Mr. Kurtz maintains.

Mr. Kurtz further contends that summary judgment is unaffected by
the Debtors' new claims of estoppel or alleged best efforts
violations.  He notes that after the close of discovery, the
Debtors now posit that the EPCA can be interpreted, under certain
circumstances, as prohibiting the Plan Investors from claiming
non-compliance with closing conditions that were clearly not met.
The Debtors are wrong as a matter of law, because they cannot vary
the terms of the EPCA without a writing signed by the Plan
Investors, Mr. Kurtz argues.  Moreover, the Plan Investors'
rights and obligations under the EPCA cannot be changed based on
delay by any party, he maintains.  Mr. Kurtz adds that the EPCA
makes the Plan Investors' right to insist on the Debtors'
compliance with the conditions subject only to waivers by ADAH
under the EPCA.  The Debtors did not partially perform or
detrimentally rely on any modification, rather, they failed to
comply with the conditions because they could not do so, he says.
"At every turn, management and counsel tried to sneak provisions
into the Court and SEC filings to trick the Plan Investors into
unknowing waivers," he asserts.

Pursuant to Bankruptcy Rule 7056-1, J. Christopher Shore, Esq., at
White & Case LLP, in New York, submitted to the Court a statement
of undisputed material facts asserting that it is clear from the
record that:

   (a) The Debtors failed to comply with their exit financing
       Obligations;

   (b) The Debtors failed to satisfy the EPCA's capitalization
       Requirements;

   (c) The Debtors impermissibly entered into agreements with GM
       and General Motors Product Services Inc.;

   (d) The Debtors failed to satisfy the interest cap condition;
       and

   (e) The Debtors failed to resolve trade and unsecured claims.

Douglas P. Baumstein, Esq., of White & Case LLP, filed with the
Court a declaration containing attachments of copies of the
Debtors' Original Complaint, a First Amended Disclosure Statement,
the EPCA, as well excerpts from the deposition transcripts of
Messrs. Sheehan and Sherbin, and other documents relevant to and
in furtherance of AMLP and ADAH's Partial Summary Judgment Motion.

Judge Robert Drain will consider AMLP and ADAH's Partial Summary
Judgment Motion on June 5, 2009.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 166; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Computer Science Seeks Payment of $28,823,485 Claim
----------------------------------------------------------------
Computer Sciences Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York to allow it an administrative
expense priority claim against Delphi Corp. for postpetition
obligations under Section 503(b)(1)(A) of the Bankruptcy Code.

Computer Sciences and the Debtors are parties to a Master Services
Agreement, whereby Computer Sciences provides technology services
to the Debtors, including worldwide telecommunication and network
support services and application development and maintenance
services.  Computer Sciences argues that the Debtors have
defaulted on the obligations under the Agreement by, among other
things, failing to pay substantial amounts when due, including
charges that are defined by the Agreement as "undisputed."

Computer Sciences specifically asserts that the Debtors' refusal
to comply with the Agreement has resulted in arrearages of (i)
$15,665,101 in undisputed, past due charges under the Agreement,
and (ii) $13,158,384 in disputed charges under the Agreement,
totaling $28,823,485 due and owing to Computer Sciences.

While Computer Sciences believes other significant amounts are
owed pursuant to other unresolved disputes, it does not seek
payment of those amounts at this time.  Computer Sciences
maintains that the Agreement requires the Debtors to deposit, by
May 12, 2009, about $1,247,210 into escrow to which it has the
right to demand an additional deposit of $6,158,579 into escrow.

Computer Sciences also cites that it has contractual obligations
to provide Termination Assistance Services pursuant to the
Agreement, and that it intends to abide by those obligations
provided that the Debtors fully comply with their duties and
obligations under the Agreement.  The Agreement requires mandatory
payment in advance of the month for which Termination Assistance
Services are asked.  Computer Sciences asserts that the Debtors
must immediately remit payment of the Termination Assistance
Services for the month of May 2009.  Computer Sciences estimates
the costs of the monthly Termination Assistance Services, based on
current volumes, to aggregate $8 million per month.

Against this backdrop, Computer Sciences tells the Court that on
May 5, 2009, it delivered a notice of termination of the Agreement
effective May 5, 2009 to the Debtors.  Notwithstanding the
delivery of the Termination Notice and lack of payment, Computer
Sciences notes that it is not, at this time, seeking to abandon
its duties under the Agreement.  However, in light of the very
substantial amounts at stake, Computer Sciences argues that it
should not be expected to continue providing services under the
Agreement under current conditions and without compensation.
Computer Sciences asserts that the Debtors must fulfill their
postpetition obligations under the Agreement and applicable law
going forward, or procure alternative services.

Specifically, Computer Sciences asks the Court to direct the
Debtors to:

   (i) promptly and timely pay to the Undisputed Charges and
       Disputed Charges;

  (ii) fulfill their escrow obligations with respect to
       outstanding Disputed Charges pending their resolution; and

(iii) in the event the Debtors seek Termination Assistance
       Services, prepay Computer Sciences for all services in the
       United States prior to the first day of each month in
       which the services asked are to be performed, as an
       express precondition of any obligation by Computer
       Sciences to provide services and to authorize Computer
       Sciences to terminate the provision of all services by the
       15th day of the month if prepayment is not timely
       received.

Computer Sciences also seeks the Court's authority to file under
seal certain exhibits in support of its Administrative Claim
Motion.  Computer Sciences asserts that the exhibits contain
competitively sensitive, proprietary and confidential business
information that if publicly disclosed would adversely affect the
Debtors' and its business interests.


DELPHI CORP: Exit Woes May Cue Additional Losses at GM
------------------------------------------------------
General Motors Corp. said in a regulatory filing with the
Securities and Exchange Commission that, due to the uncertainties
surrounding Delphi Corp.'s ability to emerge from bankruptcy it is
reasonably possible that additional losses, which may be material
to GM's financial condition and results of operations, could arise
in the future.

GM, however, said it is currently unable to estimate the amount or
range of those losses, if any.

GM has recorded $274 million in charges with respect to its
agreements with Delphi for the three months ended March 31, 2009,
lower compared to $776 million in charges for the same period in
2008.  GM said cumulative to date, it has recorded $13.2 billion
in Delphi-related charges.

Delphi's debtor-in-possession financing was scheduled to mature on
December 31, 2008 and Delphi has been operating under a
forbearance agreement with its DIP Financing lenders since
December 12, 2008, which contains various milestone requirements
that, if not satisfied, trigger termination of the forbearance.
Delphi was unable to satisfy some of these milestones, resulting
in further amendments to the Accommodation Agreement in each of
January, February, March and April 2009.  On May 7, 2009, the U.S.
Bankruptcy Court approved another amendment to the Accommodation
Agreement, subject to certain conditions to effectiveness, which
provides that the Delphi DIP Accommodation Agreement is scheduled
to terminate on June 2, 2009 unless a term sheet between Delphi,
GM and the United States Treasury is agreed upon on or before
May 21, 2009 and deemed satisfactory to the Delphi DIP lenders on
or before June 1, 2009.

In 1999, GM spun-off Delphi Automotive Systems Corporation, which
became Delphi.  Delphi is GM's largest supplier of automotive
systems, components and parts, and GM is Delphi's largest
customer.  From 2005 to 2008, GM's annual purchases from Delphi
have ranged from approximately $6.5 billion to approximately
$10.2 billion.

Delphi and GM have entered into various settlement agreements.
The more significant items contained in the parties' Settlement
Agreements, as amended, included GM's commitment to:

   * Reimburse Delphi for its costs to provide OPEB to certain of
     Delphi's hourly retirees from December 31, 2006, through the
     date that Delphi ceases to provide such benefits and will
     assume responsibility for OPEB going forward;

   * Reimburse Delphi for the normal cost of credited service in
     Delphi's pension plan between January 1, 2007, and the date
     its pension plans are frozen;

   * First Hourly Pension Transfer -- Transfer, under IRS Code
     Section 414(l), net liabilities of $2.1 billion from the
     Delphi hourly rate employee pension plan (Delphi HRP) to GM's
     U.S. hourly pension plan on September 29, 2008;

   * Second Hourly Pension Transfer -- Transfer the remaining
     Delphi HRP net liabilities, which are estimated to be
     $3.2 billion to $3.5 billion at March 31, 2009, upon Delphi's
     substantial consummation of its Plan that provides for the
     consideration to be received by GM and is consistent with
     other terms of the Amended Delphi-GM Settlement Agreements.
     Actual amounts of the Second Hourly Pension Transfer will
     depend on, among other factors, the valuation of the pension
     liability at the transfer date, the proportion of the
     obligation assumed by the PBGC and performance of pension
     plan assets;

   * Reimburse Delphi for all retirement incentives and half of
     the buyout payments made pursuant to the various attrition
     program provisions and to reimburse certain U.S. hourly
     buydown payments made to certain hourly employees of Delphi;

   * Award certain future product programs to Delphi, provide
     Delphi with ongoing preferential sourcing for other product
     programs, eliminate certain previously agreed upon price
     reductions, and restrict GM's ability to re-source certain
     production to alternative suppliers;

   * Labor Cost Subsidy -- Reimburse certain U.S. hourly labor
     costs incurred to produce systems, components and parts for
     GM from October 1, 2006, through September 14, 2015, at
     certain U.S. facilities owned or to be divested by Delphi;

   * Production Cash Burn Support -- Reimburse Delphi's cash flow
     deficiency attributable to production at certain U.S.
     facilities that continue to produce systems, components and
     parts for GM until the facilities are either closed or sold
     by Delphi;

   * Facilitation Support -- Pay Delphi $110 million in both 2009
     and 2010 in quarterly installments in connection with certain
     U.S. facilities owned by Delphi;

   * Temporarily accelerate payment terms for Delphi's North
     American sales to GM upon substantial consummation of its
     Plan, until 2012;

   * Reimburse Delphi, beginning January 1, 2009, for actual cash
     payments related to workers compensation, disability,
     supplemental employment benefits and severance obligations
     for all current and former UAW-represented hourly active and
     inactive employees; and

   * Guarantee a minimum recovery of the net working capital that
     Delphi has invested in certain businesses held for sale.

Additionally, the Amended GSA provides that GM will receive:

   * An administrative claim regarding the First Hourly Pension
     Transfer of $1.6 billion, of which GM will share equally with
     the general unsecured creditors up to only the first
     $600 million in recoveries in the event Delphi does not
     emerge from bankruptcy;

   * An administrative claim for $2.1 billion for the total Delphi
     HRP transfer (inclusive of the administrative claim for the
     First Hourly Pension Transfer) to be paid in preferred stock
     upon substantial consummation of Delphi's Plan in which
     Delphi emerges with: (1) its principal core businesses; (2)
     exit financing that does not exceed $3.0 billion (plus a
     revolving credit facility); and (3) equity securities that
     are not senior to or pari passu with the preferred stock
     issued to GM; and

   * A general unsecured claim in the amount of $2.5 billion that
     is subordinated until general unsecured creditors receive
     recoveries equal to 20% of their general unsecured claims
     after which GM will receive 20% of its general unsecured
     claim in preferred stock, with any further recovery shared
     ratably between GM and general unsecured creditors.

The ultimate value of any consideration that GM may receive is
contingent on the fair value of Delphi's assets in the event
Delphi fails to emerge from bankruptcy or upon the fair market
value of Delphi's securities if Delphi emerges from bankruptcy.

                        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, Issue No. 166; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                    About General Motors Corp.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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.


DELPHI CORP: Retiree Groups Dismiss Appeal on OPEB Termination
---------------------------------------------------------------
The Delphi Salaried Retirees Association and other non-union
salaried retirees of Delphi Corp. and its affiliates and the
Official Committee of Eligible Salaried Retirees have reached an
agreement with the Debtors, in an effort to settle disputes at
issue in (i) the DSRA's appeal to the Provisional Salaried OPEB
Order before the U.S. District Court for the Southern District of
New York, and (ii) the Retiree Committee's appeal to the Final
Salaried OPEB Order before the District Court.

As reported by the Troubled Company Reporter, Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York on March 11, 2009, gave final authority to Delphi to
terminate salaried other post-employment benefits for non-union
retirees, amidst strong opposition from a group of Delphi salaried
retirees.

The Court held that Delphi has made a substantial showing that
none of the Salaried OPEB have vested with regard to any Eligible
Salaried Retiree or group.  The Committee of Eligible Salaried
Retirees has not presented any competent evidence, consistent with
a bench ruling the Court issued March 10, 2009, and applicable
law, to establish otherwise, Judge Drain opined.  Accordingly,
Judge Drain ruled, Delphi's Salaried OPEB was not vested and
Delphi has reserved the right to modify or terminate those
benefits.

Delphi will continue to provide benefits for claims incurred by
each Salaried Retiree through the termination date of the
retiree's participation in the applicable welfare program,
provided that the retiree (i) has timely paid all requisite
contributions for the applicable welfare program, and (ii) will
not be required to file proofs of claim with the Court.

Delphi was also authorized and directed to make provisions for,
and contingent upon occurrence of a triggering event under Section
1341 or 1342 of the Labor Code implement, a Voluntary Employee's
Beneficiary Association under Section 501(c)(9) of the Internal
Revenue Code for the purpose of qualifying covered employees who
have retired or will retire for the tax credit available under
Section 35(e)(1)(K) of the Internal Revenue Code; provided that
the Debtors:

  -- will have no obligation to fund or contribute to any VEBA
     in any respect and the funding or contributions will come
     solely from participants in the VEBA; and

  -- the Debtors will be required to maintain the VEBA only
     through the later of the month ending prior to January 1,
     2011 or later date as may be established under Section
     35(e)(1)(K).  The Debtors will maintain flexibility to
     implement changes to the VEBA.

The Debtors were also authorized and directed to mail a follow-up
notice to all Eligible Salaried Retirees who do not elect
continuation of coverage prior to March 28, 2009, explaining the
consequences of the election and offering a second and final
chance for the individuals, until April 15, 2009, to elect for
continuation of coverage, in which case the coverage will be
reinstated retroactively to April 1, 2009 upon payment of the
applicable full cost by the individual retiree.

The two employee groups took an appeal to the District Court from
Judge Drain's order.  The U.S. Bankruptcy Court approved a
settlement among the Debtors, the DSRA and the Retiree Committee
on April 3, 2009.  Pursuant to parties' Stipulation and the order
continuing related appeals pending payment of certain sums
pursuant to the Bankruptcy Court's Settlement Order entered by the
District Court on April 6, 2009, the Appeals were continued
pending the Debtors' payment of certain amounts due at the
beginning of May 2009.

In this regard, the Debtors, the DSRA and the Retiree Committee
agreed on May 4, 2009, to dismiss the Appeals.

District Court Judge Deborah A. Batts approved the parties' recent
stipulation.

                        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, Issue No. 166; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Tokico Balks at Bid to Assume Purchase Order
---------------------------------------------------------
Tokico (USA) Inc. opposes Delphi Corp.'s assumption and assignment
of Purchase Order No. 55069884 to Beijingwest Heavy Industries
Co., Ltd.  Tokico asserts that the Purchase Order is not an
executory contract because it expired by its own terms December
31, 2008.  Against this backdrop, the Purchase Order is not
capable of being assumed and assigned by the Debtors pursuant to
Section 365 of the Bankruptcy Code, Tokico stresses.

Accordingly, Tokico asks the U.S. Bankruptcy Court for the
Southern District of New York to deny the Debtors' request to
assume and assign the Purchase Order to Beijingwest.

As reported by the Troubled Company Reporter on May 8, 2009, Judge
Robert D. Drain approved bidding procedures to govern the sale of
Delphi Corp.'s Brakes and Ride Dynamics Businesses to Beijingwest
Industries Co., Ltd., for $90 million, free and clear of liens,
and subject to higher bids.

These deadlines will apply:

        May 11, 2009      Deadline or all bids to the Brakes
                          Business to be received by the Debtors.

        May 14, 2009      Deadline for parties to file objections
                          to the Sale.

        May 15, 2009      Auction Date, to be conducted if at
                          least one Qualified Bid is received.

        May 21, 2009      Date for the Debtors to seek approval
                          of the Brakes Business Sale to
                          Beijingwest or the Successful Bidder.

On behalf of the Debtors, John Wm. Butler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, filed with the
Court a list of 21 contracts the Selling Debtors will seek
authority to assume and assign to Beijingwest or the Successful
Bidder at the Sale Hearing on May 21, 2009.  A full copy of the
Contract List and the corresponding cure amounts is available for
free at http://bankrupt.com/misc/Delphi_BrakesBizContracts.pdf

Non-Debtor counterparties to U.S. Contracts to be assumed in
connection with the proposed sale will be entitled to recover
only the Cure Amounts and will be barred from asserting at the
Sale Hearing any other cure amount.  Counterparties to a U.S.
Contract to be assumed have the right to object only to the
adequate assurance of future performance by the Buyers.

                        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, Issue No. 166; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIAL-A-MATTRESS: Bid Deadline Moved to May 21; Auction on May 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
amended on April 28, 2008, certain dates set forth in the sale
procedures order dated March 31, 2009, pertaining to the sale of
substantially all of the assets of Dial-a-Mattress Operating
Corp., et al.

The deadline to object to the sale has been moved from May 13,
2009, at 4:00 p.m. to May 18, 2009, at 12:00 p.m.

The deadline for submission of competing bids has been moved from
May 16, 2009, at 12:00 p.m. to May 21, 2009, at 12:00 p.m.

The date of the auction sale, if one is necessary, has been moved
from May 18, 2009, at 9:00 a.m., to May 26, 2009, at 9:00 a.m.

The sale hearing is adjourned from May 19, 2009, at 10:00 a.m. to
May 28, 2009, at 10:00 a.m.

As reported in the Troubled Company Reporter on April 22, 2009,
Dial-a-Mattress Operating Corp. and affiliate 1-800-Mattress Corp.
agreed to sell their key assets to competitor Sleepy's LLC for
$2.1 million, subject to higher and better offers at an auction.
Rival bids are due May 16, two days before the auction.  The
Debtors will seek approval of the sale to the highest bidder at a
hearing on May 19.

                      About Dial-A-Mattress

Founded in 1976, 1800mattress.com -- http://www.1800mattress.com/
-- is the leading national multi-channel (internet, chat, call
center and showrooms) retailer of mattresses, box springs and
bedding products.  It features products by all major brands,
including custom sizes, sofa beds, Murphy beds, futons, and
adjustable and organic beds.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. et al. (Bankr. E.D. N.Y. Case No. 09- 41966).  1-800-
Mattress Corp. and Dial-A-Mattress countered by filing voluntary
chapter 11 petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DREIER LLP: Marc Dreier Pleads Guilty to Money Laundering
---------------------------------------------------------
Chad Bray at The Wall Street Journal reports that Marc Dreier has
plead guilty to fraud and other charges in an alleged scheme to
sell $700 million in fictitious promissory notes and misuse client
funds.

According to WSJ, Mr. Dreier pleaded guilty to:

     -- conspiracy,
     -- securities fraud,
     -- money laundering, and
     -- five counts of wire fraud.

Bloomberg previously reported that Marc Dreier will plead guilty
to all charges against him at the May 11 hearing. There is no plea
agreement, Bloomberg said.

WSJ relates that Mr. Dreier admitted, "From in or about 2004 to in
or about 2008, I engaged in a scheme to sell fictitious promissory
notes."  The report says that Mr. Dreier faces up to 20 years on
each count of the most serious charges of securities fraud, wire
fraud and money laundering.  According to the report, prosecutors
have indicated that Mr. Dreier should face a life sentence under
federal sentencing guidelines.  The court will sentence Mr. Dreier
on July 13, the report states.

Mr. Dreier sold $700 million in fake promissory notes to at least
13 different funds and at least four different people and
misappropriated client funds from his law firm, WSJ says, citing
prosecutors.  The government claimed that loss to investors and
clients when the fraud was discovered in December 2008 went beyond
$400 million, WSJ states.  WSJ reports that the scheme allegedly
ran from 2004 to 2008.

According to WSJ, the government claimed that Mr. Dreier used
money obtained from the scheme to support a lavish lifestyle,
including purchasing numerous homes, a yacht, luxury vehicles,
expensive art work, and funding the operations of his law firm.
WSJ relates that prosecutors are seeking that Mr. Dreier forfeit
$700 million, including many of those assets.

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr. S.D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


EDISON FUNDING: S&P Gives Stable Outlook; Keeps 'BB+/B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Edison Funding Co. to stable from negative.  S&P also
affirmed its ratings on Edison, including the 'BB+/B' counterparty
credit rating.  Edison Funding is a wholly owned, unregulated
subsidiary of Edison Capital, a subsidiary of Edison Mission Group
Inc., which is in turn a wholly owned subsidiary of Edison
International (EIX; BBB-/Stable/--).

This rating action follows the announcement that EIX and the
Internal Revenue Service (IRS) have formally concluded a global
settlement that will resolve federal tax disputes related to
cross-border, leveraged leases formerly held by Edison Funding.
"Although the agreement with the IRS will significantly weaken
Edison Funding's stand-alone credit profile, S&P believes that EIX
has the financial capacity and incentive to meet Edison Funding's
obligations if additional support is needed," said Standard &
Poor's credit analyst Rian M. Pressman, CFA.  Management has also
indicated its intent to provide additional liquidity if necessary,
despite the lack of a formal support agreement.  From a
consolidated perspective, S&P expects the resolution of the
settlement to be net cash positive for EIX.

Management estimates that the termination of cross-border leases
and consummation of the global settlement will result in an after-
tax earnings charge at Edison Capital of approximately
$550 million to $600 million in second-quarter 2009.  (Edison
Funding will bear substantially all of these losses.)  S&P expects
actual cash outflows to occur gradually, with tax payments owed to
the IRS being funded by the proceeds received from the lease
terminations, prior tax deposits, and other cash.  Edison Funding
may also be required to pay outstanding obligations related to
medium-term notes ($100 million at March 31, 2009) and guarantees
in certain affordable housing projects ($20 million).  Maintenance
of the current rating is contingent upon implied support from EIX.

The stable outlook reflects S&P's expectation that EIX will
support Edison Funding's obligations as needed.  S&P might lower
the rating by one or more notches if S&P determine that such
support could no longer be expected or if EIX's ability to provide
such support is reduced.


ENERGY PARTNERS: Court Limits Securities Trading to Protect NOLs
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Houston Division entered an interim order on May 8, 2009,
granting a request by Energy Partners, Ltd., and certain of its
domestic subsidiaries to restrict certain equity trading in order
to assist the Debtors in preserving their net operating losses and
other tax attributes.

Pursuant to the Court order, any purchase, sale, trade or other
transfer of equity securities in Debtor Energy Partners, Ltd.,
that is subject to the notification procedures, but which violates
them, will be null and void and will confer no rights on the
transferee.  Any prohibited transaction may also face sanctions by
the Bankruptcy Court.

A hearing on the Debtors' request for a final order approving the
Notification Procedures will be held June 10, 2009 at 10:30 a.m.,
Central Standard Time, before the Honorable Jeff Bohm at 515 Rusk
Street, Courtroom 600, Houston, Texas.  Objections to entry of the
Final Order must be filed with the Court and be served so as to be
actually received by 4:00 p.m., Central Standard Time, on June 5,
2009, by:

   (a) The office of the United States Trustee
       for the Southern District of Texas,

   (b) the Debtors, at 201 St. Charles Avenue, Suite 3400, New
       Orleans, Louisiana 70170 (Attn: T.J. Thom) and

   (c) counsel to EPL, Vinson & Elkins LLP, at 2001 Ross Avenue,
       Suite 3700, Dallas, Texas 75201 (Attn: Paul E. Heath).

Pursuant to the Order, these procedures apply to holding and
trading in equity securities of EPL:

   -- Procedure for Trading in Equity Securities

      (A) a "Substantial Equityholder" is any person or entity
          that beneficially owns at least 1,448,881 shares
          (representing approximately 4.5% of the 32,197,360
          issued and outstanding shares) of the common stock of
          EPL;

      (B) "beneficial ownership" of equity securities will be
          determined in accordance with applicable rules under
          section 382 of the IRC and regulations promulgated
          thereunder and, to the extent provided therein, will
          include direct and indirect ownership (e.g., a holding
          company would be considered to beneficially own all
          shares owned or acquired by its subsidiaries), ownership
          by such holder's family members and persons acting in
          concert with such holder to make a coordinated
          acquisition of stock and ownership of shares that such
          holder has an option to acquire; and

      (C) an "option" to acquire stock includes any contingent
          purchase, warrant, convertible debt, put, stock subject
          to risk of forfeiture, contract to acquire stock or
          similar interest, regardless of whether it is contingent
          or otherwise not currently exercisable.


   -- Notice of Substantial Equityholder Status

      Any person or entity who currently is or becomes a
      Substantial Equityholder will (a) file with the Court, and
      (b) serve upon:

          (i) the Debtors at Energy Partners, Ltd.
                             201 St. Charles, Suite 3400
                             New Orleans, LA 70170
                             Attn: T.J. Thom; and

         (ii) bankruptcy counsel to the Debtors at:

                             Vinson & Elkins LLP
                             2001 Ross Avenue, Suite 3700
                             Dallas, Texas 75201
                             Attn: Paul E. Heath, Esq.,

      a notice of such status on or before the later of:

      (A) 20 days after entry of the Interim Order, for
          Substantial Equityholders as of entry of the Interim
          Order;

      (B) 20 days after entry of the Final Order, for persons or
          entities who become Substantial Equityholders after
          entry of the Interim Order but before 11 days after
          entry of the Final Order; or

      (C) 10 days after becoming a Substantial Equityholder.

   -- Stock Accumulation Notice

      Prior to any transfer of equity securities (including
      options to acquire stock) that would result in an increase
      in the amount of common stock of EPL beneficially owned by a
      Substantial Equityholder or would result in a person or
      entity becoming a Substantial Equityholder, such Substantial
      Equityholder or potential Substantial Equityholder shall
      file with the Court, and serve on the Debtors and counsel to
      the Debtors, advance written notice of the intended transfer
      of equity securities.

   -- Stock Disposition Notice

      Prior to any transfer of equity securities (including
      options to acquire stock) that would result in a decrease
      in the amount of common stock of EPL beneficially owned by a
      Substantial Equityholder or would result in a person or
      entity ceasing to be a Substantial Equityholder, such
      Substantial Equityholder will file with the Court, and serve
      on the Debtors and counsel to the Debtors, advance written
      notice of the intended transfer of equity securities.

   -- Objection Procedures

      The Debtors will have 30 days after receipt of a Stock
      Accumulation Notice or a Stock Disposition Notice to file
      with the Court and serve on the party filing the Transfer
      Notice an objection to the proposed transfer on the grounds
      that such transfer may adversely affect the Debtors' ability
      to utilize their NOLs or other tax attributes. If the
      Debtors file an objection, the proposed transaction will not
      be effective unless and until approved by a final and
      non-appealable Court order.  If the Debtors do not object
      within such 30-day period, the transaction may proceed
      solely as set forth in the Transfer Notice.  Further
      transactions within the scope of this paragraph must comply
      with the same noticing and 30-day objection procedures.

The requirements set forth in this Notice are in addition to the
requirements of Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure and applicable securities, corporate and other laws, and
do not excuse compliance therewith.

                       About Energy Partners

Based in New Orleans, Louisiana, Energy Partners, Ltd. (Pink
Sheets: ERPLQ.PK) is an independent oil and natural gas
exploration and production company.  The Company had interests in
24 producing fields, six fields under development and one property
on which drilling operations were then being conducted, all of
which are located in the Gulf of Mexico Region.

The Company and five affiliates filed for bankruptcy on May 1,
2009 (Bankr. S.D. Tex. Case No. 09-32957).  Paul E. Heath, Esq.,
at Vinson & Elkins LLP, in Dallas, serves as bankruptcy counsel.
EPL also has retained Parkman Whaling LLC as financial advisor.
As of December 31, 2008, the Debtors had total assets of
$770,445,000 and total debts of $708,370,000.


ENOS LANE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Turnto23.com reports that Enos Lane Farm Properties, LLC, dba Kern
River Raceway, said hat it has filed for Chapter 11 bankruptcy
protection.

Courtenay Edelhart at The Californian relates that Enos Lane filed
for bankruptcy to prevent a foreclosure auction on May 11.  The
report says that lenders were preparing to sell the partially
built race track, Kern River Raceway, which broke ground in
February 2007, at auction to pay off a $4.5 million loan.  The
report states that a group of private investors had made the loan
about a year ago.

Court documents say that Enos Lane listed $10,000,001 to
$50 million in assets and $10,000,001 to $50 million in
liabilities.  According to court documents, Enos Lane owed
an estimated 50 to 99 creditors, who are mostly contractors and
subcontractors who worked on Kern River Raceway.  The Californian
relates that Enos Lane's largest unsecured creditor is from M.S.
Walker & Associates, which is owed more than $2.7 million.

According to The Californian, the construction of the $30 million
half-mile paved racetrack stopped more than a year ago due to
increasing debt.

The Californian states that Enos Lane is now seeking a buyer or
bridge loan to help it emerge from Chapter 11 bankruptcy
protection.

The Californian quoted Tim Elrod, chief financial officer of
Destefani Farms, the track's primary developer, as saying, "(The
bankruptcy) allows us some time to come up with a reorganization
plan and resolve outstanding issues with all of our creditors, not
just a few of them."

Mr. Elrod, according to The Californian, said that talks are
underway with a potential buyer who failed to complete due
diligence in time to prevent the bankruptcy.  The Californian
notes that Enos Lane is hoping a private investor will step up
with a bridge loan if the deal with the potential buyer falls
through.  Citing Mr. Elrod, the report states that a bank loan
isn't likely due to the credit crunch.

Enos Lane Farm Properties, LLC, dba Kern River Raceway, is a
partially completed auto racetrack located at Enos Lane and I5.
When completed, the racetrack is said to be used at least 30 times
per year, and spectator capacity is expected to exceed 5,000
people.


ENOS LANE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Enos Lane Farm Properties, LLC
        P.O. Box 20968
        Bakersfield, CA 93390
        dba Kern River Raceway

Bankruptcy Case No.: 09-14229

Chapter 11 Petition Date: May 8, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Riley C. Walter, Esq.
                  7110 N. Fresno St., #400
                  Fresno, CA 93720
                  Tel: (559) 435-9800

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
MS Walker & Associates Inc.                        $2,735,872
3551 Pegasus Way
Bakersfield, CA 93308

American Engineering & Asphalt                       $584,280
4175 Cincinnati Ave.
Rocklin, CA 95765

Golden Construction & Excavation                     $377,449
PO Box 8138
Bakersfield, CA 93380

Southern Bleacher Construction                       $363,941

HPS Mechanical Inc.                                  $248,085

Musco Lighting                                       $186,261

Park West Cos.                                       $106,665

Columbian TecTank                                     $99,119

Kern Bros. Trucking Inc.                              $60,726

Johasee Rebar Inc.                                    $56,960

ConCast Co. Inc.                                      $44,605

Temp Rents                                            $43,524

Ken Masonry Structures                                $39,220

RLH Fire Protection                                   $38,712

Kleinfelder Inc.                                      $31,000

Braaten Electric                                      $19,147

American Stair Corp.                                  $18,152

Geocon Inland Empire Inc.                             $16,555

J. Noble Binns Plumbing                                $4,106

The petition was signed by Alan Destefani, manager of the Company.


EVERYTHING BUT WATER: Sale to Lender Okayed; Committee Appeals
--------------------------------------------------------------
The official committee of unsecured creditors takes an appeal from
the U.S. Bankruptcy Court for the District of Delaware's order
approving the sale of substantially all assets of Everything But
Water, LLC, et al., to Orlando Bathing Suit, LLC.

According to the asset purchase agreement signed by the parties,
Orlando Bathing will pay for the assets in the form of a (i) a
$12,500,000 credit bid of debt owed to D.B. Zwirn Special
Opportunities Fund LP, agent for prepetition and DIP Lenders, and
(ii) assumption of certain liabilities including amounts owed to
counterparties assigned contracts.  A copy of the APA is available
for free at http://bankrupt.com/misc/Everything_Sale_Pact.pdf

Everything But Water received no qualified bids to compete with
the offer by the secured lender D.B. Zwirn to buy the swimwear
retailing business in exchange for debt.  Accordingly an April 28
auction was cancelled, and the Debtor went to the Bankruptcy Court
on April 30 to seek approval of the sale to D.B. Zwirn.  According
to Bloomberg's Bill Rochelle, the Committee sought to rescheduled
the auction for July 6 so there will be sufficient time to market
the assets.  The Court, however, denied the Committee's proposal.
The Debtor insisted on a quick sale, noting that its $11 million
DIP financing was set to mature May 4.

With the completion of the sale of all of their assets to Orlando
Bathing Suit, LLC, on May 4, the Debtor has proposed a change of
its name to WBE, LLC, and the caption of its Chapter 11 case to
bear that name.

The Creditors Committee is represented by:

    Andrew I. Silfen, Esq.
    Heike M. Vogel, Esq.
    Ronni Arnold, Esq.
    Arent Fox LLP
    1675 Broadway
    New York, NY 10019
    (212) 484-3900

    -and-

    David B. Stratton, Esq.
    Leigh-Anne M. Raport, Esq.
    Pepper Hamilton LLP
    Hercules Plaza, Suite 5100
    1313 Market Street
    P.O. Box 1709
    Wilmington, DE 19899-1709
    (302) 777-6566

                    About Everything But Water

Based in Orlando, Florida, Everything But Water, LLC --
http://www.everythingbutwater.com/-- owns and operates a chain of
women's swim and resort-wear stores in the United States. The
Company was acquired in April 2006 by a subsidiary of Bear Stearns
Cos., which has since been taken over by JPMorgan Chase & Co.

Everything But Water and its affiliate, Just Add Water, Inc.,
filed for Chapter 11 bankruptcy protection on February 25, 2009
(Bankr. D. Del. Case Nos. 09-10649 and 09-10650).  Judge Mary F.
Walrath presides over the case.  Neil Raymond Lapinski, Esq., and
Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf, in
Wilmington, serve as bankruptcy counsel.  Donlin Recano serves as
claims agent.  When it filed for bankruptcy, Everything But Water
disclosed $50,001 to $100,000 in assets and $1,000,001 to
$10,000,000 in debts.


FIRST METALS: Obtains MCTO Due to Late Filing of Financial Report
-----------------------------------------------------------------
First Metals Inc. provided a Notice of Default further to National
Policy 12-203 advising that it was not able to file its annual
financial statements for the year ending December 31, 2008 on or
before the prescribed deadline of March 31, 2009.  In accordance
with NP 12-203, the Corporation has submitted an application for a
Management Cease Trade Order in respect of the late filing, which
has been accepted by the Ontario Securities Commission.

First Metals' failure to file its audited financial statements
within the prescribed period of time was due to ongoing
restructuring proceedings commenced by the Corporation under the
Bankruptcy and Insolvency Act.  A meeting of First Metals'
creditors was held May 6, 2009, at which time the Corporation's
proposal was accepted by its creditors.  The Corporation expects
that a motion to the court to approve the proposal will be heard
on or about June 11, 2009.  The Corporation expects that its audit
financial statements for the fiscal year ended December 31, 2008,
will be filed on or before the date of the court approval motion.

The Corporation confirms that it intends to satisfy the
requirements to file the appropriate Default Status Reports as
prescribed by NP 12-203 so long as it remains in default of its
requirements to file its financial statements within the
prescribed period of time.

First Metals also confirms that there is no other material
information concerning the affairs of First Metals that has not
been generally disclosed to date.  First Metals has approximately
42.8 million shares issued and outstanding.

As reported by the Troubled Company Reporter on April 20, 2009,
First Metals filed with the Official Receiver a proposal to its
creditors pursuant to Part III of the Bankruptcy and Insolvency
Act.  The proposal has been made to facilitate First Metals'
ability to implement a restructuring plan.

Based in Toronto, Ontario, First Metals Inc. (CA:FMA) --
http://www.firstmetalsinc.com-- produces Copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit , located approximately 1.2 km from the
Fabie Mine The Company has approximately 42.8 million shares
issued and outstanding.


FOCUS ENHANCEMENTS: Exits Chapter 11 as Private Company
-------------------------------------------------------
Focus Enhancements, Inc., said its Second Amended Plan of
Reorganization became effective, May 11, 2009, allowing the
company to emerge from Chapter 11 bankruptcy protection.

Brett Moyer, President and CEO of Focus Enhancements, Inc.,
stated, "Emerging from Chapter 11, Focus Enhancements is in a much
stronger financial position to manage its worldwide operations,
drive technical innovation and ship its industry leading solutions
worldwide."

In connection with the Plan of Reorganization, $2.5 million of
Debtor in Possession financing will be converted to equity and,
Carl E. Berg and Ingalls & Snyder LLC as agent for a group of
investors will own 100 percent of Focus Enhancements Inc.
outstanding stock.

In accordance with the Plan of Reorganization, all equity
interests in Focus Enhancements Inc. including holders of common
stock, preferred stock, stock options and warrants, outstanding
immediately prior to effective date (May 11, 2009), are deemed
cancelled, terminated, rejected and of no further force and effect
and no longer constitute an equity interest in Focus Enhancements
Inc. without the need for either Focus Enhancements Inc. or the
equity interest holders to take any further action.

With fewer than 300 stockholders, Focus Enhancements Inc. plans to
immediately seek to remove itself from the reporting requirements
under the Securities and Exchange Act and operate as a private
company.

                     About Focus Enhancements

Headquartered in Campbell, California, Focus Enhancements, Inc.
(NASDAQ:FCSE) -- http://www.focusinfo.com/-- designs video and
wireless AV technologies.  Its semiconductor group develops
wireless IC chip sets based on WiMedia UWB and 802.11a standards,
and design as well as markets portable ICs to the video
convergence, portable media, navigation systems and smartphone
markets.  The company's system group develops video products for
the digital media markets, with customers in the broadcast, video
production, digital signage and digital asset management markets.

Focus Enhancements, Inc. filed for chapter 11 protection Sept. 16,
2008, (Bankr. N.D. C. Case No. 08-55216) Gregory A. Rougeau, Esq.
at Law Offices of Manasian and Rougeau represented the Debtor.
The Debtor has total assets of $9,695,000 and total debts of
37,429,000 when they filed for bankruptcy


FLOWSERVE CORPORATION: Fitch Raises Issuer Default Rating to 'BB+'
------------------------------------------------------------------
Fitch Ratings has upgraded Flowserve Corporation's Issuer Default
Rating and senior secured bank facilities:

  -- IDR to 'BB+' from 'BB';
  -- Senior secured bank facilities to 'BB+' from 'BB'.

The Rating Outlook is revised to Stable from Positive.

FLS had approximately $569 million of debt outstanding at March
31, 2009 including $548 million under a bank term loan.

The upgrade recognizes FLS' improved operating profile related to
strong demand in its energy and infrastructure markets, increasing
profit margins, and the company's attention to controlling itscost
structure.  The oil and gas, chemicals and power sectors have all
contributed to sales growth in the range of 12-15% annually during
the past two years.  FLS' backlog stood at $2.7 billion as of
March 31, 2009.  While high by historical standards, the backlog
was 5% lower than the end of 2008 as economic concerns began to
affect the pace of new bookings in the fourth quarter of 2008.
Orders could continue to decline for the foreseeable future, and
there is significant uncertainty about the level at which demand
might stabilize.  Concerns about the risk of weaker future
performance are mitigated by FLS' low leverage, its high backlog,
the long-cycle nature of many of the projects in which FLS
participates, and after-market business that is supported by
previous sales growth.  Over the long term, FLS can be expected to
benefit from growth trends in its infrastructure and industrial
markets and from the company's focus on technology and engineering
content that support its competiveness and operating margins.

When excluding special charges, FLS achieved its long term margin
target of 15% in the first quarter of 2009, compared to a margin
of approximately 8% as recently as 2006.  Margins could
deteriorate if sales decline materially in future periods, but
Fitch believes FLS will be able to reduce its cost structure as
necessary to offset at least part of the impact of lower volumes.
The company continues to take actions to realign its operations,
move or close facilities, reduce the number of employees and
reorganize engineering and IT functions to improve efficiency.
The growth in margins, combined with higher sales, has contributed
to higher free cash flow that has enabled FLS to limit its use of
debt.

FLS reported strong financial measures for the last 12 months
ended March 31, 2009 including Debt to EBITDA of 0.8 times (x) and
Free Cash Flow to Total Adjusted Debt of 20%.  The consistent
improvement in these measures largely reflects benefits from
operating leverage related to strong demand as well as FLS's
operating performance.  Some deterioration in the company's ratios
is possible due to the weak global economy.  However, the ratings
would not be affected unless financial measures were to weaken
significantly from current levels.  The current ratings also
incorporate FLS's debt levels that Fitch does not anticipate will
change materially in the near-term.  FLS has not made significant
acquisitions for several years, partly due to ample opportunities
for internal growth.  Recently, FLS acquired Calder AG, a business
with sales of $23 million that expands FLS's presence in the
desalination market.  Future acquisitions could potentially become
more important if internal growth begins to slow.  In the absence
of large acquisitions in 2008, FLS deployed excess cash for net
share repurchases that totaled $153 million.  It previously
resumed paying dividends in 2007.

Rating concerns include the potential impact of the global
recession on FLS's future results, higher net pension obligations,
and contingent litigation liabilities.  Contingent liabilities
include asbestos, compliance with U.S. export controls,
shareholder lawsuits, the United Nations Oil-for-Food Program, and
environmental remediation.  A material adverse outcome from these
contingent liabilities seems unlikely but is possible.  The
ratings incorporate Fitch's assumption that FLS' net litigation
liabilities are not likely to result in a substantial use of cash.

At March 31, 2009 FLS' liquidity included $201 million of cash and
a $400 million revolver that matures in 2012, offset by $25
million of current debt and $98 million of Letter of Credit usage
under the revolver.  Nearly all of FLS' debt consists of a $548
million bank term loan that has no significant scheduled payments
until 2011.  The bank facilities are secured by substantially all
of FLS' domestic assets and 65% of the capital stock of certain
foreign subsidiaries.  The facilities would become unsecured if
the company maintains investment grade ratings, as defined in the
agreement, for at least 90 days.  Following a substantial increase
in FLS' pension obligations in 2008 due to market losses, FLS
expects to increase its pension contributions modestly in 2009 to
$55-$75 million.  Depending on future asset returns, such
contributions could become larger in later years.


FLYING J: Can Access Pipeline $20 Million Loan on Final Basis
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Flying J, Inc., Longhorn Partners
Pipeline, L.P., and Longhorn Pipeline Holdings, LLC, and
affiliated debtors, on an final basis, to obtain $20 million in
postpetition secured financing from Pipeline Investors Capital,
LLC.

The DIP Loan will be used to fund operating expenses of LPP and
LPH in accordance with a 4-week budget.

Troubled Company Reporter said on May 4, 2009, as collateral, the
DIP Lender is granted first priority post-petition security
interest in all assets of LPP and LPH, and their respective
estates, but excluding any Merrill Lynch pre-petition collateral.

The significant terms of the proposed DIP Credit Agreement are:

   Facility Size:  $20 Million

   Borrower     :  Longhorn Pipeline Partners, L.P.

   Guarantor    :  Longhorn Pipeline Holdings LLC

   Lenders      :  Pipeline Investors Capital, LLC, or another
                   single funding vehicle controlled by
                   investors in Longhorn Pipeline Investors, LLC

   Structure    :  Senior Secured Multiple Draw Term Loan Facility

   Interest Rate: 11% p.a. payable at maturity.  Default rate of
                  14%

   Facility Fee : 2% of all amounts actually funder under the DIP
                  Facility, payable on the date of the applicable
                  funding.

   Exit Fee     : 1% of the total amount advanced under the DIP
                  Facility

   Collateral   : All assets, properties and rights of LPP, LPH,
                  their respecting subsidiaries and their
                  bankruptcy estates, including all assets
                  currently subject to the lien of Longhorn
                  Pipeline Investors, LLC

   Maturity     : The earlier of: (i) consummation of a sale of
                  the Longhorn Pipeline; or (ii) August 1, 2009

The facility is also subject to customary Affirmative and Negative
Covenants and Events of Default.

A full-text copy of the Debtors' debtor-in-possession budget is
available at http://ResearchArchives.com/t/s?3cc1

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
operates an oil company with operations in the field of
exploration and refining of petroleum products.  It also operates
about 200 travel plazas in 41 states and six Canadian provinces.
The Company and six of its affiliates filed for Chapter 11
protection on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-
13384).  Attorneys at Kirkland & Ellis LLP represent the Debtors
as counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel


FORD MOTOR: Auto Suppliers Demand Broader Assistance for Industry
-----------------------------------------------------------------
The Motor & Equipment and Manufacturers Association, a group of
manufacturers of motor vehicle components, tools and equipment,
automotive chemicals and related products, has urged the U.S.
Congress to provide "broader assistance" for the supplier industry
and the passage of a short-term incentive for vehicle purchases.

On March 19, 2009, the U.S. Treasury launched a $5 billion program
to help auto parts suppliers that "are unable to access credit and
are facing growing uncertainty about the prospects for their
businesses and for the auto companies that rely on the parts they
ship."  The program provided suppliers with access to government-
backed protection that money owed to them for the products they
ship will be paid no matter what happens to the recipient car
company.  The program is run through American auto companies that
agree to participate in the program.

In its new request for more assistance for auto suppliers, the
MEMA pointed out that the Auto Supplier Assistance Program
launched by the Treasury in March only targets the first tier
suppliers to General Motors Corp. and Chrysler LLC.  Only GM and
Chrysler, both recipients to federal aid, have participated in the
program. It added, "Significant limitations restricted the reach
of this program.  Since it was not fully operational when Chrysler
filed for Chapter 11, many suppliers were left significantly
exposed.  Smaller suppliers in financial distress are completely
dependent upon their first tier customer to provide financial
assistance down through the supply chain.  Suppliers that
manufacture parts in the U.S. but ship to Canada and Mexico for
vehicle assembly are not covered.  Bank restrictions and loan
covenants prevented many eligible suppliers from participating in
the program.  Aftermarket suppliers directly providing replacement
parts to the vehicle manufacturers are not eligible."

The MEMA proposes that Congress pass a short-term incentive
program, which will help bolster the U.S. economy with new car
sales at a time when light vehicle production and sales are at an
all time low.

               Reduced Business for Auto Suppliers

The MEMA noted that in April, vehicle sales plunged by 34.4% when
compared to the same month last year.  For three months ended
March 31, industry vehicle sales decreased by 3.7 million vehicles
(or 20.6%) to 14.4 million vehicles due to continued weakness in
the global economy.  North America decreased by 1.6 million
vehicles (or 36.1%) to 2.8 million vehicles, Europe decreased by
1.4 million vehicles (or 23.7%) to 4.5 million vehicles, the Asia
Pacific region decreased by 531,000 vehicles (or 8.9%) to 5.4
million vehicles, and the Latin America / Africa / Middle East
(LAAM) region decreased by 219,000 vehicles (or 11.9%) to 1.6
million vehicles.  GM said that the decline is due to continued
weakness in the economy which is directly attributable to the
recession in the United States brought about by tightening of the
credit markets and turmoil in the mortgage markets resulting in
reductions in housing values, all of which contributed to
declining consumer confidence.  In the United States, GM sold
413,000 vehicles during the first quarter of 2009, a decline of
approximately 49% compared to the corresponding period in 2008.

Chrysler filed for Chapter 11 on April 30 after failing to obtain
enough concessions from constituents, which was a requirement for
additional U.S. government that would back an out-of-court
restructuring.  General Motors said that in the event that it does
not receive prior to June 1, 2009 enough tenders of its public
unsecured debt to consummate exchange offers, it expects to follow
Chrysler to bankruptcy protection.  Both GM and Chrysler have
previously warned that a bankruptcy filing would hurt sales and
would result to shutdowns, both of which would further hurt
suppliers.  Chrysler has already halted production at many of its
U.S. manufacturing facilities until its bankruptcy court-
sanctioned merger with Fiat SpA is completed.  General Motors has
also announced that it will extend its usual mid-year down time at
many of its North America manufacturing facilities during the
spring and summer of 2009.

GM in a regulatory filing on May 8 acknowledged that Chrysler's
bankruptcy filing are threatening the viability of the suppliers,
many are producing parts for both GM and Chrysler.  Chrysler
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.

Ford Motor Company, the only member of the Big 3 Detroit
automakers that has so far not sought federal aid, has reported
lower sales for the first quarter of 2009.  For the second
quarter, Ford expects to report sales of 435,000 units in North
America, a 250,000 decline from 2008.  Ford has said it might
require a bride loan from the government, in the event of "a
significantly deeper economic downturn or a significant industry
event, such as the uncontrolled bankruptcy of a major competitor
or important suppliers to Ford, that causes major disruption to
our supply base, dealers or creditors and cannot be funded by
other forms of capital."  Standard & Poor's ratings Services said
May 11 that it expects continued heavy cash losses in Ford's
automotive oeprations for at least the next year.  It added that
its 'CCC+/Negative' rating on Ford reflect concerns that "GM
(CC/Negative/--) could file for bankruptcy in the coming weeks and
that low production levels by many automakers broadly are risks to
Ford's liquidity, given the interwoven auto sector supplier base."

"With a continued drop in vehicle production, Chrysler's recent
bankruptcy announcement, and GM's planned summer plant shutdowns,
this crisis is only deepening and more jobs will be lost," the
MEMA said.  Part suppliers directly employ 685,892 workers in the
U.S.

                  Auto Supplier Bankruptcies

Wheel producer Hayes Lemmerz International Inc., which obtains 29%
of revenues from General Motors and Ford, filed for bankruptcy
protection Monday, blaming the global meltdown in the automobile
sector.  Hayes expects global EBITDA to be less than one-half of
the $157 million it recorded in 2008.

Lear Corp., which provides automotive seat systems and other
products, has said that it might file for Chapter 11, if it fails
to obtain relief from lenders regarding a looming May 16, 2009
default under its primary credit facility.  General Motors and
Chrysler accounted for 23% and 3% of Lear's net sales in 2008.

Former Ford unit Visteon Corp, supplier of climate, interiors and
electronics systems to automakers, is exploring various strategic
and financing alternatives, including a bankruptcy filing.  It has
obtained waivers though, but they are set to expire May 30.
Visteon's net sales during the three months ended March 31, 2009
decreased $1.51 billion or 53% when compared to the same period of
2008.

"Lower production levels globally and increases in raw material,
energy and commodity costs during 2008 have resulted in severe
financial distress among many companies within the automotive
supply base," said Lear Corp., which incurred a net loss of $689.9
million in 2008, compared with a net profit of $241.5 million the
year before.  "Several large automotive suppliers have filed for
bankruptcy protection or ceased operations," Lear said in March.

"Without immediate action, communities throughout this country
will needlessly lose essential manufacturing jobs and the U.S.
auto industry will not have a sufficient supply base to
manufacture vehicles in this country," the MEMA said.

                        Ratings Actions

Ratings agencies have lowered ratings of some auto suppliers due
to the expected weak auto sales for 2009, circumstances facing GM
and Chrysler and/or other related factors:

    ArvinMeritor, Inc.    S&P lowered issuer credit rating to
                            'CCC+' from 'B' on February 12, 2009.
                            Fitch lowered the LTD issuer default
                            rating to 'CCC' from 'B-' on March 9,
                            2009.

    Visteon Corp.         S&P lowered issuer credit rating to
                            'CCC+' from 'B-' in January 30 2009

    American Axle &
    Manufacturing
    Holdings Inc.         Moody's lowered the corporate family
                            rating to 'Caa1' from 'B2' on Dec. 16,
                            2008.  S&P lowered the issuer credit
                            rating to 'CCC+' from 'B' on Jan. 12,
                            2009.  Fitch lowered American Axle's
                            LT issuer default rating to 'CCC' from
                            'B-' on April 28, due to GM's shutdown
                            of 13 of its manufacturing plants in
                            North America during the second and
                            third quarters of 2009.

    BorgWarner Inc.       Moody's issued a 'Ba1' LT corporate
                            family rating, with a 'negative'
                            outlook, on March 18, 2009.  S&P
                            issued a downgrade of the issuer
                            credit rating to 'BBB' from 'A-' on
                            January 12, 2009.

    Magna Int'l Inc.      S&P downgraded the issuer credit
                            rating to 'BBB' from 'A-' on April 30,
                            2009.  DBRS downgraded the unsecured
                            debt rating to 'BBBH' from 'A' on
                            May 1, 2009.

    Dana Holdings         S&P lowered its corporate credit
                            rating to 'CC' from 'B' on May 11,
                            2009.

    Tenneco Inc.          Fitch lowered the issuer default
                            rating to 'B-' from 'B' in April 29,
                            2009 due to extended shutdowns
                            scheduled by GM later in 2009, and
                            other factors.

    Continental AG        Fitch on April 30, 2009, placed LT
                            issuer default rating to 'BB' on
                            rating watch negative, citing, among
                            other things, the slump in global
                            vehicle production.

    TRW Automotive
    Holdings Corp.        Fitch on April 28 lowered the issuer
                            default rating from 'B+' to 'B',
                            remaining in watch negative due to
                            uncertain production or sales
                            ramifications of near-term events at
                            General Motors and Chrysler, including
                            bankruptcy filings.

    MetoKote Corporation    Moody's on May 5, 2009, lowered the
                            corporate family rating to 'Caa1' from
                            'B3', noting that while the Company
                            has diversified its industry
                            concentration, it still generates 49%
                            of sales from the automotive end
                            markets, including 19% from the
                            Detroit-3 automakers.

    Stoneridge Inc.       Moody's on May 5 said the corporate
                            rating will remain at 'B2' despite
                            Chrysler's bankruptcy filing.  Outlook
                            is negative.

S&P said May 11 it believes "financial risks will remain
relatively high for most rated auto suppliers this year and next
because of severe and volatile auto markets in North America and
Europe."

"Weak economic conditions are forcing consumers to restrain
spending resulting in a sharp decline in auto sales and
production," said Moody's VP-Senior Analyst Timothy Harrod on
April 30.  According to Moody's, this loss of millions of units of
production is severely pressuring revenue, profitability and cash
flow for the auto parts suppliers.


FORD MOTOR: Says There's No Doubt About Going Concern Ability
-------------------------------------------------------------
Ford Motor Co. on Friday filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the three months
ended March 31, 2009.

Ford Motor has concluded that there is no substantial doubt about
its ability to continue as a going concern, and its financial
statements have been prepared on a going concern basis.

Ford Motor said that at March 31, 2009, its Automotive sector had
total cash, cash equivalents, and marketable securities of $21.6
billion, including about $300 million of Temporary Asset Account
securities.

Ford Motor said it has experienced substantial negative cash flows
in recent periods, and had negative equity of $16.5 billion at
March 31, 2009.  Based on its current planning assumptions, Ford
Motor expects net Automotive operating cash flows in 2009 to be
negative, but significantly improved from 2008.  The dramatic
decline in industry sales volume during 2008, and Ford Motor's
reduced production to match demand, had a substantial negative
effect on cash flows.  Trade payables and other elements of
working capital have improved in the first quarter of 2009 and
should continue to improve as industry sales volume stabilizes and
begins to grow, contributing to the expected improvement in
operating cash flow, according to Ford Motor.

Ford Motor says it continues to face many risks and uncertainties,
however, related to the global economy, its industry in
particular, and the credit environment which could materially
impact its plan.  Of these potentialities, Ford Motor believes
that the two risks that are reasonably possible to have a material
impact on the Company are (i) a decline in industry sales volume
to levels below its current planning assumptions, and (ii) actions
necessary to ensure an uninterrupted supply of materials and
components.

Ford Motor's current planning assumptions forecast that industry
sales volume will stabilize in the first half of 2009 and begin to
improve soon thereafter, culminating in full-year 2009 U.S.
industry sales volume in the lower end of the range of 10.5
million units to 12.5 million units, and industry sales volume for
the 19 markets we track in Europe in the range of 13.5 million
units to 14.5 million units.  Based on Ford Motor's analysis of
the market, it believes that these assumptions are reasonable.
There is a risk, however, that industry sales volume may not
stabilize in the United States in the first half of 2009 or begin
to improve in the United States and Europe as soon thereafter as
Ford Motor forecasts.

In addition to the risk related to industry sales volume, Ford
Motor's plan also could be negatively impacted by pressures
affecting its supply base.  Its suppliers have experienced
increased economic distress due to the sudden and substantial drop
in industry sales volume that affected all automobile
manufacturers.  Dramatically lower industry sales volumes have
made existing debt obligations and fixed cost levels difficult for
many suppliers to manage, especially with the tight credit market,
resulting in an increase in distressed suppliers and supplier
bankruptcies.  As a result, it is reasonably possible that Ford
Motor's costs to ensure an uninterrupted supply of materials and
components could be higher than our present planning assumptions
by a material amount.

Ford Motor believes that even a combination of these two
reasonably possible scenarios, however, as measured by a decline
to 9.2 million units in the United States and 11.7 million units
in Europe, combined with its assessment of the necessary cost to
ensure an uninterrupted supply of materials and components (absent
a significant industry event in 2009 such as an uncontrolled
bankruptcy of a major competitor or important suppliers to Ford
which we believe is remote), would not exceed its present
available liquidity.  Ford Motor believes that the risk of decline
in industry sales volume below these levels (i.e., below 9.2
million units in the United States and 11.7 million units in
Europe) is remote.  Therefore, Ford Motor does not believe that
these reasonably possible scenarios cause substantial doubt about
its ability to continue as a going concern for the next year.

With regard to Ford Motor's Financial Services sector, Ford Credit
expects the majority of its funding in 2009 will consist of
eligible issuances pursuant to government-sponsored programs.  It
is reasonably possible that credit markets could continue to
constrain Ford Credit's funding or that Ford Credit will not be
eligible for government-sponsored programs.  In these
circumstances, Ford Credit could mitigate these funding risks by
reducing the amount of finance receivables and operating leases
they purchase or originate.  At Ford Motor's current industry
sales volume assumption, this would not have a material impact on
our going concern analysis.  If industry sales volume were to
decline to the reduced levels described, the risk of Ford Credit
not being able to support the sale of Ford products would be
remote.

Notwithstanding this conclusion, in this environment a number of
scenarios could put severe pressure on Ford Motor's short- and
long-term Automotive liquidity, including a worsening of the
scenarios described.  "We presently believe that the likelihood of
such an event is remote.  In such a scenario, however, or in
response to other unanticipated circumstances, we could take
additional mitigating actions or require additional financing to
improve our liquidity," Ford Motor said.

Worldwide net loss attributable to Ford Motor Company was $1.4
billion or $0.60 per share of Common and Class B Stock in the
first quarter of 2009, a decline of $1.5 billion from net income
attributable to Ford Motor of $70 million or $0.03 per share of
Common and Class B Stock in the first quarter of 2008.

Ford had $203.1 billion in total assets and $219.6 billion in
total liabilities as of March 31, 2009, resulting in $16.4 billion
in stockholders' deficit.

A full-text copy of Ford Motor's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3cc9

                         About Ford Motor

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

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

                          *     *     *

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

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


FRONTIER AIRLINES: Wants Plan Filing Deadline Moved to Oct. 9
-------------------------------------------------------------
Frontier Airlines Inc., and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend until
October 9, 2009, their exclusive period to file a Chapter 11 plan.
The Debtors also want their plan solicitation period extended to
December 9, 2009.

This is Frontier's third request for an extension.  Without an
extension, parties will have the right to file a Chapter 11 plan
for Frontier after June 4.

Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York,
notes that after only a year of restructuring, Frontier's
businesses and operations are in impressive shape.  In March 2009,
the Debtors achieved an operating profit for their fifth
consecutive month.

The Debtors aim to develop and propose a plan of reorganization
that will receive support from their various constituencies.
"However, as would be expected at this stage for businesses as
large and complex as the Debtors', there is still work to be
done," Mr. Schaible said.  He explained that an extension will be
necessary to, among other things, develop a Chapter 11 plan and
structure exit financing.

Frontier says that it is on track for a successful emergence from
Chapter 11 during 2009.

                     About Frontier Airlines

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Seeks to Expand Scope of KPMG's Services
-----------------------------------------------------------
Frontier Airlines Inc. and its debtor-affiliates ask Judge Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to authorize a limited expansion of the scope of services
to be rendered by KPMG LLP as their independent auditor and
international executive tax advisor.

Pursuant to the Retention Order authorizing the Debtors to employ
KPMG, the firm is authorized to provide the Debtors with
additional tax consulting services.  However, the Engagement
Letter between the parties contemplated that a new engagement
letter would be required if the expected fees for any additional
services to be rendered by KPMG would exceed $50,000.

In this regard, the Debtors and KPMG entered into a Supplemental
Engagement Letter dated April 21, 2009, which provides that the
Debtors anticipate KPMG to render these services:

   (1) Determining whether any of the Debtors have experienced
       one or more "ownership changes" within the meaning of
       Section 382 of the U.S. Internal Revenue Code, and
       the regulations promulgated by the Department of Treasury
       during the period beginning March 31, 1994, and ending
       March 6, 2008.

   (2) Allocating and assessing any net operating losses to the
       pre- and post-change of ownership periods, as applicable,
       pursuant to a Section 382 Analysis.

   (3) Preparing a tax memorandum that summarizes KPMG's relevant
       findings.

Frontier Chief Financial Officer Edward M. Christie III relates
that the Debtors are authorized to retain Deloitte Tax LLP to
render the tax advisory services that the Debtors propose to be
provided by KPMG.   However, Deloitte Tax's estimated fees to
perform the Section 382 Analysis "substantially exceed KPMG's
estimated fees."

According to Mr. Christie, the customary hourly rates and
discounted rates for the Additional Services to be rendered by
KPMG in connection with a Section 382 Analysis include:

   Designation                Standard Rates    Discounted Rates
   -----------                --------------    ----------------
   Partner                         $900               $540
   Managing Director               $850               $510
   Senior Manager                  $825               $495
   Manager                         $700               $420
   Senior Associates               $525               $315
   Associates                      $325               $195
   Paraprofessional                $200               $120

The Debtors will also reimburse KPMG for necessary out-of-pocket
expenses.

Susan D. Heitmann, a partner at KPMG, assures the Court that her
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Judge Drain will convene a hearing on May 27, 2009, to consider
approval of the Debtors' Supplemental Application.  Objections, if
any, must be filed by May 18.

                     About Frontier Airlines

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Davis Polk Seeks Payment of $1.9MM in Fees
-------------------------------------------------------------
Nine professionals engaged in the bankruptcy cases of Frontier
Airlines Inc. and its affiliates ask Judge Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
approve payment of fees and reimbursement of expenses for services
they rendered to the Debtors or the Official Committee of
Unsecured Creditors for the period from December 1, 2008 through
March 31, 2008:

   Professional                           Fees       Expenses
   ------------                           ----       --------
   Davis Polk & Wardwell             $1,926,312       $44,221

   Deloitte Tax LLP                     223,471         4,557

   Faegre & Benson LLP                   27,450           442

   Houlihan Lokey Howard                600,000         9,542
   & Zukin Capital, Inc.

   Jefferson Wells                      354,077         5,233
   International, Inc.

   KPMG LLP                             186,406         2,761

   Seabury Transportation             1,775,116        57,426
   Holdings LLC

   Togut, Segal & Segal LLP              20,486           267

   Wilmer Cutler Pickering              170,721         4,722
   Hale and Dorr LLP

Togut Segal filed with the Court a schedule detailing its fees
totaling $20,846, a full-text copy of which is available for free
at http://bankrupt.com/misc/Togut_FeeAppSchedules.pdf

                     About Frontier Airlines

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FREDDIE MAC: Posts $9.9 Billion First Quarter Net Loss
------------------------------------------------------
Freddie Mac reported a net loss of $9.9 billion, or $3.14 per
diluted common share, for the quarter ended March 31, 2009,
compared to a net loss of $23.9 billion, or $7.37 per diluted
common share, for the fourth quarter of 2008.

"This was another difficult quarter for Freddie Mac, as declining
home prices and the weak economy continued to take a toll on our
results," said Freddie Mac Interim Chief Executive Officer John
Koskinen.  "Despite these challenges, we continued to play a
leading role in the housing recovery by injecting $148 billion of
liquidity into the market, helping to drive mortgage rates to
historic lows and preventing foreclosures for 40,000 homeowners.

"All of us at Freddie Mac remain focused on our most important
mission -- preserving homeownership for America's families.  We
have aligned our resources to support the Administration's Making
Home Affordable Program, which will help us keep millions more
borrowers in their homes.  We are committed to continuing to help
borrowers lower their payments through refinancing and to employ
innovative loss mitigation strategies whenever possible to prevent
foreclosures.

"While we expect the coming quarters to be difficult, we are
seeing preliminary signs of slowing in home price declines as low
mortgage rates and high affordability take hold, and conforming
mortgage credit to prime borrowers continues to be widely
available."

First quarter 2009 results were driven primarily by $9.1 billion
in credit-related expenses related to the continued severe
economic conditions during the first quarter, including declines
in home prices, further deterioration in labor markets, and a drop
in consumer confidence to record lows.  In addition, the company
recorded $7.1 billion in security impairments on available-for-
sale securities primarily due to sustained deterioration in the
performance of the collateral underlying the company's non-agency
mortgage-related securities.  These results were partially offset
by net mark-to-market gains of $3.8 billion on the company's
derivative portfolio, guarantee asset and trading securities
mainly due to impacts of increases in long-term interest rates and
spread tightening.

In the first quarter of 2009, the Company recognized an additional
valuation allowance of $3.1 billion against its net deferred tax
assets.

The Company had a net worth deficit of $6.0 billion at March 31,
2009, as a result of the first quarter 2009 net loss, partially
offset by a decrease in unrealized losses on available-for-sale
securities recorded in accumulated other comprehensive income
(loss) (AOCI).  Net worth represents the difference between the
company's assets and liabilities under generally accepted
accounting principles (GAAP) and is equal to the Company's total
equity (deficit).  Pursuant to Treasury's funding commitment under
the Purchase Agreement, the Director of the Federal Housing
Finance Agency (FHFA) has submitted a request to Treasury for
funding in the amount of $6.1 billion, which reflects rounding of
the Company's net worth deficit up to the nearest $100 million.
The Company expects to receive such funds by June 30, 2009.

On May 6, 2009, Treasury and FHFA, acting on Freddie Mac's behalf
in its capacity as conservator, entered into an amendment to the
Purchase Agreement between the company and Treasury.  Under the
amendment, Treasury increased its funding commitment to
$200 billion from $100 billion, increased the size of the
mortgage-related investments portfolio allowed under the agreement
by $50 billion to $900 billion at December 31, 2009, and increased
the allowable debt outstanding to $1,080 billion until
December 31, 2010.

As a result of the $6.1 billion draw, the aggregate liquidation
preference of the company's senior preferred stock will increase
to $51.7 billion.  In addition, the amount remaining under
Treasury's $200 billion funding commitment will be $149.3 billion,
which does not include the $1 billion of senior preferred stock
issued to Treasury as initial consideration for its funding
commitment.

Based on the aggregate liquidation preference of $51.7 billion,
Treasury, the holder of the senior preferred stock, will be
entitled to annual cash dividends of approximately $5.2 billion.
The Company paid a quarterly dividend of $370 million in cash on
the senior preferred stock to Treasury on March 31, 2009, at the
direction of the Conservator.

The Company's net worth, and consequently draws under the Purchase
Agreement, could vary significantly in future periods due to
changes in market and credit conditions and other factors.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA in order to continue
operating its business.

GAAP Results

                                    Three Months Ended
                       March 31,     December 31,      March 31,
                           2009          2008(1)        2008(1)
                                     ($in millions)
Net interest income      $3,859          $2,625           $798
Management and
guarantee income           780             992            789
Other non-interest loss  (3,868)        (19,434)          (175)
Total revenues              771         (15,817)         1,412
Administrative expenses    (372)           (396)          (397)
Credit-related expenses  (9,097)         (7,244)        (1,448)
Other non-interest
expense                 (2,090)         (1,362)          (138)
Total expenses          (11,559)         (9,002)        (1,983)
Loss before income
tax benefit            (10,788)        (24,819)          (571)
Income tax benefit          937             967            422
Net loss                $(9,851)       $(23,852)         $(149)

Less: Net (income)
attributable to
noncontrolling
interest                     -               -             (2)

Net loss attributable
to Freddie Mac         $(9,851)       $(23,852)         $(151)
Senior preferred
stock dividends
declared                 $(370)          $(172)            $-
Total equity
(deficit)/GAAP
net worth (at
period end)(2)         $(6,008)       $(30,634)       $16,160
AOCI, net of taxes
(at period end)       $(28,303)       $(32,357)      $(22,296)

(1) Certain amounts in prior periods have been reclassified to
    conform to the current presentation.

(2) Net worth represents the difference between the Company's
    assets and liabilities under GAAP.  With the Company's
    adoption of SFAS 160, "Noncontrolling Interests in
    Consolidated Financial Statements -- an amendment of ARB No.
    51" (SFAS 160) on January 1, 2009, its net worth is now equal
    to its total equity (deficit).  Prior to adoption of SFAS 160,
    the Company's total stockholders' equity (deficit) was
    substantially the same as its net worth except that it
    excluded noncontrolling interests (previously referred to as
    minority interests).  As a result of SFAS 160, noncontrolling
    interests are now classified as part of total equity
    (deficit).  Prior periods have been restated to reflect this
    adoption.

Net interest income for the first quarter of 2009 was
$3.9 billion, up $1.2 billion from $2.6 billion in the fourth
quarter of 2008.  The increase in net interest income for the
first quarter of 2009, compared to the fourth quarter of 2008, was
primarily driven by lower short- and long-term funding costs and
continued funding of fixed-rate assets with a higher portion of
short-term debt in a steepening yield curve environment.

Management and guarantee income for the first quarter of 2009 was
$780 million, compared to $992 million in the fourth quarter of
2008.  This decrease reflects reduced amortization income related
to certain pre-2003 deferred fees due to the increase in
forecasted interest rates resulting in a decrease in projected
prepayments.

Other non-interest loss for the first quarter of 2009 was
$3.9 billion, compared to $19.4 billion in the fourth quarter of
2008.  During the first quarter of 2009, the Company recognized
net mark-to-market gains of $3.8 billion on its derivative
portfolio, guarantee asset and trading securities mainly driven by
increased long-term interest rates and spread tightening, compared
to net mark-to-market losses of $13.3 billion incurred in the
fourth quarter of 2008 as a result of declining interest rates and
widening spreads.

Other non-interest loss for the first quarter of 2009 included
$7.1 billion related to other-than-temporary impairments on the
Company's available-for-sale securities, compared to $7.5 billion
in the fourth quarter of 2008, primarily due to sustained
deterioration in the performance of the collateral underlying the
Company's non-agency mortgage-related securities.

Income on the guarantee obligation for the first quarter of 2009
was $0.9 billion, compared to $2.1 billion in the fourth quarter
of 2008.  The decrease reflected the accelerated amortization
income the company recognized on its guarantee obligation during
the fourth quarter of 2008 due to significant declines in home
prices.

Administrative expenses totaled $372 million for the first quarter
of 2009, compared to $396 million for the fourth quarter of 2008.
The decrease was due to a reduction in employee short-term
performance compensation and a decrease in the company's use of
consultants.

Credit-related expenses, consisting of provision for credit losses
and real estate owned (REO) operations expense, were $9.1 billion
for the first quarter of 2009, compared to $7.2 billion for the
fourth quarter of 2008.  In November 2008, the Company announced a
suspension of foreclosure transfers of occupied homes, which
remained in effect until January 31, 2009, and was renewed from
February 14, 2009, through March 6, 2009.  Beginning March 7,
2009, the company suspended foreclosure transfers of owner-
occupied homes where the borrower is eligible for modification
under the MHA Program.  While suspensions of foreclosure transfers
reduced the company's actual charge-offs during the first quarter,
the company's reserve for credit losses included expected losses
on those foreclosure transfers that are currently suspended but
are expected to occur in future periods.

Provision for credit losses was $8.8 billion for the first quarter
of 2009, compared to $7.0 billion for the fourth quarter of 2008.
The provision in the first quarter reflects continued credit
deterioration in the company's single-family mortgage portfolio.
The Company recorded a $7.1 billion increase in its reserves for
credit losses as a result of higher counts of delinquent loans,
increases in delinquency rates as well as delinquency transition
rates, and a higher severity of losses on a per-property basis.
Freddie Mac expects its provision for credit losses will likely
remain high in 2009.

REO operations expense was $306 million for the first quarter of
2009, up from $291 million in the fourth quarter of 2008.  The
increase was driven by higher disposition losses as a result of
increased disposition volumes during the first quarter, partially
offset by a decrease in market-based write-downs.

Other non-interest expense for the first quarter of 2009 was
$2.1 billion, compared to $1.4 billion in the fourth quarter of
2008.  The increased expense was primarily related to losses of
$2.0 billion on delinquent and modified loans purchased from PC
pools for the first quarter of 2009, compared to $1.2 billion for
the fourth quarter of 2008, due to both a significant increase in
the volume and, to a lesser extent, a decline in the fair value of
loans purchased from PC pools.  Freddie Mac expects these losses
to continue to increase in 2009, especially as the company begins
to purchase single-family loans modified under the Home Affordable
Modification program.

Income tax benefit for the first quarter of 2009 was $937 million,
compared to a $967 million income tax benefit in the fourth
quarter of 2008.  The tax benefit for the first quarter primarily
resulted from current year tax deductions related to expected
credit-related principal losses on the company's non-agency
mortgage-related securities.

Freddie Mac established a partial valuation allowance against its
net deferred tax assets during the third quarter of 2008, and
recorded an additional allowance during the fourth quarter of
2008, as a result of the events and developments related to the
conservatorship of the Company, other events in the market, and
related difficulty in forecasting future profit levels on a
continuing basis.  The Company is required to continually assess
the deferred tax asset valuation allowance for impairment.  In the
first quarter of 2009, an additional valuation allowance of
$3.1 billion was recorded against the company's net deferred tax
assets.

After recording the valuation allowance in the first quarter of
2009, the Company had a remaining deferred tax asset of
$13.3 billion representing the tax effect of net unrealized losses
on its available-for-sale securities, which management currently
believes is more likely than not to be realized because of its
intent and ability to hold these securities until the unrealized
losses are recovered.

Loss per diluted common share was $3.14 for the first quarter of
2009, compared to a loss of $7.37 for the fourth quarter of 2008.
The per-share figures take into account the dilutive effect of the
common stock warrant issued to Treasury in connection with the
execution of the Purchase Agreement in September 2008.

AOCI, net of taxes as of March 31, 2009, was a loss of
$28.3 billion, compared to a loss of $32.4 billion as of
December 31, 2008.  The decreased losses recorded in AOCI of
$4.1 billion for the first quarter of 2009 were attributable to
mark-to-market effects related to the company's available-for-sale
securities that are reported at fair value as a component of AOCI
and the recognition of certain unrealized losses as other-than-
temporary impairments.

Foreclosure Prevention and Refinancing Activities

On March 4, 2009, Freddie Mac launched the Freddie Mac Relief
Refinance Mortgage(SM) and implemented the Home Affordable
Modification program, two new mortgage initiatives under the MHA
Program.  These initiatives will help families with Freddie Mac-
owned mortgages that are delinquent, at-risk of default or
struggling to refinance because of declining property values.  In
addition, Freddie Mac will play an important role in administering
the MHA Program, acting as the program compliance agent for
foreclosure prevention activities.

During the first quarter, Freddie Mac undertook these initiatives
to keep borrowers in their homes whenever possible:

     -- suspension of foreclosure transfers on occupied
        properties;

     -- an extension of the suspension of foreclosure transfers
        for mortgages eligible for the Home Affordable
        Modification program;

     -- the introduction of the REO Rental initiative that allows
        qualified owner-occupants and tenants who reside in homes
        that the Company has acquired through foreclosure the
        option to lease the homes on a month-to-month basis; and

     -- a pilot workout strategy for high-risk loans designed to
        keep more at-risk borrowers in their homes by employing
        third-party servicers that specialize in servicing Alt-A
        and other types of high-risk loans.

During the first quarter, Freddie Mac's foreclosure prevention
efforts (including those undertaken in conjunction with its
servicers) helped approximately 40,000 borrowers stay in their
homes or sell their properties using the following delinquency
resolution methods (measured in number of loans):

        -- total loan modifications of 24,623;
        -- repayment plans of 10,459;
        -- forbearance agreements of 1,853; and
        -- pre-foreclosure sales of 3,093.

The Company's single-family foreclosure starts ratio, which
reflects the number of single-family loans that entered the
foreclosure process during the quarter as a percentage of the
total number of loans in the Company's single-family portfolio at
the end of the quarter, was 61 basis points in the first quarter
of 2009.  The single-family foreclosure starts ratio for the
fourth quarter of 2008 was 41 basis points.

The Company's refinance-loan purchase volume for the first quarter
of 2009 was approximately $95 billion, compared to approximately
$24 billion during the fourth quarter of 2008.  The Company
estimates that overall more than 1.6 million borrowers refinanced
into conventional, conforming loans during the first quarter.  By
doing so, these borrowers lowered their mortgage payments by more
than $2.3 billion in the coming year.  Freddie Mac began the
purchase of refinance mortgages originated under the MHA Program
in April 2009.

                         About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the Company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

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

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


GENERAL GROWTH: Farallon Wins DIP Loan Face-Off with Pershing
-------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York granted final approval of various first day
motions filed by General Growth Properties -- including payment of
prepetition wages, and granting adequate assurance to utilities --
following a hearing on May 8.  Judge Gropper, however, has not
granted final approval to General Growth's proposed DIP financing.

At the May 8 hearing, General Growth presented to the Court a
proposal to obtain $400 million of DIP financing from a group of
holders of unsecured obligations of the Debtors led by Farallon
Capital Management, L.L.C.  The Farallon loan will replace the
$375 million committed by Pershing Square Capital Management,
L.P., which owned 24% of General Growth's equity before the
company filed for bankruptcy.

According to Bloomberg's Bill Rochelle, Judge Gropper was unable
to decide on the competing proposals of Pershing Square and
Farallon Capital at the conclusion of the May 8 hearing.  Judge
Gropper, according to Reuters, delayed his ruling to give him and
creditors more time to consider the competing DIP loan offers.
Dow Jones said Judge Gropper indicated during the hearing that he
is likely to side with the Debtors.

Bloomberg's Daniel Taub said May 12 that Farrallon, et al., will
be providing the DIP loan to General Growth.  William Ackman, head
of Pershing, said he is satisfied with the outcome regardless if
his group didn't win the bidding to provide the DIP loan.  He said
he's pleased with the Farrallon loan because it provided the mall
owner the best terms.

Judge Gropper will resume the hearing on the DIP Loan on May 13,
2009.

The Debtors' proposed counsel, Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges, LLP, in New York, relates that since
April 16, 2009, the Debtors have engaged in a non-stop effort to
improve on the terms of the DIP loan, negotiating with numerous
additional parties as well as the original proposed DIP Lender,
Pershing Square.  That process, she says, has resulted in a
significantly improved DIP financing facility.

According to General Growth, the new DIP Loan Lenders and their
loan commitments are:

  Lender                                       Committed Amount
  ------                                       ----------------
  Farallon Capital Management, L.L.C.            $210,000,000
  Luxor Capital Group                             110,000,000
  Canpartners Investments IV, LLC                  25,000,000
  Perry Principals Investments LLC                 25,000,000
  Whitebox Combined Partners LP                    11,000,000
  Whitebox Hedged High Yield Partners LP            6,000,000
  Whitebox Convertible Arbitrage Partners LP        5,000,000
  Pandora Select Partners LP                        2,000,000
  Whitebox Special Opportunities Fund Series B      1,000,000
  Delaware Street Capital Master Fund, L.P.         5,000,000
                                               ----------------
      Total DIP Commitments                      $400,000,000

Aside from the increased loan amount, the material differences
between the Pershing DIP Agreement and the revised DIP Credit
Agreement are:

                        Pershing                Revised
Term                 DIP Agreement          DIP Agreement
----                 -------------          -------------
Warrant              Ability to acquire            None
                      up to 4.9% of
                      equity securities

Conversion to        Ability to convert     Ability to convert
Equity Feature       all or a portion       all or a portion
                      of outstanding DIP     of outstanding DIP
                      loan into up to 5%     loan into up to 6%
                      of reorganized         of reorganized
                      equity                 equity or to post-
                                             emergence debt

Loan Draw            Fully funded           Fully funded
Requirements         at closing             at closing

Collateral           Includes senior lien   Includes senior
Package              on unencumbered        lien on
                      collateral, junior     unencumbered,
                      lien on encumbered     collateral, junior
                      collateral and         liens on
                      senior lien on cash    unencumbered and
                      collateral             junior lien on
                                             cash collateral

Pricing              LIBOR plus 12%         LIBOR plus 12%
                      (with a LIBOR Floor    (with a LIBOR Floor
                      of 3%)                 of 2.25%)

The Revised DIP Loan, Ms. Goldstein contends, provides the
Debtors with flexibility and optionality for their exit from
Chapter 11 by permitting conversion of the loan to post-emergence
equity.

The Revised DIP Loan has significant improvements, including:

  * Eliminating the proposed warrant to acquire up to 4.9% of
    the equity in the Debtors pursuant to any plan of
    reorganization;

  * $25 million in additional borrowing capacity;

  * Increasing the term of the loan by six months, from 18
    months to 24 months;

  * Adding to Debtors' option to convert the Revised DIP Loan
    into equity at emergence another option to convert the
    Revised DIP Loan to post-emergence debt; and

  * Lower interest rate and lower overall cost of borrowing.

The Revised DIP Loan also offers the Debtors the ability to
eliminate most of the major objections by mortgage lenders and
others concerning cash collateral and adequate protection issues
as follows:

  * Granting secured mortgage lenders, as adequate protection, a
    first priority security interest in the account within the
    centralized cash management system that holds the cash
    transferred from the properties;

  * Granting secured mortgage lenders as adequate protection a
    silent, second priority lien on the properties currently
    securing the Prepetition Goldman Facility;

  * Additional financial reporting to secured mortgage lenders
    entitled to adequate protection in accordance with those
    lenders' original loan documents; and

  * Compliance with certain leasing covenants in the secured
    mortgage loan agreements.

A blacklined copy of the revised DIP Agreement versus the
Pershing DIP Agreement is available for free at:

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

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL MOTORS: Delphi Exit Woes May Cue Additional Losses
----------------------------------------------------------
General Motors Corp. said in a regulatory that due to the
uncertainties surrounding Delphi Corp.'s ability to emerge from
bankruptcy it is reasonably possible that additional losses, which
may be material to GM's financial condition and results of
operations, could arise in the future.

GM, however, said it is currently unable to estimate the amount or
range of those losses, if any.

GM has recorded $274 million in charges with respect to its
agreements with Delphi for the three months ended March 31, 2009,
lower compared to $776 million in charges for the same period in
2008.  GM said cumulative to date, it has recorded $13.2 billion
in Delphi-related charges.

Delphi's debtor-in-possession financing was scheduled to mature on
December 31, 2008 and Delphi has been operating under a
forbearance agreement with its DIP Financing lenders since
December 12, 2008, which contains various milestone requirements
that, if not satisfied, trigger termination of the forbearance.
Delphi was unable to satisfy some of these milestones, resulting
in further amendments to the Accommodation Agreement in each of
January, February, March and April 2009.  On May 7, 2009, the U.S.
Bankruptcy Court approved another amendment to the Accommodation
Agreement, subject to certain conditions to effectiveness, which
provides that the Delphi DIP Accommodation Agreement is scheduled
to terminate on June 2, 2009 unless a term sheet between Delphi,
GM and the United States Treasury is agreed upon on or before
May 21, 2009 and deemed satisfactory to the Delphi DIP lenders on
or before June 1, 2009.

In 1999, GM spun-off Delphi Automotive Systems Corporation, which
became Delphi.  Delphi is GM's largest supplier of automotive
systems, components and parts, and GM is Delphi's largest
customer.  From 2005 to 2008, GM's annual purchases from Delphi
have ranged from approximately $6.5 billion to approximately
$10.2 billion.

Delphi and GM have entered into various settlement agreements.
The more significant items contained in the parties' Settlement
Agreements, as amended, included GM's commitment to:

   * Reimburse Delphi for its costs to provide OPEB to certain of
     Delphi's hourly retirees from December 31, 2006, through the
     date that Delphi ceases to provide such benefits and will
     assume responsibility for OPEB going forward;

   * Reimburse Delphi for the normal cost of credited service in
     Delphi's pension plan between January 1, 2007, and the date
     its pension plans are frozen;

   * First Hourly Pension Transfer -- Transfer, under IRS Code
     Section 414(l), net liabilities of $2.1 billion from the
     Delphi hourly rate employee pension plan (Delphi HRP) to GM's
     U.S. hourly pension plan on September 29, 2008;

   * Second Hourly Pension Transfer -- Transfer the remaining
     Delphi HRP net liabilities, which are estimated to be
     $3.2 billion to $3.5 billion at March 31, 2009, upon Delphi's
     substantial consummation of its Plan that provides for the
     consideration to be received by GM and is consistent with
     other terms of the Amended Delphi-GM Settlement Agreements.
     Actual amounts of the Second Hourly Pension Transfer will
     depend on, among other factors, the valuation of the pension
     liability at the transfer date, the proportion of the
     obligation assumed by the PBGC and performance of pension
     plan assets;

   * Reimburse Delphi for all retirement incentives and half of
     the buyout payments made pursuant to the various attrition
     program provisions and to reimburse certain U.S. hourly
     buydown payments made to certain hourly employees of Delphi;

   * Award certain future product programs to Delphi, provide
     Delphi with ongoing preferential sourcing for other product
     programs, eliminate certain previously agreed upon price
     reductions, and restrict GM's ability to re-source certain
     production to alternative suppliers;

   * Labor Cost Subsidy -- Reimburse certain U.S. hourly labor
     costs incurred to produce systems, components and parts for
     GM from October 1, 2006, through September 14, 2015, at
     certain U.S. facilities owned or to be divested by Delphi;

   * Production Cash Burn Support -- Reimburse Delphi's cash flow
     deficiency attributable to production at certain U.S.
     facilities that continue to produce systems, components and
     parts for GM until the facilities are either closed or sold
     by Delphi;

   * Facilitation Support -- Pay Delphi $110 million in both 2009
     and 2010 in quarterly installments in connection with certain
     U.S. facilities owned by Delphi;

   * Temporarily accelerate payment terms for Delphi's North
     American sales to GM upon substantial consummation of its
     Plan, until 2012;

   * Reimburse Delphi, beginning January 1, 2009, for actual cash
     payments related to workers compensation, disability,
     supplemental employment benefits and severance obligations
     for all current and former UAW-represented hourly active and
     inactive employees; and

   * Guarantee a minimum recovery of the net working capital that
     Delphi has invested in certain businesses held for sale.

Additionally, the Amended GSA provides that GM will receive:

   * An administrative claim regarding the First Hourly Pension
     Transfer of $1.6 billion, of which GM will share equally with
     the general unsecured creditors up to only the first
     $600 million in recoveries in the event Delphi does not
     emerge from bankruptcy;

   * An administrative claim for $2.1 billion for the total Delphi
     HRP transfer (inclusive of the administrative claim for the
     First Hourly Pension Transfer) to be paid in preferred stock
     upon substantial consummation of Delphi's Plan in which
     Delphi emerges with: (1) its principal core businesses; (2)
     exit financing that does not exceed $3.0 billion (plus a
     revolving credit facility); and (3) equity securities that
     are not senior to or pari passu with the preferred stock
     issued to GM; and

   * A general unsecured claim in the amount of $2.5 billion that
     is subordinated until general unsecured creditors receive
     recoveries equal to 20% of their general unsecured claims
     after which GM will receive 20% of its general unsecured
     claim in preferred stock, with any further recovery shared
     ratably between GM and general unsecured creditors.

The ultimate value of any consideration that GM may receive is
contingent on the fair value of Delphi's assets in the event
Delphi fails to emerge from bankruptcy or upon the fair market
value of Delphi's securities if Delphi emerges from bankruptcy.

                        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, Issue No. 166; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                    About General Motors Corp.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

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: Says It Would Miss a $1BB Debt Payment on June 1
----------------------------------------------------------------
Reuters reports that General Motors Corp. CEO Fritz Henderson said
that the Company has told bondholders that it would miss a
$1 billion debt payment on June 1.

According to Reuters, the Canadian Auto Workers union said that GM
was likely to seek Chapter 11 bankruptcy protection, as well as
CCAA bankruptcy protection.

Reuters quoted Canadian Industry Minister Tony Clement as saying,
"One of the options that is clearly on the table is a scheduled,
surgical Chapter 11/CCAA process where they go in, some changes
are made, and they go out again....  What we've always said is
that if Chapter 11/CCAA is inevitable, what we don't want to see
happening is that that process just happens all of a sudden
without warning, because that's the biggest risk for our auto
parts suppliers and dealers and so forth."

Citing Minister Clement, Reuters states that GM would have to
provide adequate warning if it planned to file for bankruptcy
protection or it would risk bringing further distress to the
automotive industry.

Mr. Clement, Reuters reports, said that with or without bankruptcy
protection, GM will have to prove its viability to receive
government loans.

A Chapter 11 bankruptcy filing by GM would likely be best for the
struggling parts suppliers, Marty Schladen at The Journal Gazette
relates, citing Congressman Mark Souder, who  met with
representatives of about 15 auto parts suppliers at Tom Kelley
Buick Pontiac GMC on Fort Wayne's west side.  "The parts suppliers
will be better treated in bankruptcy," the report quoted Rep.
Souder as saying.

Citing Mr. Souder, The Journal Gazette states that the bankruptcy
court is likely to work to make sure parts suppliers survive
because the success of the automakers depends on them.

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: Bank Debt Slides in Secondary Market Trading
------------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 59.15 cents-
on-the-dollar during the week ended May 8, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 5.50 percentage points from
the previous week, the Journal relates.   The loan matures
November 27, 2013.  The Company pays 275 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Caa2
rating and S&P's CCC rating.

                    About 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: RHJ Int'l Mulls Bidding for European Units
----------------------------------------------------------
RHJ International, a European buyout firm with holdings in the
auto-parts industry, is considering bidding for General Motors'
European operations, which include Adam Opel GmbH, Dana Cimilluca
at The Wall Street Journal report, citing a person familiar with
the matter.

WSJ notes that RHJ, which owns stakes in some auto-parts makers
around the world, is likely to try integrating those operations
with GM's in Europe if it strikes a deal.

                    Other Possible Bidders

According to WSJ, Fiat SpA and Magna International Inc. are also
eyeing the operations.  German politicians, according to Sharon
Terlep and Jeff Bennett at Dow Jones Newswires, have said that
Fiat's plans are more advanced, but Magna's offer is viewed as a
viable option and is receiving serious consideration.  Dow Jones
notes that Magna's interest could frustrate efforts by Fiat to
acquire GM assets in Europe, Latin America, and South Africa.

"We are in talks with Opel, GM and German government officials
regarding potential alternatives for the future of Opel, which
could include Magna taking a minority stake," Dow Jones quoted
Magna CEO Donald Waker as saying.

Globe & Mail states that Magna has proposed taking a 20% stake in
Opel, alongside 35% held by other partners.  Dow Jones relates
that under the proposal, GM would have a 35% stake, while workers
would hold 10%.  According to Dow Jones, GM CEO Fritz Henderson
said that the Company would consider holding a minority stake in
the unit.  Globe & Mail reports that Magna's investment would be
around $260 million.  Dow Jones says that Russian auto maker OAO
GAZ Group confirmed its interest in partnering with Magna on an
Opel deal.

Dow Jones, citing a person familiar with the matter, reports that
talks with Magna are taking place in Europe, while Fiat's talks
are centered in Detroit.

                    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: 'Main Street' Bondholders Want to Join Talks
------------------------------------------------------------
The "Main Street" Bondholders Coalition, a project of 60 Plus
Association, gathered yesterday to voice concerns over their
exclusion in the General Motors Corp. bankruptcy negotiations and
to advocate for a fair and equitable solution.  Small bondholders,
many of whom are relying on their stake in the company for future
financial security, have the most to lose if GM turns to
bankruptcy.  Thousands of seniors, retirees and small bondholders
have sent letters to Congress voicing their concerns.

"Bankruptcy is the worst possible solution in this situation,"
Bill, a semi-retired attorney and small bondholder from
Harrisburg, PA, said at the Philadelphia event.  "We've invested
in GM bonds and now risk losing a portion of our retirement
savings. The only way to reconcile this situation equitably is to
give small bondholders a voice in this process. The government
needs to listen to the concerns of small bondholders to reach the
best conclusion to the GM negotiation process."

"No one is talking to the small bondholders, because the Treasury
is negotiating with GM and GM is negotiating with the UAW," said
Jim, representing his mother, a retired GM employee, at the "Main
Street" Bondholder event in Tampa. "The government's refusal to
negotiate with small bondholders is inexcusable. It's not fair
that our retirement savings may be wiped out and we're not even
given a seat at the negotiating table. This bankruptcy will affect
us much more than it will affect any other group of investors, so
we deserve the chance to tell the decision makers our side of the
story."

After a recent gathering in Warren, MI, the 60 Plus Association
has received hundreds of emails from individuals worried about the
GM bankruptcy. The small bondholders fear that their retirement
savings will disappear if GM enters bankruptcy proceedings.

"We urge the Administration to consider the small bondholders, who
represent 20 percent of GM investors, as a group that is greatly
affected by the future of the GM Corporation," 60 Plus President
Jim Martin said in Tampa. "Small bondholders, especially seniors
and retirees, should not be shut out of the GM bankruptcy
negotiations. They're a part of the company too and deserve the
chance to have their voices heard." 60 Plus Vice President Amy
Noone Frederick represented small bondholders in Philadelphia as
well.

Many small bondholders feel that the Administration has taken
advantage of them by shutting them out of GM's bankruptcy
negotiations. Financing their retirements, medical expenses,
children's college savings funds with GM bonds, these individuals
could lose everything without ever being represented in the
negotiation talks.

"Main Street" Bondholders -- http://www.mainstreetbondholders.com/
-- a project of 60 Plus Association, is a nationwide coalition of
small GM small bondholders.


GENERAL MOTORS: Suppliers Demand Broader Assistance for Industry
----------------------------------------------------------------
The Motor & Equipment and Manufacturers Association, a group of
manufacturers of motor vehicle components, tools and equipment,
automotive chemicals and related products, has urged the U.S.
Congress to provide "broader assistance" for the supplier industry
and the passage of a short-term incentive for vehicle purchases.

On March 19, 2009, the U.S. Treasury launched a $5 billion program
to help auto parts suppliers that "are unable to access credit and
are facing growing uncertainty about the prospects for their
businesses and for the auto companies that rely on the parts they
ship."  The program provided suppliers with access to government-
backed protection that money owed to them for the products they
ship will be paid no matter what happens to the recipient car
company.  The program is run through American auto companies that
agree to participate in the program.

In its new request for more assistance for auto suppliers, the
MEMA pointed out that the Auto Supplier Assistance Program
launched by the Treasury in March only targets the first tier
suppliers to General Motors Corp. and Chrysler LLC.  Only GM and
Chrysler, both recipients to federal aid, have participated in the
program. It added, "Significant limitations restricted the reach
of this program.  Since it was not fully operational when Chrysler
filed for Chapter 11, many suppliers were left significantly
exposed.  Smaller suppliers in financial distress are completely
dependent upon their first tier customer to provide financial
assistance down through the supply chain.  Suppliers that
manufacture parts in the U.S. but ship to Canada and Mexico for
vehicle assembly are not covered.  Bank restrictions and loan
covenants prevented many eligible suppliers from participating in
the program.  Aftermarket suppliers directly providing replacement
parts to the vehicle manufacturers are not eligible."

The MEMA proposes that Congress pass a short-term incentive
program, which will help bolster the U.S. economy with new car
sales at a time when light vehicle production and sales are at an
all time low.

               Reduced Business for Auto Suppliers

The MEMA noted that in April, vehicle sales plunged by 34.4% when
compared to the same month last year.  For three months ended
March 31, industry vehicle sales decreased by 3.7 million vehicles
(or 20.6%) to 14.4 million vehicles due to continued weakness in
the global economy.  North America decreased by 1.6 million
vehicles (or 36.1%) to 2.8 million vehicles, Europe decreased by
1.4 million vehicles (or 23.7%) to 4.5 million vehicles, the Asia
Pacific region decreased by 531,000 vehicles (or 8.9%) to 5.4
million vehicles, and the Latin America / Africa / Middle East
(LAAM) region decreased by 219,000 vehicles (or 11.9%) to 1.6
million vehicles.  GM said that the decline is due to continued
weakness in the economy which is directly attributable to the
recession in the United States brought about by tightening of the
credit markets and turmoil in the mortgage markets resulting in
reductions in housing values, all of which contributed to
declining consumer confidence.  In the United States, GM sold
413,000 vehicles during the first quarter of 2009, a decline of
approximately 49% compared to the corresponding period in 2008.

Chrysler filed for Chapter 11 on April 30 after failing to obtain
enough concessions from constituents, which was a requirement for
additional U.S. government that would back an out-of-court
restructuring.  General Motors said that in the event that it does
not receive prior to June 1, 2009 enough tenders of its public
unsecured debt to consummate exchange offers, it expects to follow
Chrysler to bankruptcy protection.  Both GM and Chrysler have
previously warned that a bankruptcy filing would hurt sales and
would result to shutdowns, both of which would further hurt
suppliers.  Chrysler has already halted production at many of its
U.S. manufacturing facilities until its bankruptcy court-
sanctioned merger with Fiat SpA is completed.  General Motors has
also announced that it will extend its usual mid-year down time at
many of its North America manufacturing facilities during the
spring and summer of 2009.

GM in a regulatory filing on May 8 acknowledged that Chrysler's
bankruptcy filing are threatening the viability of the suppliers,
many are producing parts for both GM and Chrysler.  Chrysler
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.

Ford Motor Company, the only member of the Big 3 Detroit
automakers that has so far not sought federal aid, has reported
lower sales for the first quarter of 2009.  For the second
quarter, Ford expects to report sales of 435,000 units in North
America, a 250,000 decline from 2008.  Ford has said it might
require a bride loan from the government, in the event of "a
significantly deeper economic downturn or a significant industry
event, such as the uncontrolled bankruptcy of a major competitor
or important suppliers to Ford, that causes major disruption to
our supply base, dealers or creditors and cannot be funded by
other forms of capital."  Standard & Poor's ratings Services said
May 11 that it expects continued heavy cash losses in Ford's
automotive oeprations for at least the next year.  It added that
its 'CCC+/Negative' rating on Ford reflect concerns that "GM
(CC/Negative/--) could file for bankruptcy in the coming weeks and
that low production levels by many automakers broadly are risks to
Ford's liquidity, given the interwoven auto sector supplier base."

"With a continued drop in vehicle production, Chrysler's recent
bankruptcy announcement, and GM's planned summer plant shutdowns,
this crisis is only deepening and more jobs will be lost," the
MEMA said.  Part suppliers directly employ 685,892 workers in the
U.S.

                  Auto Supplier Bankruptcies

Wheel producer Hayes Lemmerz International Inc., which obtains 29%
of revenues from General Motors and Ford, filed for bankruptcy
protection Monday, blaming the global meltdown in the automobile
sector.  Hayes expects global EBITDA to be less than one-half of
the $157 million it recorded in 2008.

Lear Corp., which provides automotive seat systems and other
products, has said that it might file for Chapter 11, if it fails
to obtain relief from lenders regarding a looming May 16, 2009
default under its primary credit facility.  General Motors and
Chrysler accounted for 23% and 3% of Lear's net sales in 2008.

Former Ford unit Visteon Corp, supplier of climate, interiors and
electronics systems to automakers, is exploring various strategic
and financing alternatives, including a bankruptcy filing.  It has
obtained waivers though, but they are set to expire May 30.
Visteon's net sales during the three months ended March 31, 2009
decreased $1.51 billion or 53% when compared to the same period of
2008.

"Lower production levels globally and increases in raw material,
energy and commodity costs during 2008 have resulted in severe
financial distress among many companies within the automotive
supply base," said Lear Corp., which incurred a net loss of $689.9
million in 2008, compared with a net profit of $241.5 million the
year before.  "Several large automotive suppliers have filed for
bankruptcy protection or ceased operations," Lear said in March.

"Without immediate action, communities throughout this country
will needlessly lose essential manufacturing jobs and the U.S.
auto industry will not have a sufficient supply base to
manufacture vehicles in this country," the MEMA said.

                        Ratings Actions

Ratings agencies have lowered ratings of some auto suppliers due
to the expected weak auto sales for 2009, circumstances facing GM
and Chrysler and/or other related factors:

    ArvinMeritor, Inc.    S&P lowered issuer credit rating to
                            'CCC+' from 'B' on February 12, 2009.
                            Fitch lowered the LTD issuer default
                            rating to 'CCC' from 'B-' on March 9,
                            2009.

    Visteon Corp.         S&P lowered issuer credit rating to
                            'CCC+' from 'B-' in January 30 2009

    American Axle &
    Manufacturing
    Holdings Inc.         Moody's lowered the corporate family
                            rating to 'Caa1' from 'B2' on Dec. 16,
                            2008.  S&P lowered the issuer credit
                            rating to 'CCC+' from 'B' on Jan. 12,
                            2009.  Fitch lowered American Axle's
                            LT issuer default rating to 'CCC' from
                            'B-' on April 28, due to GM's shutdown
                            of 13 of its manufacturing plants in
                            North America during the second and
                            third quarters of 2009.

    BorgWarner Inc.       Moody's issued a 'Ba1' LT corporate
                            family rating, with a 'negative'
                            outlook, on March 18, 2009.  S&P
                            issued a downgrade of the issuer
                            credit rating to 'BBB' from 'A-' on
                            January 12, 2009.

    Magna Int'l Inc.      S&P downgraded the issuer credit
                            rating to 'BBB' from 'A-' on April 30,
                            2009.  DBRS downgraded the unsecured
                            debt rating to 'BBBH' from 'A' on
                            May 1, 2009.

    Dana Holdings         S&P lowered its corporate credit
                            rating to 'CC' from 'B' on May 11,
                            2009.

    Tenneco Inc.          Fitch lowered the issuer default
                            rating to 'B-' from 'B' in April 29,
                            2009 due to extended shutdowns
                            scheduled by GM later in 2009, and
                            other factors.

    Continental AG        Fitch on April 30, 2009, placed LT
                            issuer default rating to 'BB' on
                            rating watch negative, citing, among
                            other things, the slump in global
                            vehicle production.

    TRW Automotive
    Holdings Corp.        Fitch on April 28 lowered the issuer
                            default rating from 'B+' to 'B',
                            remaining in watch negative due to
                            uncertain production or sales
                            ramifications of near-term events at
                            General Motors and Chrysler, including
                            bankruptcy filings.

    MetoKote Corporation    Moody's on May 5, 2009, lowered the
                            corporate family rating to 'Caa1' from
                            'B3', noting that while the Company
                            has diversified its industry
                            concentration, it still generates 49%
                            of sales from the automotive end
                            markets, including 19% from the
                            Detroit-3 automakers.

    Stoneridge Inc.       Moody's on May 5 said the corporate
                            rating will remain at 'B2' despite
                            Chrysler's bankruptcy filing.  Outlook
                            is negative.

S&P said May 11 it believes "financial risks will remain
relatively high for most rated auto suppliers this year and next
because of severe and volatile auto markets in North America and
Europe."

"Weak economic conditions are forcing consumers to restrain
spending resulting in a sharp decline in auto sales and
production," said Moody's VP-Senior Analyst Timothy Harrod on
April 30.  According to Moody's, this loss of millions of units of
production is severely pressuring revenue, profitability and cash
flow for the auto parts suppliers.


GENERAL MOTORS: Falls to 76-Year Low After Executives Sell Stock
----------------------------------------------------------------
Bloomberg News said shares of General Motors Corp., which faces a
deadline to restructure or file for bankruptcy, fell to its lowest
in New York trading since 1933 after GM reported May 11 that six
executives sold their shares.  Katie Max at Bloomberg said May 12
that GM declined 29 cents, or 20 percent, to $1.15 at 4:15 p.m. in
New York Stock Exchange composite trading.  According to
MarketWatch, the stock has now shed almost 95% of its value in the
past year.

"The market is saying bankruptcy is probably what's going to
happen," said Kevin Tynan, an analyst at Argus Reseachr in New
York.  He has issued a "sell" rating on the shares.

Shawn Langlois at MarketWatch said, "The proceeds of the sale may
have been relatively insignificant but the message they sent to
shareholders clearly was not, if Tuesday's stock drop is any
indication."

The TCR, citing MarketWatch, reported yesterday that a group of
top GM executives have sold what was left of their personal
stakes.  According to filings with the Securities and Exchange
Commission, the six executives sold nearly 205,000 shares in the
aggregate between Friday and Monday, for $1.45 and $1.61 a share.

"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 MarketWatch.  "Either
way, no matter the outcome, we'll essentially be issuing new
stock."  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."

General Motors CEO Fritz Henderson said at a May 11 conference
that it is now "more probable" for the automaker to file
for bankruptcy protection.  GM, in its quarterly report where it
said it incurred a net loss of $5,899,000,000 on sales of
$22,431,000,000 for three months ended March 31, 2009, warned that
if it does not receive prior to June 1, 2009 enough tenders of its
public unsecured debt to consummate the exchange offers, it
expects to seek relief from the Bankruptcy Code.

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, MarketWatch said.

                    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.


GEORGIA GULF: Lenders Consent to Non-Payment; Noteholders' Pending
------------------------------------------------------------------
Georgia Gulf Corporation received from its senior secured lenders
an amendment to its senior secured credit agreement that allows
the Company to continue to withhold interest payments due on its
2014 senior notes and 2016 senior subordinated notes without
constituting a default under such credit agreement until the
earlier of June 15, 2009, or the first day holders of such notes
or its 2013 senior notes may accelerate the indebtedness under
such notes.

Georgia Gulf had withheld payment of $34.0 million of interest due
April 15, 2009 for the 2014 senior notes and 2016 senior
subordinated notes.  All three of the Company's note issues are
the subject of pending private exchange offers.

Under the indentures governing the 2014 senior notes and 2016
senior subordinated notes, Georgia Gulf has a 30-day grace period
to pay the withheld interest before the note holders can seek
remedies.  The Company is currently in discussions with principal
holders of each issue of its notes seeking forbearance agreements
to provide more time to negotiate the exchange offers.  If the
Company does not obtain such forbearance agreements (and there can
be no assurance that such agreements will be obtained), and does
not pay the withheld interest, the indebtedness under the notes
may be accelerated by the holders on or after May 15, 2009.  The
Company's current liquidity remains essentially unchanged from the
previously disclosed $100 million as of March 31, 2009.

An acceleration of indebtedness under any issue of the notes would
constitute cross defaults under the Company's other note issues
and its senior secured credit facility, permitting the holders of
such debt to accelerate same.  In the event of any such
acceleration, the Company would be required to immediately explore
alternatives which could include a potential reorganization or
restructuring under the bankruptcy laws.  Further, in light of the
security interests the Company has granted to its senior secured
lenders in its assets, including its current assets, a default
under the Company's senior secured credit facility could
materially adversely affect the Company's liquidity.

                       About Georgia Gulf

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

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

                           *     *     *

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

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


GIBRALTAR INDUSTRIES: Likely Violation Won't Move S&P's B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Gibraltar Industries Inc. (B+/Negative/--) are currently
unaffected by the company's announcement that there is an
increased likelihood of noncompliance with its financial covenants
governing its existing bank credit facility.  This is a result of
significantly lower net sales and operating income generated
during the first quarter of 2009.

First quarter 2009 revenue and pro forma operating income declined
about 30% and 190%, respectively, versus the prior year as a
result of appreciably lower sales volumes.  Given S&P's
expectations for challenging operating conditions in the company's
residential, commercial, and automotive end markets to persist
over the next several quarters, Gibraltar could breach its total
leverage ratio covenant of 4.25x and/or interest coverage ratio
covenant of 2.75x in either the June-end or September-end quarter.
S&P's expectation is that if a breach was to occur, the most
likely outcome would be an amendment, leading to a repricing of
the credit facility, thus weakening EBITDA coverage of interest
until operating performance improves.


GMAC LLC: Won't Be Pushed to Ch. 11 if GM Restructuring Fails
-------------------------------------------------------------
Bree Fowler at The Associated Press reports that GMAC Financial
Services said that it won't automatically be forced to file for
bankruptcy protection if General Motors Corp. fails to restructure
itself by June 1.

GMAC chief financial officer Robert Hull, according to The AP,
said that while a Chapter 11 filing at GM would have a negative
effect on GMAC, the two are separate companies and don't guarantee
each other's debt.  The report quoted Mr. Hull as saying, "We want
to see GM succeed, that's for sure, but we're taking the steps we
need to prepare GMAC for whatever happens."

The AP relates that GMAC will benefit from additional business
from Chrysler LLC dealers and customers, as it will become the
preferred lender for that company's clients and will start taking
Chrysler business by the middle of May.

Dennis K. Berman at The Wall Street Journal reports that GMAC
would likely join Fannie Mae, Freddie Mac, American International
Group and Citigroup in the government's investment portfolio.

According to WSJ, the Treasury is in the middle of a plan to turn
privately held GMAC into an auto-lender, financed with taxpayer
dollars and likely falling under taxpayer control.

WSJ relates that GMAC is set to receive two new injections of
government capital, with the first to come by Friday, when the
government will back up GMAC after it takes on the business.  It
could cost the government some $4 billion, the report states,
citing a person familiar with the matter.  According to the
report, the government will also fill an $11.5 billion capital
deficit identified in the "stress test" last week.  The report
says that GMAC's existing capital is around $22 billion.

GMAC, WSJ states, has until November to find funds, with about
$9.5 billion of coming from fresh sources.

                         About GMAC LLC

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

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

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

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

As reported by the Troubled Company Reporter on May 12, 2009,
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC and Residential Capital LLC (both CCC/Negative/C) aren't
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.


GOODMAN GLOBAL: Note Repurchase Won't Change S&P's 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Goodman Global Inc., including its 'B+' corporate credit rating,
are unchanged by the company's report that it has repurchased
$76 million of its senior subordinated notes in April 2009.  While
the company acquired the loans at less than par for $59 million,
S&P does not consider these transactions to be distressed.  S&P
views this as an opportunistic offer by the company, with excess
liquidity utilized to complete the transaction.  Although
noteholders who accepted the offer received a discount to
principal value, Goodman's financial and operating performance is
not indicative of a distressed situation.

The company has reduced its debt leverage since Hellman & Friedman
acquired it in February 2007, cash flows are sufficient to meet
all obligations, and there are no near-term maturities or covenant
compliance issues.  As a result, Goodman redeemed the subordinated
notes at a relatively robust purchase price of $0.75, which in
S&P's view is not indicative of a distressed obligation.


GREGORY DAILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gregory Scott Daily
        5353 Hillsboro Pike
        Nashville, TN 37215

Bankruptcy Case No.: 09-05337

Chapter 11 Petition Date: May 11, 2009

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

Judge: Marian F. Harrison

Debtor's Counsel: William L. Norton, Esq.
                  Bradley Arant Boult Cummings LLP
                  PO Box 340025
                  Nashville, TN 37203
                  Tel: (615) 252-2397
                  Fax: (615) 252-6397
                  Email: bnorton@babc.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


GWLS HOLDINGS: Sale-Related Pact Approved; Panel to Get $1.5 Mil.
-----------------------------------------------------------------
The Hon. Peter J. Walsh, of the U.S. Bankruptcy Court for the
District of Delaware approved an agreement among GWLS Holdings
Inc. and its debtor-affiliates, the Official Committee of
Unsecured Creditors, UBS AG Stanford Branch and certain financial
institution, and Transportation 100 LLC.

The agreement resolved the Committee's objections with respect to
the sale of substantially all of the Debtors' assets to
Transportation 100 LLC.  The Committee will receive about
$1.5 million from the sale of the Debtors' assets, according to
papers filed with the Court.

                        About GWLS Holdings

Headquartered in Dallas, Texas, GWLS Holdings Inc. --
http://www.greatwide.com/-- operate trucking and logistics
company.  The company and 50 of its affiliates filed for
Chapter 11 protection on October 20, 2008 (Bankr. D. Del. Lead
Case No. 08-12430).  Robert S. Brady, Esq., Matthew B. Lunn, Esq.,
at Young, Conaway, Stargatt & Taylor LLP, represents the Debtors'
counsel.  Willkie Farr Gallagher LLP is the Debtors' co-counsel.
Miller Buckfire & Co., LLC, is the Debtors' financial advisor.
The U.S. Trustee for Region 3 appointed two creditors to serve on
the Official Committee of Unsecured Creditors.  Pepper Hamilton
LLP represents the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $500 million and $1 billion each.


HAIGHTS CROSS: Houlihan Lokey Hired for Debt Restructuring
----------------------------------------------------------
Haights Cross Communications Inc. has engaged Houlihan Lokey
Howard & Zukin Capital, Inc. as financial advisors to help
implement amendments to its credit agreement and to explore other
potential debt restructuring alternatives.

As of May 11, 2009, Haights has not filed its 2008 annual report
on Form 10-K.  Haights said that it has violated terms of the
credit agreement for its senior secured term loan after it failed
to file the 10-K by April 15.  In connection with the defaults
under the Credit Agreement, the Company has entered into a short-
term forbearance with its lenders.

Under the terms of the forbearance, the Lenders have agreed not to
exercise their rights under the Credit Agreement as a result of
these and certain related defaults during the forbearance period,
subject to certain conditions and provided that no further
defaults arise during the forbearance period.  In addition,
commencing April 15, 2009, the Company has agreed to pay the
Lenders the default rate of interest under the Credit Agreement,
an increase of 2% over the stated variable rate.  Upon expiration
of the forbearance period, the forbearance will be immediately and
automatically terminated and be of no further force or effect.
The Company is currently in discussions with its Lenders to extend
the forbearance and amend its Credit Agreement to, among other
things, avoid further defaults under that agreement.

The Company is continuing to work towards completing its financial
statements and filing its Annual Report.  Haights, in its Form NT-
10K submitted to the Securities and Exchange Commission said it
requires additional time to file its Annual Report to
appropriately review the valuation of its intangible assets and
goodwill pursuant to Statement of Financial Accounting Standards
("SFAS") 142, "Goodwill and Other Intangible Assets," and SFAS
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets."

Haights' third quarter results disclosed that it incurred a net
income of $5,854,000 on net revenues of $135,087,000 for nine
months ended Sept. 30, 2008.  It had assets of $283,825,000 on
debts of  $425,112,000 as of Sept. 30, 2008.  Its Form 10-Q/A for
the third quarter of 2008 filed May 7, 2009, is available at:

            http://researcharchives.com/t/s?3cc8

White Plains, New York-based Haights Cross Communications --
http://www.haights.com-- is a developer and publisher of products
for the K-12 Education and library markets.  The Company was a
leading publisher of test preparation and supplemental education
materials before it sold most of its operating assets. Its
imprints included Buckle Down, Sundance Publishing, and Triumph
Learning.

As reported by the TCR on April 29, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating and issue-
level ratings on Haights Cross Communications Inc. and related
entities by one notch.  S&P lowered the corporate credit rating to
'CCC-' from 'CCC'.  The rating outlook is negative.  "The
downgrade reflects the company's announcement that it is
exploring potential debt restructuring alternatives," said
Standard & Poor's credit analyst Tulip Lim.  "Additionally, HCC
has not filed its audited annual 10-K report, which was due on
April 15, 2009, as specified in its credit agreement."


HEXCEL CORP: S&P Keeps B+ Issue-Level Rating on $225MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating to Hexcel Corp.'s (BB/Stable/--) proposed senior secured
credit facilities, two notches above the corporate credit rating
on the company.  In addition, S&P assigned a '1' recovery rating
to both tranches (the $100 million revolving credit facility due
2013 and the $200 million term loan due 2014), indicating an
expectation of very high (90%-100%) recovery of principal and
prepetition interest in the event of a payment default.  The new
facilities replace Hexcel's current revolving credit facility,
which matures March 2010, and term loan tranches B and C, which
mature in 2012.

S&P also affirmed the 'B+' issue-level rating on Hexcel's
outstanding $225 million 6.75% senior subordinated notes (two
notches below the corporate credit rating).  The '6' recovery
rating on these notes remains unchanged, reflecting an expectation
of negligible (0%-10%) recovery in the event of a payment default.

This analysis assumes the successful closing of the proposed
credit facilities and that proceeds from the new credit facilities
will be used to repay the Hexcel's existing credit facilities, the
ratings on which will be withdrawn upon closing.  For the full
recovery analysis, see the recovery report on Hexcel to be
published on RatingsDirect following release of this report.

"The corporate credit rating on Hexcel reflects its participation
in the competitive and cyclical commercial aerospace industry, now
in a downturn, and the company's need to make significant
investment in additional carbon-fiber capacity to support
increased demand from newer, wide-body planes," said Standard &
Poor's credit analyst Roman Szuper.  "Those factors are partly
offset by Hexcel's position as a leading global manufacturer of
advanced composite materials and a financial profile that is
somewhat better than average for the rating."

Stamford, Connecticut-based Hexcel is a leader in the composites
industry, producing lightweight, high-performance carbon fibers,
industrial fabrics, specialty reinforcements, carbon prepregs,
structural adhesives, honeycomb, and composite structures for the
commercial aerospace, defense and space, and industrial sectors.
The company concentrates on serving growing markets in which it
has a competitive advantage.

                           Ratings List

                           Hexcel Corp.

  Corporate Credit Rating                          BB/Stable/--

                         Ratings Assigned

                           Hexcel Corp.

                          Senior Secured

       US$100 mil. revolving credit fac due 2013     BBB-
        Recovery Rating                              1
       US$200 mil. term loan due  2014               BBB-
        Recovery Rating                              1

                         Ratings Affirmed

                            Hexcel Corp.

                            Subordinated

        Local Currency                               B+
        Recovery Rating                              6


HOUGHTON MIFFLIN: Moody's Withdraws Ratings for Business Reasons
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Houghton
Mifflin Harcourt Publishing Company for business reasons.

These ratings were withdrawn:

  -- Corporate Family rating
  -- Probability of Default rating
  -- Senior secured first lien revolving credit facility
  -- Senior secured first lien term loan B
  -- Senior secured second lien term loan

The most recent rating action occurred on April 10, 2009, when
Moody's downgraded HMH's Corporate Family rating and Probability
of Default ratings each to Caa3 from Caa1.

HMH's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance for risk.
These attributes were compared against other issuers both within
and outside of HMH's core industry and HMH's ratings are believed
to be comparable to those of other issuers of similar credit risk.

Headquartered in Boston, Massachusetts, Houghton Mifflin Harcourt
Publishing Company is one of the largest U.S. educational
publishers with revenues of approximately $2.1 billion.


INDALEX HOLDINGS: Section 341(a) Meeting Set for May 28
-------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of creditors of Indalex Holdings
Finance, Inc., and its debtor-affiliates on May 28, 2009, at 10:00
a.m. (prevailing Eastern Time), at the J. Caleb Boggs Federal
Building, 844 North King Street, 2nd Floor, Room 2112, Wilmington,
Delaware 19801.

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 Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor
Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005
from Honeywell International Inc. for $425 million.
Indalex is the 12th investment by Boca Raton, Florida-based
Sun Capital to file in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totaling $456 million.


INTERNATIONAL COAL: S&P Junks Ratings on Senior Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it corrected its
issue-level and recovery ratings on International Coal Group
Inc.'s senior unsecured notes due 2014.  S&P is lowering the
rating on these notes to 'CCC' (two notches below the corporate
credit rating) from 'B-' and revising the recovery rating to '6'
from '4'.  The ratings indicate S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default.

On September 15, 2008, S&P incorrectly revised S&P's ratings on
these notes based on S&P's treatment of these securities as
priority obligations relative to the company's existing senior
unsecured convertible notes due 2012.  In fact, these securities
rank pari passu within ICG's capital structure and S&P's revised
ratings reflect this.  (See "Outlook on International Coal Group
LLC Revised To Developing From Negative," published September 15,
2008.)

The issue-level and recovery ratings on ICG's senior secured
revolving credit facility and senior convertible notes due 2012
remain unchanged.

The issue-level rating on the senior secured revolving credit
facility is 'B+' (two notches above the corporate credit rating)
with a recovery rating of '1', indicating S&P's expectation of
very high (90% to 100%) recovery in the event of a payment
default.  The issue-level rating on the senior convertible notes
is 'CCC' (two notches below the corporate credit rating) with a
recovery rating of '6' indicating S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default.

                          Ratings List

                  International Coal Group LLC

         Corporate credit rating           B-/Negative/--

                         Ratings Revised

                    International Coal Group Inc.

                                            To          From
                                            --          ----
          Senior unsecured notes due 2014   CCC         B-
           Recovery rating                  6           4


INVESTCORP BANK: Fitch Downgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded the long- and short-term Issuer
Default Ratings respectively of Investcorp Bank BSC and its
subsidiaries Investcorp SA and Investcorp Capital Ltd to 'BB+' and
'B'.  The long-term IDRs remain on Rating Watch Negative.

The downgrade reflects Investcorp's weakened capital position and
Fitch's concerns regarding its ability to raise additional capital
to maintain an ample cushion around earnings volatility.  To date,
capital commitments have not yet been sufficient to maintain its
current ratings, a key rating driver that Fitch noted in its last
commentary on Feb. 12, 2009.  Fitch recognizes that the firm has
aggressively reduced leverage and exposure to hedge funds however;
the firm faces significant debt maturities over the next two years
and refinancing opportunities have been more difficult in this
environment.

Current liquidity will satisfy near-term obligations although the
firm's cash cushion will decline.  The firm's ability to meet
longer-term obligations will remain under pressure absent
additional capital as liquidity and market value of private equity
and real estate investments are expected to remain highly
variable.  Fitch believes that exits from private equity and real
estate investments are unlikely over the near term and assets will
continue to experience some declines in value.  Any further
material declines in client assets under management from
redemptions and asset value depreciation will reduce revenue
generation.  AUM is a key component of the company's earnings
performance via fees.

Investcorp remains on Rating Watch Negative due to lingering
concerns about its capital levels and lower earnings performance.
The Rating Watch may be resolved at fiscal year end pending
further capital raises and financial performance.  Ratings may
face an additional notch downgrade if additional capital is not
raised or in the case of negative financial performance and
diminished liquidity.  Additional capital raised accompanied by
stabilization in the firm's client AUM levels, asset values, and
earnings performance will likely stabilize the ratings.  While
there has been some improvement in the firm's fund of hedge fund
performance, Fitch believes it remains too early to be indicative
of an overall trend.

Investcorp's current ratings are supported by the strength of its
Gulf-based franchise, diversified funding mix (by tenor and
source), and demonstrated alternative investment expertise.

Fitch has downgraded these ratings which remain on Rating Watch
Negative:

Investcorp Bank BSC

  -- Long-term Issuer Default Rating (IDR) to 'BB+' from 'BBB-';

Investcorp SA

  -- Long-term IDR to 'BB+' from 'BBB-';

Investcorp Capital Ltd.

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Senior debt to 'BB+' from 'BBB-'.

Fitch has downgraded and removed these ratings from Rating Watch
Negative.

Investcorp Bank BSC

  -- Short-term IDR to 'B' from 'F3';

Investcorp SA

  -- Short-term IDR to 'B' from 'F3';

Investcorp Capital Ltd.

  -- Short-term IDR to 'B' from 'F3'.

Fitch has not changed these ratings which remain on Rating Watch
Negative:

Investcorp Bank BSC

  -- Individual at 'C';

Investcorp SA

  -- Individual at 'C';

Investcorp Capital Ltd.

  -- Individual at 'C'.

Fitch has affirmed these ratings:

Investcorp Bank BSC

  -- Support '5';
  -- Support floor 'NF'.

Investcorp SA

  -- Support '5';
  -- Support floor 'NF'.

Investcorp Capital Ltd.

  -- Support '5'.


ISTAR FINANCIAL: Challenged Liquidity Cues Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of iStar Financial to Caa1 from B2.  The rating outlook remains
negative.

The rating action is based on the REIT's challenged liquidity and
the limited visibility surrounding its ability to meet its short-
term funding obligations.  During its recent 1Q09 earnings call,
the REIT indicated that it had $500 million in cash and $500
million bank line availability to fund its $1 billion debt
maturities and $800 million funding commitments remaining in 2009.
iStar has approximately $540 million of unsecured bonds maturing
in 1Q10.  Additional sources include loan repayments and asset
sales; however, loan repayments are unpredictable given the
continued lack of liquidity in the real estate debt markets and
asset sales have relatively long lead times.  In addition, iStar
only retains 30% of any loan repayments from the Fremont portfolio
until the $1 billion A-participation interest is repaid.

The negative outlook reflects the risks surrounding asset
repayments, asset sales, and resolution of its non-performing
assets in the face of continued challenges in the debt capital
markets, especially for commercial real estate.  Moody's expects
iStar's non-performing assets to growth further and credit metrics
to remain weak.

A rating downgrade would likely result if iStar's liquidity
continues to be challenged, with a multi-notch downgrade possible
should vagueness remain about the sources available to meet its
2009 obligations.  In addition, any breach of bond or bank
covenants would also result in a downgrade.  Moody's stated that a
return to a stable outlook would be predicated upon iStar's
demonstrated ability to meet its funding needs over the next
twelve months.

These ratings were downgraded with a negative outlook:

* iStar Financial Inc. -- Senior unsecured debt to Caa1 from B2;
  preferred stock to Caa3 from Caa1; senior debt shelf to (P)Caa1
  from (P)B2; subordinated debt shelf to (P)Caa2 from (P)B3;
  preferred stock shelf to (P)Caa3 from (P)Caa1.

Moody's last rating action with respect to iStar Financial Inc.
was on February 27, 2009 when Moody's downgraded the senior
unsecured ratings to B2 from Ba3.  The rating outlook was
negative.

iStar Financial Inc. is a property finance company that elects
REIT status.  iStar provides structured mortgage, mezzanine and
corporate net lease financing.  iStar Financial is headquartered
in New York City, and had assets of $14.8 billion and equity of
$2.3 billion as of March 31, 2009.

iStar Financial's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of iStar's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


ITE-INNOVATIVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ITE-Innovative Truck & Equipment, Inc.
           dba Innovative Truck & Equipment, Inc.
        1651 Columbus Parkway
        Opelika, AL 36804

Bankruptcy Case No.: 09-31239

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: James L. Day, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

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

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

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

          http://bankrupt.com/misc/almb09-31239.pdf

The petition was signed by Tim Baker, president of the Company.


LANDAMERICA FINANCIAL: PBGC to Cover $36MM Pension Plan Shortfall
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation is taking responsibility
for the underfunded pension plan covering some 9,600 employees and
retirees of LandAmerica Financial Group Inc. of Glen Allen, Va., a
bankrupt real estate services firm.

The PBGC's move to assume the pension plan comes ahead of a May 14
bankruptcy court hearing on the sale of stock in LandAmerica
subsidiaries.  By the agency's action to end the pension plan
before the sale, the company's subsidiaries remain liable for the
plan's unfunded benefit liabilities. Under the Employee Income
Retirement Security Act of 1974 (ERISA), the federal legislation
that created the PBGC, the agency is empowered to collect claims
from members of a plan sponsor's controlled group, such as the
subsidiaries of LandAmerica that may be sold this week. Such
entities are directly or indirectly 80-percent owned by their
parent company.

The LandAmerica Cash Balance Plan is 85 percent funded, with
assets of $210 million and benefit liabilities of $246 million,
according to PBGC estimates.  The agency expects to cover the
entire $36 million shortfall. The plan was frozen as of March 16,
2005.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ends on May 11,
2009.  Retirees and beneficiaries will continue to receive their
monthly benefit checks without interruption, and other
participants will receive their pensions when they are eligible to
retire.

Within the next several weeks, the PBGC will send notification
letters to all participants in the LandAmerica plan.  Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore participants in this pension plan are subject to the
limits in effect on November 26, 2008, which set a maximum
guaranteed amount of $51,750 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
-- http://www.pbgc.gov/-- or call toll-free at 1-800-400-7242.
For TTY/TDD users, call the federal relay service toll-free at 1-
800-877-8339 and ask for 800-400-7242.

Retirees of LandAmerica Financial Group Inc. who draw a benefit
from the PBGC may be eligible for the federal Health Coverage Tax
Credit.

Assumption of the plan's unfunded liabilities will increase PBGC's
claims by $31 million and was not previously included in the
agency's fiscal year 2008 financial statements.

The PBGC is a federal corporation created under ERISA.  It
currently guarantees payment of basic pension benefits earned by
44 million American workers and retirees participating in over
29,000 private-sector defined benefit pension plans. The agency
receives no funds from general tax revenues. Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion
W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods
LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAW DEVELOPERS: Court Prohibits Deed of Trust Reformation
---------------------------------------------------------
WestLaw reports that under heavily criticized, but nonetheless
governing Fourth Circuit precedent, the actual knowledge that a
Chapter 11 debtor possessed, as a party to the deed of trust
documents, of the real property that the parties meant to encumber
prevented the debtor from assuming the status of an innocent bona
fide purchaser for purposes of cutting off whatever reformation
rights the deed of trust creditor otherwise had to reform an
erroneous legal description of the property in the deed of trust
documents.  Nonetheless, the creditor's reformation rights were
cut off, as of the date of commencement of the bankruptcy case,
based on the debtor-in-possession's status, not as a bona fide
purchaser, but as a judicial lien creditor presumed not to have
any knowledge of the mistake.  In re Law Developers, LLC, --- B.R.
----, 2008 WL 2570863 (Bankr. E.D.N.C.).

Law Developers, L.L.C., filed for chapter 11 protection on
Feb. 14, 2008 (Bankr. E.D.N.C. Case No. 08-00965), estimating its
assets and liabilities between $1 million and $10 million.
Trawick H Stubbs, Jr., at Stubbs & Perdue, P.A., in New Bern,
N.C., represents the Debtor.


LEHMAN BROTHERS: Collapse Cues UK Treasury to Fix Insolvency Law
----------------------------------------------------------------
The United Kingdom Treasury will overhaul its insolvency law after
the demise of Lehman Brothers Holdings, Inc., various news reports
stated May 11, 2009.  The Treasury issued a document acknowledging
the need for the country's insolvency laws to be revised.  The
document, according to Edmund Conway at Telegraph U.K., is likely
to be followed by legislation in the coming years.

The document, the Financial News Online said, was made in answer
when an industry body chaired by the Chancellor of the Exchequer
called for large-scale reform to the way domestic bank failures
are managed.  Only minor changes are required to improve the
system, the news agency said citing the U.K. Treasury document.

The U.K. Treasury, Gonzalo Vina at Bloomberg News said, calls for
faster payments to creditors and greater clarity on trades in the
event an investment bank collapses.  Investors in the revised
insolvency law, he stated, will have more protection and
information to determine the legal position of outstanding trades
once liquidators have been called in.

After Lehman's collapse in September 2008, Mr. Conway at the
Telegraph U.K. related, many criticized the bankruptcy
arrangements in the U.K., which, he pointed out, make no allowance
for the type of institution affected and was being harsher on
creditors than the analogous regimes overseas.  He added that many
analysts have said that Lehman has moved many of its London assets
to New York because of the protections afforded by Chapter 11 of
the U.S. Bankruptcy Code.

"The reforms considered in this report demonstrate the [U.K.]
government's commitment both to financial stability, and to the
future of London as a global investment banking hub," Treasury
minister Paul Myners in a statement today.

A full-text copy of the U.K. Treasury document is available for
free at http://ResearchArchives.com/t/s?3cb5

The U.K. overhaul would allow creditors early access to some
unsecured assets instead of having to wait until the whole
liquidation process is complete, Bloomberg said.  That shift is
designed to strengthen financial stability, Mr. Myners stated in
the press release.  A second pillar of the reform would seek to
force investment banks to make more use of clearing houses for
trades, Bloomberg added.  It would also require greater legal
clarity on trades so that counterparties understand their
position in case of administration.

About 1.5 million over-the-counter cash equity trades, exchange-
traded derivatives and other derivative contracts were open in
the U.K. when Lehman's European unit ceased trading in September,
Bloomberg related.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Employee-Led Group Completes Buy-Out of Neuberger
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates informed the U.S.
Bankruptcy Court for the Southern District of New York that it has
completed the sale of Neuberger Berman Group LLC to NBSH
Acquisition LLC on May 4, 2009.  NBSH Acquisition is the Delaware
limited liability company formed by certain senior managers of
Neuberger Berman.

The Debtors also filed with the Court a full-text copy of the
second amendment to their unit purchase agreement available for
free at http://bankrupt.com/misc/Lehman2ndAmendedAgreement.pdf

The management group submitted a bid that is $176 million more
than the $2.15 billion bid submitted by Bain Capital LLC and
Hellman & Friedman LLC.  The sale of Neuberger Berman to the
management group provides $922 million in proceeds to the Debtors'
estate before a break-up fee of $52.5 million.

NBSH in a statement said the completion of the Neuberger Berman
creates one of the world's largest private, independent money
managers with approximately $158 billion in assets under
management for institutions and individuals.  "New York-based
Neuberger Berman is now majority-owned by an employee group
consisting of portfolio managers and senior professionals of the
newly independent company.  The firm's previous owner, Lehman
Brothers Holdings Inc., retains the remainder," NBSH said.

Formed in 1939, Neuberger Berman employs approximately 1,600
people, including more than 250 investment professionals, and is a
leading provider of global equity, fixed income and alternative
investment solutions to institutions and individuals through
customized separately managed accounts and funds.  Approximately
50% of the assets are managed in core and specialty fixed income
and liquidity portfolios, approximately 40% in a broad range of
equity portfolios, and approximately 10% in alternative investment
products including hedge funds and private equity funds.

"We are thrilled to begin this new chapter in Neuberger Berman's
rich investment history," said George Walker, chairman and chief
executive officer of Neuberger Berman.  "Our newly independent
company offers enduring qualities for all investment seasons: deep
experience, solid performance, and a lasting partnership with our
clients."

"Neuberger Berman brings to the marketplace seven decades of
experience in managing the valued assets of families and
institutions," said Joseph V. Amato, president of Neuberger
Berman.  "We are confident our clients and colleagues will
continue to benefit from our distinct investment culture, intense
focus on research, and commitment to client service."

"This is a particularly proud day for me," said Roy R. Neuberger,
who co-founded Neuberger Berman in 1939.  "It is wonderful to see
the firm independent once again, and moving forward with a
continuing commitment to common-sense investing and putting its
clients first."

William J. Fox and Jack D. McCarthy, Jr., managing directors of
Alvarez & Marsal, the professional services firm overseeing Lehman
Brothers Holdings and working to maximize value for creditors,
will both serve on the board of the newly independent firm.

"This transaction represents a superb outcome for the Lehman
estate and its creditors, as well as for Neuberger Berman's
clients and employees," said Mr. Fox. "We are pleased to be able
to support Neuberger Berman as it re-establishes its
independence."

"For seven decades -- including more than 60 years as an
independent company -- Neuberger Berman has been a highly
successful asset management business," said Mr. McCarthy.  "The
firm's strong management, long-term track record and stability
position it well for great opportunities ahead."

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: HKMA Reports Progress of Investigations
--------------------------------------------------------
The Hong Kong Monetary Authority on Friday said there are
currently 48 Lehman-Brothers-related cases under disciplinary
consideration.  These are cases that have gone through detailed
investigation by the HKMA.

"A number of cases are at a very advanced stage of the enforcement
process.  Before making a final determination in these cases, we
have to go through due process to ensure fairness, including
giving the subjects of investigation an opportunity to be heard,"
said by an HKMA spokesperson.

The HKMA has referred no cases to the Securities and Futures
Commission (SFC) this week.  Since 17 October 2008 the HKMA has
referred a total of 445 Lehman-Brothers-related cases, involving
16 banks, to the SFC for further action.  These cases have been
reviewed by the HKMA, which has determined that there are
sufficient grounds for referring them to the SFC to facilitate its
investigations into banks.

The HKMA has, up to 7 May 2009, received 20,913 complaints
concerning Lehman-Brothers-related products, of which 20,744
complaints have gone through the preliminary assessment process.
As a result of the assessment, the HKMA is currently investigating
5,915 cases and seeking further information on 13,791 cases.  A
total of 990 complaints have been closed as there was no
sufficient prima facie evidence found after the preliminary
assessment process or no sufficient grounds and evidence found
after the detailed investigation.  "The closure of these cases
will not affect the top-down investigations being undertaken by
the SFC at the bank level," the HKMA spokesman said.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Inks Pact Allowing HSBC Bank to Set Off Claim
--------------------------------------------------------------
Prior to its bankruptcy filing, Lehman Brothers Holdings Inc.
entered into an agreement dated September 9, 2008, with HSBC Bank
Plc.

The agreement provides that, under certain circumstances, funds
held by HSBC in three accounts in the name of LBHI may be used to
secure debts, including potential overdrafts and debit balances
that LBHI, Lehman Brothers International (Europe), or Lehman
Brothers Limited may owe to HSBC resulting from the operation of
their customer accounts.  As of April 28, 2009, one of these
accounts has a balance in the sum of EUR343,446,459.

On October 31, 2008, Royal Bank of Scotland caused a misdirected
payment in the sum of GBP605,000 to be deposited in one of the
customer accounts in the name of LBHI.  As of April 23, 2009,
this customer account is overdrawn in the sum of GBP99,992,714
plus accrued interest in the sum of GBP69,347.

LBHI and HSBC agree that HSBC can setoff the amount it is owed on
account of (i) the GBP605,000, and the (ii) GBP99,992,714, plus
accrued interest and all costs and expenses it incurred in
connection thereto, against the EUR343,446,459.  The parties also
agree to address issues surrounding HSBC's additional alleged
setoff rights against the Debtors.

To materialize their agreements, LBHI and HSBC entered into a
stipulation, which permits HSBC to (i) convert the EUR343,446,459
to British pounds in an amount equal to its claim; (ii) to setoff
its claim against the EUR343,446,459; and (iii) to close the
customer account.

Under the stipulation, HSBC is required to provide written notice
to Alvarez and Marsal, and Weil Gotshal & Manges LLP, containing
a final accounting of the amount of its claim and its various
components.

LBHI is given three days after receipt of the notice to contest
the amount.  If LBHI objects to the amount, HSBC cannot setoff
its claim unless and until they reach an agreement or there is a
court order authorizing the setoff.

Upon resolution, HSBC is required to remit the GBP605,000 to
Royal Bank.  LBHI and HSBC are also required under the
stipulation to release each other from all liabilities in
connection with HSBC's claim.  The stipulation, however, does not
affect any other claims between the companies including HSBC's
additional claim; and does not limit the right of HSBC to impose
an administrative freeze on the three accounts it or LBHI's right
to contest
such action.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: LBI Trustee Seeks Approval of Wells Fargo Deal
---------------------------------------------------------------
Wells Fargo Bank, N.A., serves as Trustee of the T&W Lease-Backed
Notes, Series 1998-A, T&W Lease-Backed Notes, Series 1998-B,
and T&W Funding Company XII, L.L.C. Lease-Backed Notes, Series
1999-A.  These Indentures were entered into among Wells Fargo,
Lehman Receivables III, L.L.C.

The Notes are formally registered in the name of Cede & Co.  The
parties believe that the beneficial holders of the Notes are
United of Omaha Life Insurance Company, Transamerica Life
Insurance Company, Transamerica Financial Life Insurance Company,
Aviva Life and Annuity Company, The Northwestern Mutual Life
Insurance Company, and LBI.

Accel Capital Corporation and Venstar Leasing, Inc., acted as
subservicer to T&W Financial with respect to certain Canadian
leases that were part of the security for the Notes.  T&W
Financial ceased operations early in 2000 and eventually filed
for bankruptcy.  FINOVA Loan Administration was appointed to
replace T&W Financial as servicer of the Accel Leases.  KPMG LLP
was appointed receiver of the Venstar Leases but Venstar
continued to service the Venstar Leases.

LeaseDimensions Inc. replaced FINOVA as servicer of the Accel
Leases as of December 1, 2001.  LeaseDimensions is currently the
servicer of the Leases.  In 2000, FINOVA deposited money into an
escrow account at the Bank of Montreal.  On April 2, 2008, Bank
of Montreal transferred the escrowed funds to LeaseDimensions,
which transferred the funds to Wells Fargo on April 4, 2008.  The
amount of the funds relating to the Accel Leases is $457,931.

As Venstar collected payments on the Venstar Leases, it would
transfer the collected money to Wells Fargo.  LeaseDimensions
would include the payments from Venstar on its monthly servicer
reports, which dictated the amounts of money that would be
distributed to the various parties who had an interest in the
money collected.

In June 2002, LeaseDimensions inadvertently failed to include one
month's worth of collections on the Venstar Leases on its monthly
servicer report.  Thus, that one month's worth of collections was
never distributed to the Noteholders who were entitled to receive
those proceeds.  The amount of the funds that were not distributed
due to the oversight in June 2002 is $26,753.

On December 11, 2008, Wells Fargo filed a Complaint for
Interpleader and Declaratory Relief, commencing Civil No. 08-
6349, in the United States District Court for the District of
Minnesota to resolve disputes that arose as to the proper
distribution of the Venstar Funds and Accel Funds.  In connection
with the Action, Wells Fargo deposited the Venstar Funds and
Accel Funds with the Clerk of the District Court.

To resolve the disputes, James W. Giddens, as Trustee for the
SIPA liquidation of the business of Lehman Brothers Inc., Wells
Fargo, LeaseDimensions, and the Noteholders ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
an agreement they entered into.  The agreement states that:

   (a) The attorneys' fees of Faegre and Benson for Wells Fargo
       in connection with the negotiation, execution and
       performance of the Agreement and to file and maintain the
       Action, and the attorneys' fees of DLA Piper to draft and
       revise the Agreement, will be subtracted pro rata from the
       Accel and Venstar Funds before distribution.  The Accel
       and Venstar Funds left after these fees are subtracted
       will be referred to as the "Remaining Accel Funds" and the
       "Remaining Venstar Funds."

   (b) Holders of the 1998-A Class A Notes will receive 2.66% of
       the Remaining Accel Funds, which funds will be distributed
       pro-rata, as:

                                Original
          Holder            Principal Balance         %
          ------            -----------------       -----
          Aviva                 $7,389,500          9.55%
          NMLIC                $20,000,000         25.84%
          United of Omaha      $15,000,000         19.38%
          LBI                  $35,000,000         45.23%

   (c) Holders of the 1999-A Class A Notes will receive 52.49% of
       the Remaining Accel Funds, which funds will be distributed
       pro-rata as:

                                Original
          Holder            Principal Balance         %
          ------            -----------------       -----
          LBI                  $73,049,000         70.89%
          TLIC                 $20,000,000         19.41%
          TFLIC                $10,000,000          9.70%

   (d) Holders of the 1998-B Notes will receive 44.85% of the
       Remaining Accel Funds.  Of the amount, 92.2% will be
       distributed pro-rata to the holders of the 1998-B Class A
       Notes, as:

                                Original
          Holder            Principal Balance         %
          ------            -----------------       -----
          NMLIC                $23,715,000         33.11%
          Northwestern Long
             Term Care
             Insurance Co.      $1,100,000          1.54%
          TLIC                 $12,947,000         18.08%
          JPMorgan Chase       $33,849,405         47.27%

       and 7.8% will be distributed pro-rata to the 1998-B Class
       B Notes, as:

                                Original
          Holder            Principal Balance         %
          ------            -----------------       -----
          United of Omaha       $4,721,631           100%

   (e) Holders of the 1998-B Class A Notes will receive 100% of
       the Remaining Venstar Funds, as:

                                Original
          Holder            Principal Balance         %
          ------            -----------------       -----
          NMLIC                $23,715,000         33.11%
          NLTCIC                $1,100,000          1.54%
          TLIC                 $12,947,000         18.08%
          JPMorgan Chase       $33,849,405         47.27%

   (f) In addition to seeking approval from the Bankruptcy Court,
       Wells Fargo will also ask the Minnesota Court to approve
       the agreement and dismiss the Action with prejudice.

   (g) Immediately after the Court delivers the Venstar Funds and
       Accel Funds to Wells Fargo, Wells Fargo will distribute
       all of the Accel and Venstar Funds as described in the
       Agreement; provided that Wells Fargo will distribute the
       portion of the Remaining Accel Funds and Remaining Venstar
       Funds allocable to JPMorgan Chase to the Trustee, who will
       in turn distribute those funds to JPMorgan Chase.

   (h) Each of the Parties, by executing the Agreement, releases
       all claims that it or they may have against any of the
       other Parties related to the Venstar Funds and the Accel
       Funds, except for each of their rights and obligations, if
       any, under the Agreement.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Local Units Seek US Government's Aid After Losses
------------------------------------------------------------------
State and local governments that lost $1.7 billion in investments
related to Lehman Brothers Inc.'s collapse in September 2008 are
seeking help from the U.S. Government to use its $700 billion
Troubled Asset Relief Program to let rescue them.

That step, according to Michael Crittenden of The Wall Street
Journal, would be a departure from U.S. Treasury Department
policy, which has primarily focused on propping up the struggling
banking industry.  But local government officials say the
government's decision to let Lehman fail where other firms were
rescued makes it a special case.

"The decision to treat Lehman Brothers' financial situation
differently than other financial institutions resulted in
devastating consequences on state and local governments," Karen
Rushing, clerk of the circuit court and comptroller for Sarasota
County in Florida, said before the U.S. House Financial Services
Committee.  She added that the county was holding $40 million in
Lehman bonds at the time the firm filed for bankruptcy.  A county
study found that for every $10 million in losses, the local
government loses roughly 95 jobs and $12.7 million in economic
output, she said, the Journal related.

Ron Galatolo, chancellor of the San Mateo Community College
District in California, also told the Committee that losses on
Lehman assets consumed most of the district's operating reserves
and reduced the budget by roughly 10%.  "As a result of our
reserves being eliminated by the Lehman bankruptcy, we have no
viable option other than to immediately reduce our teachers and
support staff in addition to our shrinking academic programs and
services," Mr. Galatolo told the Journal.

"TARP has helped our private industries, it should also help our
local communities," Rich Gordon, a supervisor from San Mateo
County, in California, told the Senate Committee, Mercury News
related.  San Mateo County's investment pool -- a portfolio used
by cities, school districts and other public entities in the
county -- took a $155 million hit after Lehman declared
bankruptcy, the newspaper related.  San Mateo has sued Lehman
executives and is also trying to recover funds in the bankruptcy
court overseeing Lehman's case.

The Journal said some House Democrats are pushing legislation
that would require the U.S. Treasury to buy up the Lehman assets
from municipal governments at face value.  The Treasury is
authorized to purchase those assets under the $700 billion TARP
but has yet to do so, the Journal pointed out.

On the other side of the fence, top panel Republicans, according
to the Journal, expressed concern about the prospect of rescuing
local governments from their mistakes, even as government policy
is to not let any major financial institutions fail.  Rep.
Spencer Bachus of Alabama, the panel's top GOP member, said
constituents are in a state of "bailout fatigue," while Rep. Ed
Royce of California said the government shouldn't be picking
winners and losers, the Journal quoted them as saying.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Retired Teacher Complains of Weil Gotshal's Fees
-----------------------------------------------------------------
Edith S. Hall sent a letter dated April 17, 2009, to Judge Stuart
M. Bernstein, chief bankruptcy judge of the U.S. Bankruptcy Court
for the Southern District of New York, to object to the
"exorbitant payment" requested by Weil, Gotshal & Manges LLP for
the firm's work in the bankruptcy cases of Lehman Brothers
Holdings, Inc., and its affiliates.

"At a time when the economy is in crisis and executive bonuses
are being questioned, I feel these fees are excessive and should
be capped," Ms. Hall said in the letter.

Weil Gotshal asked for the allowance of $55,140,791 for fees for
the services the firm rendered to Lehman Brothers as the financial
institution's lead bankruptcy counsel for the period beginning
September 15, 2008, to January 31, 2009.  Weil Gotshal also sought
reimbursement of $1,336,880 for other expenses.

Ms. Hall said she is a retired teacher who purchased $50,000 of
Lehman's corporate bonds, dated February 15, 2005.

Maria Parks, Courtroom Deputy of Judge Bernstein's chambers,
notified Ms. Hall that her letter is forwarded to Judge Peck's
chambers.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Teva Entities Seek Payments to Non-Lehman Account
------------------------------------------------------------------
Teva Pharmaceutical Works Company and Teva Hungary Pharmaceutical
Marketing Privat Limited Company separately seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
direct postpetition dividend payments for the benefit of TPW to an
account other than one maintained at Lehman Brothers Inc.

If applicable, the Teva Entities ask the Court to lift the
automatic stay to effectuate its request.

The Teva Entities are Hungarian companies that, prior to the
Petition Date, entered into separate corporate client agreements
with LBI pursuant to which LBI agreed to act as the entities'
broker and dealer.  The Accounts remain with LBI and were not
transferred to Barclays in connection with the sale of LBI to
Barclays in September 2008.

As of the Petition Date, the TPW Account holds, among others,
1,066,680 shares of Teva Pharmaceutical Industries, Ltd.-ADR, and
cash or cash equivalents of not less than $687,590.  The
aggregate value of the Account, as of the Petition Date, was not
less than $51,184,221.

The Teva Hungary Account holds 472,886 shares of TPI and cash or
cash equivalents of not less than $304,826 as of the Petition
Date.

TPI has informed the Teva Entities that it has declared a further
dividend to shareholders and may make future dividend
distributions to shareholders.  The Teva Entities assert that LBI
has no interest in those future transfers and the funds at issue
are not assets of LBI's estate.

If the Court does not approve their requests, the Teva Entities
contend that the dividend distributions would result in a forced
transfer to the Accounts.  Any requirement to force the Teva
Entities to receive the future transfers into the Accounts would
be tantamount to a forced advance of funds by TPW to LBI, the
Teva Entities say.  They add that that forced deposit would
further cause them immediate harm and deprive them from access to
their property.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LEHMAN BROTHERS: Wants to Assume Libra Credit Swap Agreement
------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to assume and assign a credit default swap agreement to
Deutsche Bank AG, London Branch, and a letter of agreement with
the bank.

The Credit Default Swap Agreement was inked in 2006 by Debtor
Lehman Brothers Special Financing and Libra CDO Limited.  Under
the deal, Libra sold credit protection to LBSF to limit exposure
associated with losses and other credit impairment with respect
to residential mortgage-backed securities.

In connection with the agreement, Libra signed a senior credit
default swap agreement with Societe Generale, under which SocGen
is required to advance funds to Libra when needed to meet Libra's
obligations to LBSF.

Attorney for the Debtors, Ralph Miller, Esq., at Weil Gotshal &
Manges LLP, in New York, says LBSF's interest in the Credit
Default Swap Agreement is a valuable asset of its estate, the
value of which will be realized through the proposed assumption
and assignment.  He relates that LBSF's estate is expected to
receive about $694 million to $733 million in net payments
through the assignment of the Credit Default Swap Agreement,
including about $325 million that accrued under the agreement but
not yet paid.

The proposed assumption and assignment of the Credit Default Swap
Agreement to Deutsche Bank, however, is subject to a
determination by the Court that the agreement has not been
terminated on October 10, 2008, as asserted by Libra and LaSalle
Bank National Association.  Libra and LaSalle Bank have stated
that the agreement has been terminated as a consequence of LBHI's
bankruptcy filing, and that the termination should result in no
payments actually made to LBSF.

LBHI and LBSF have already filed an adversary proceeding against
Libra and three other companies seeking nullification of the
termination of their credit default swap agreement.

Libra CDO Limited, LaSalle, BofA, and SocGen also filed an
adversary proceeding against LBSF asking the Court to declare
that the termination of the Credit Default Swap Agreement is
valid.

                         Letter Agreement

In connection with the proposed assignment, LBSF, Lehman Brothers
Holdings, Inc., and Deutsche Bank entered into a letter
agreement, which commits Deutsche Bank to the assignment for at
least 90 days beginning on May 5, 2009, and prohibits it from
entering into any other transactions related to the Credit
Default Swap Agreement.

The letter agreement, however, does not prohibit LBSF from
entering into another agreement in connection with the assignment
of the Credit Default Swap Agreement that may provide greater
value for its estate.  In case LBSF does not assign the Credit
Default Swap Agreement to Deutsche Bank and enters into a similar
arrangement with another party, Deutsche Bank will be paid a
break-up fee of $20 million.

Under the letter agreement, if the Court does not approve the
agreement including its break-up fee provision by June 19, 2009,
Deutsche Bank will be released from its commitment to assume the
Credit Default Swap Agreement.

To secure this commitment, LBHI and LBSF ask the Court first to
approve the letter agreement before resolving issues related to
whether the Credit Default Swap Agreement may be assigned.

The Court will convene a hearing on May 28, 2009, to consider
approval of the letter agreement and the proposed assignment of
the Credit Default Swap Agreement.  Creditors and other concerned
parties have until May 22 to file their objections.

                    Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com/-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On September 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on September 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

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


LORBER INDUSTRIES: 9th Cir. Rules on Workers Compensation Claim
---------------------------------------------------------------
WestLaw reports that a reimbursement claim asserted by the
California Self-Insurers' Security Fund, for workers' compensation
claims that it was required to pay on behalf of a Chapter 11
debtor's employees after the debtor defaulted on its obligations
as self-insurer for workers' compensation benefits, was not an
"excise tax," of kind payable on a priority basis under 11 U.S.C.
Sec. 507(a)(8)(E).  Under the California workers' compensation
scheme, it was possible to hypothesize a similarly situated
private creditor.  In re Lorber Industries of California, --- F.3d
----, 2009 WL 1176307 (9th Cir.), 09 Cal. Daily Op. Serv. 5441.

                  About Lorber Industries

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized
and knitted fabrics.  The company filed for chapter 11 protection
on February 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).
Joseph P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro
LLP, represents the Debtor in its restructuring efforts.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.  The Court confirmed the Debtor's plan on October 20,
2006.


LORDSHIP DEVELOPMENT: Bankruptcy Tolls Forclosure Upset Period
--------------------------------------------------------------
WestLaw reports that the period allowed under North Carolina for
upset bids following a foreclosure sale conducted pursuant to a
power of sale in a deed of trust was suspended when the deed of
trust debtor filed for bankruptcy during that period.  Moreover,
it remained suspended for the life of the bankruptcy or until the
court lifted the automatic stay, whereupon, pursuant to a North
Carolina statute providing extra protection to a debtor against a
power of sale foreclosure [West's N.C.G.S.A. Sec. 45-21.22(c)],
the original foreclosure sale was effectively nullified and the
trustee had to resell the property.  A bankruptcy judge thus
denied a motion for stay relief to complete the transfer of the
debtor's rights in the property.  In re Lordship Development, LLC,
--- B.R. ----, 2008 WL 4526830 (Bankr. E.D.N.C.), 60 Collier
Bankr. Cas. 2d 1241, 50 Bankr. Ct. Dec. 183.

Wilmington, North Carolina-based Lordship Development, LLC filed
its chapter 11 petition on July 24, 2008 (Bankr. E.D.N.C. Case No.
08-04965).  Judge J. Rich Leonard presides over the case.  Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it estimated assets between $1 million and $10 million
and debts between $1 million and $10 million.


MANITOWOC COMPANY: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of The Manitowoc
Company, Inc. -- Corporate Family and Probability of Default
Ratings to B2 from Ba3; senior secured bank credit facility to B1
from Ba2; senior subordinated notes to Caa1 from B1.  The rating
outlook is negative.

The downgrade reflects the reduced prospects for earnings over the
near term and erosion in Manitowoc's credit metrics beyond Moody's
expectations.  The continued downturn in the global economy is
adversely influencing Manitowoc's end markets, resulting in a
diminished outlook for its cranes and foodservice businesses.
Moody's believes that the construction industry, the main driver
of the company's cranes, will remain weak well into 2010.
Unadjusted operating income for the crane business declined to
8.4% for 1Q09 from about 12.7% for the previous quarter and
backlog declined by about 28% over the same time period.  Further
dampening construction spending is the current disruption in the
credit markets and the lack of third-party funding for new
projects and for new equipment.  The company's food service
business is under considerable pressures as well.  Manitowoc
indicated that it is taking a 1Q09 goodwill impairment charge of
$700 million associated with its foodservice business.  Moody's
believes that the charge indicates that the level of cash flow
that can reasonably be expected from the acquired Enodis plc
operations is lower than previously projected at the time of
acquisition.  Manitowoc also indicated that lower projected
earnings combined with lower than expected proceeds from the sale
of the Enodis ice business has led it to seek financial covenant
relief under its bank credit agreement beginning with its 2Q09
covenant certification.  Moody's notes that Manitowoc is presently
in discussions with its bank group for financial covenant relief.

Manitowoc is stepping up its restructuring initiatives and working
capital improvements in order to lessen the impact of the global
economic downturn on its operating margins and cash generation.
Manitowoc is adjusting its global production and capacity,
rationalizing its cost structure, and aggressively integrating
Enodis.  However, these efforts are unlikely to fully offset
declining demand for its products and operating margins are likely
to come under more pressure as the company may take more
restructuring charges to right size its businesses.  Moody's view
is that Manitowoc's operating performance is likely to breech
credit metric levels that were previously identified by the rating
agency as being potentially in-line with a lower rating.  These
metrics include EBITA/interest expense below 2.0x or debt/EBITDA
above 5.0x (ratios adjusted per Moody's methodology).  Moody's
believes that the company's future credit metrics are more
indicative of the B2 Corporate Family Rating.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to B2 from Ba3;

  -- Probability of Default lowered to B2 from Ba3;

  -- $2.8 billion senior secured credit facility lowered to B1
     (LGD3, 38%) from Ba2 (LGD3, 37%); and,

  -- $150 million senior unsecured notes due 2013 lowered to Caa1
     (LGD5, 89%) from B2 (LGD5, 89%).

The last rating action was on March 25, 2009 at which time Moody's
affirmed lowered Manitowoc's Corporate Family Rating to Ba3 and
changed the outlook to negative.

The Manitowoc Company, Inc., headquartered in Manitowoc,
Wisconsin, is a diversified global manufacturer supporting the
construction and foodservice end markets.  Revenues for the last
twelve months through March 31, 2009 totaled approximately $4.7
billion.


MARVIN M PHELPS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Marvin Melvin Phelps
               Shirley Nell Phelps
               P. O. Box 550
               Cottonwood, AZ 86326

Bankruptcy Case No.: 09-09999

Chapter 11 Petition Date: May 11, 2009

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

Debtors' Counsel: Pernell W. Mcguire, Esq.
                  Mcguire Gardner, Pllc
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@mcguiregardner.com

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

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

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

      http://bankrupt.com/misc/azb09-09999.pdf

The petition was signed by the Joint Debtors.


MASONITE INT'L: Court Caps Unsecured Claims Payment at $56MM
------------------------------------------------------------
Pursuant to Sections 105(a) and 363 of the Bankruptcy Code, Judge
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware authorized, but not directed, the Debtors to pay
prepetition amounts owed to unsecured creditors on account of
accounts payable claims in the ordinary course of business;
provided that the Debtors reserve the right to require the
reinstatement or continuance of terms from those holders of
Accounts Payable Claims that do not have contracts with the
Debtors or are otherwise free to change their terms or have
changed their terms; provided further, however, that the aggregate
of the payments pursuant to the final Order will not exceed
$56,000,000.

The Debtors are authorized to issue postpetition checks, or to
effect postpetition fund transfer requests, in replacement of any
checks or fund transfer requests in respect of the unsecured
claims that are dishonored or rejected.

Daniel J. DeFranceschi, Esq., at Richards, Layton, & Finger, P.A.,
in Wilmington, Delaware, has informed the Court, prior to the
entry of the order, that no parties in interest have objected to
the Motion to pay prepetition claims of general unsecured
creditors in the ordinary course of business.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Gets Green Light to Pay $28MM in Employee Costs
---------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware granted the amended motion and authorized
Masonite International, Inc., and its affiliates to honor and pay,
in the ordinary course of business and in accordance with their
prepetition policies and practices, employee wages and benefits,
including amounts owed in connection with the Employee Obligations
totaling $28,437,160.

The Debtors are authorized, but not directed, to continue the
Incentive Plans in the ordinary course of business.

Pursuant to Section 362(d) of the Bankruptcy Code, Employees are
authorized to continue with their Workers' compensation claims in
the appropriate judicial or administrative forum under the
Workers' Compensation Programs and the Debtors are authorized to
continue the Workers' Compensation Programs and pay all
prepetition amounts relating to it in the ordinary course of
business.

The Debtors are authorized, but not directed, to (i) forward any
unpaid amounts on account of Deductions or Payroll Taxes to the
appropriate third-party recipients or taxing authorities; and
(ii) pay costs and expenses incidental to payment of the Employee
Obligations, including all administrative and processing costs
and payments to outside professionals in the ordinary course of
business.

The Debtors are further authorized, but not directed, to issue
postpetition checks, or to effect postpetition fund transfer
requests, in replacement of any checks or fund transfer requests
that are dishonored as a consequence of the Chapter 11 cases with
respect to prepetition amounts owed to their Employees and in
respect of the Employee Obligations that are dishonored or
rejected.

Prior to the entry of the order, Daniel J. DeFranceschi, Esq., at
Richards, Layton, & Finger, P.A., in Wilmington, Delaware, has
informed the Court no parties in interest have objected to the
amended Motion to pay employee prepetition claims.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Reports 1st Quarter 2009 Financial Results
----------------------------------------------------------
Masonite International Inc. reported unaudited financial
information for the first quarter of 2009.

First Quarter Highlights      Q1 2009       Q1 2008    Increase/
                           (in millions) (in millions) (Decrease)

Net Sales                  $334.1        $464.4        (28.1%)
Gross Profit                 51.4          90.4        (43.1%)
Selling general and
administrative expenses      41.9          43.7         (4.1%)
Operating EBITDA              9.6          46.7        (79.4%)
Adjusted EBITDA              12.0          53.5        (77.6%)

                           3/31/2009     12/31/2008
Cash on hand                $163.2         $194.3      ($31.1)
Net debt                   2,078.5        2,064.6       (13.9)
Accounts receivable          229.8          238.5        (8.7)
Inventory                    222.8          233.7       (10.9)
Accounts payable and
accrued liabilities
(excluding accrued
interest)                    197.2          192.1         5.1


2009 Cash flow recap                 Q109            Q108
Source (Use) of cash             ($ millions)    ($ millions)

Operating EBITDA                     $9.6            $46.7
Non-cash EBITDA expenses              0.4             0.6
Change in operating working capital   5.8           (21.0)
Capital expenditure                  (9.2)           (7.3)
                                     -----          ------
                                      6.6            19.1

Proceeds on disposal of assets        1.3             0.1
Acquisitions                            -           (13.7)
Distributions to minority interests     -            (6.0)
Restructuring payments               (4.2)           (7.9)
Financial and legal advisor payments (7.0)              -
                                     -----          ------
                                     (3.3)           (8.5)

Cash interest                       (19.0)          (22.0)
Cash taxes                           (0.5)           (1.2)
Change in Indebtedness              (19.7)           89.7
Change in sold accounts receivable   13.4            14.2
Pension funding                      (0.4)           (0.3)
FX and other                         (1.6)           (3.1)
                                   -------          ------
Increase / (Decrease) in cash      ($31.1)          $68.8
                                   =======          ======

"We continue to be impacted by weak market conditions in most of
our regions, which has had a significant impact on our top line,"
said Fred Lynch, President and CEO of Masonite.  "Thanks to our
continuing efforts to right-size the business in light of market
conditions and driving cost productivity in manufacturing and
business overheads, the EBITDA and Cash flow performance was
better than the internal quarterly projections used in the
formulation of our recently published five year projections."

Masonite said 2009 sales were $334.1 million, a decline of 28.1%
compared to sales of $464.4 million in the first quarter of 2008.
Operating EBITDA decreased 79.4% to $9.6 million from
$46.7 million in the first quarter of 2008.

Sales to external customers from facilities in North America
decreased 24.3% to $223.1 million in the first quarter of 2009
from $294.8 million in the first quarter of 2008.  Sales decreased
20.8% in North America excluding the impact of unfavorable foreign
exchange movements.  Sales to external customers from facilities
outside of North America, primarily in Western Europe, decreased
approximately to $111.0 million in the first quarter of 2009 from
$169.6 million in the prior year period.  Unfavorable foreign
currency movements negatively impacted comparative consolidated
sales by $10.5 million in North America and $25.7 million in rest
of world.  Excluding the unfavorable exchange impact, sales in
Masonite's Europe and Other segment decreased 19.4% compared with
the prior year period as Masonite continued to see deteriorating
market conditions, most significantly in Western Europe, and to a
somewhat lesser degree in Eastern Europe.

Operating EBITDA in the first quarter of 2009 decreased to
$9.6 million from $46.7 million in the prior year primarily due to
lower sales volumes and carryover input cost inflation from the
prior year that were not fully offset by savings from plant
closures, price increases and a reduction in selling, general and
administration expenses versus the prior year.  In the first
quarter of 2009, the Company was operating seven fewer sites than
in the first quarter of 2008 due to closure and consolidation
activities completed during the last twelve months.

In the first quarter of 2009, cash flow after changes in operating
working capital and capital expenditure was $6.6 million compared
to $19.1 million in the prior year.  In the current year, changes
in working capital were a source of $5.8 million versus a use of
$21.0 million in the prior year. Reductions in inventory were
relatively consistent in both periods, however receivables in 2009
did not increase as significantly as in the prior year due to
seasonal influences being offset by economic conditions and
reduction in customer payment terms.  In addition, following the
announcement of the restructuring plan, the Company has
experienced an improvement in vendor terms.

The Company was required to repay indebtedness at certain foreign
subsidiaries upon maturity which combined with other scheduled
debt payments resulted in a use of cash of $19.7 million.  Amounts
sold under the Company's accounts receivable facility increased by
approximately $13.4 million.

                        Restructuring Plan

The Company reported that it continues to make good progress in
implementing its "pre-negotiated" debt restructuring plan and is
on track to complete its financial reorganization within the next
few months.  On April 14, the Company received final court
authorization to continue to meet its obligations to trade
suppliers on normal terms in the ordinary course of business.  The
Company also received final court authorization to continue to
utilize its cash collateral to help meet its obligations to
suppliers, employees and customers. This authorization was
initially granted on an interim basis on March 17.

On April 17 the U.S. court approved the process of formally
soliciting acceptances for the plan of reorganization from the
requisite creditor groups.  The Company has already entered into
lock-up agreements supporting the restructuring plan with holders
of more than 75 percent in principal amount of its senior secured
obligations and more than 80 percent in principal amount of its
senior subordinated notes due 2015.  The minimum threshold
required for acceptance by a class of creditors of the proposed
plan of reorganization is 66 2/3 percent in value of claims of
creditors who vote and more than 50 percent in number of creditors
who vote.

On April 20 the Company received comparable relief from the
Canadian courts.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Seeks to Establish July 6 as Claims Bar Date
------------------------------------------------------------
Masonite International, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to set July 6, 2009,
at 5:00 p.m. (Eastern Time) as the deadline by which proofs of
claim must be filed by the Debtors' creditors, and September 13,
2009, at 5:00 p.m. (Eastern Time) as the deadline by which
governmental units must file proofs of claims against the Debtors.

The Debtors also ask the Court to approve the proposed Proof of
Claim Form, the proposed Bar Date Notice, and the proposed
publication notice.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section 501
of the Bankruptcy Code.  Moreover, Rule 3003(c)(2) provides that
any creditor who has a claim against any of the Debtors that
arose prior to the Petition Date, and whose claim is not
scheduled in the Debtors' schedules of assets and liabilities,
schedules of executory contracts, and unexpired leases and
statements of financial affairs or whose claim is listed on the
Schedules as disputed, contingent, or unliquidated, must file a
Proof of Claim.  Section 502(b)(9) provides that governmental
units will have a minimum of 180 days after the entry of the
order for relief to file Proofs of Claim.

The Debtors propose to give all creditors more than 30 days'
notice of the Claims Bar Date and governmental units 106 days'
notice of the Governmental Bar Date.  The Debtors filed their
Schedules on April 15, 2009.  Therefore, creditors will have
ample time to review the Schedules and their own records and file
a Proof of Claim if necessary, Daniel J. DeFranceschi, Esq., at
Richards, Layton, & Finger, P.A., in Wilmington, Delaware, says.

In accordance with Local Bankruptcy Rule 1009-2, in the event the
Debtors amend their Schedules, the Debtors ask the Court to
establish the later of (a) the Claims Bar Date or the
Governmental Bar Date, as applicable, to the claim, and (b) 20
days from the date on which the Debtors provided notice of the
amendment to the Schedules as the deadline by which claimants
holding claims affected by the amendment must file Proofs of
Claim with respect to the claim.

            Entities Entitled To File Proofs of Claim

These entities holding claims against the Debtors arising prior
to the Petition Date be required to file proofs of claim on or
before the applicable Bar Date:

   (a) any entity whose claim against a Debtor is not listed in
       the applicable Debtor's Schedules or is listed as
       contingent, unliquidated, or disputed;

   (b) any entity who desires to participate in any of the
       Chapter 11 cases or share in any distribution in any of
       the Chapter 11 cases; and

   (c) any entity who believes that its claim is improperly
       classified in the Schedules or is listed in an incorrect
       amount and who desires to have its claim allowed in a
       different classification or amount.

            Entities Not Required to File Proofs of Claim

These entities whose claims otherwise would be subject to the
Claims Bar Date need not file proofs of claim:

   (a) any entity that already has filed a signed Proof of Claim
       against the applicable Debtors with the Clerk of the Court
       in a form substantially similar to Official Bankruptcy
       Form B-10;

   (b) any entity whose claim is listed on the Schedules if (i)
       the claim is not scheduled as any of "disputed,"
       "contingent," or "unliquidated;" (ii) the entity agrees
       with the amount, nature, and priority of the claim as set
       forth in the Schedules; and (iii) the entity does not
       dispute that its claim is an obligation only of the
       specific Debtor against which the claim is listed in the
       Schedules;

   (c) a holder of a claim that previously has been allowed by
       a Court order or that is allowed pursuant to the Plan,
       including claims of the Debtors' prepetition secured
       lenders, the agent for the prepetition secured lenders,
       the senior subordinated noteholders, and the indenture
       trustee for the senior subordinated notes;

   (d) Senior Secured Claims and Senior Subordinated Notes Claims
       or claims of the Senior Subordinated Notes Indenture
       Trustee or the Senior Secured Agent;

   (e) a holder of a claim that has been paid in full by any of
       the Debtors pursuant to the Bankruptcy Code or in
       accordance with a Court order;

   (f) a holder of a claim for which a specific deadline
       previously has been fixed by the Court;

   (g) any Debtor or wholly-owned affiliate having a claim
       against a Debtor;

   (h) a current employee or director of the Debtors, if an order
       of the Court authorized the Debtors to honor the claim in
       the ordinary course of business as a wage or benefit;
       provided, however, that a current employee must submit a
       Proof of Claim by the Claims Bar Date for all other claims
       arising before the Petition Date;

   (i) a customer of the Debtors if the claim is for an
       obligation that the Debtors are authorized to pay under
       the Order Authorizing the Debtors to Maintain and
       Administer Customer Programs and Honor Prepetition
       Obligations Related Thereto [Docket No. 48];

   (j) any holder of a claim for which a separate deadline is
       fixed by the Court; and

   (k) any holder of a claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an expense of
       administration, including claims arising under Section
       503(b)(9).

The Debtors prepared and ask the Court to approve a Proof of
Claim form based on Official Form 10, available for free
at http://bankrupt.com/misc/Masonite_POCForm.pdf

With the assistance of their notice and claims agent, Kurtzman
Carson Consultants LLC, the Debtors propose to provide each of
the creditors listed on their Schedules with a "personalized"
Proof of Claim Form, which will indicate how the Debtors have
scheduled the creditor's claim in the Schedules, including (a)
the identity of the Debtor against which the entity's claim is
scheduled; (b) the amount of the scheduled claim, if any; and (c)
whether the claim is listed as contingent, unliquidated, or
disputed; and (d) whether the claim is listed as secured,
unsecured priority, or unsecured non-priority.

Creditors may choose not to use the personalized Proof of Claim
Form and instead submit Proofs of Claim on Official Form 10.

                     Claim Filing Requirements

With respect to preparing and filing of Proofs of Claim, the
Debtors propose that proofs of claim be required to be consistent
with these requirements:

   (a) Each proof of claim must (i) be written in English; (ii)
       include a claim amount denominated in United States
       dollars or Canadian dollars; (iii) conform substantially
       with the Proof of Claim Form provided by the Debtors or
       Official Form No. 10; and (iv) be signed by the claimant
       or by an authorized agent or legal representative.

   (b) Only original Proofs of Claim may be deemed acceptable for
       purposes of claims administration.  Copies of Proofs of
       Claim or Proofs of Claim sent by facsimile or electronic
       mail will not be accepted.

   (c) Each Proof of Claim must clearly identify the Debtor
       against which a claim is asserted.  A proof of claim filed
       under the joint administration case number (No. 09-10844),
       or otherwise without identifying a Debtor, will be deemed
       as filed only against Debtor Masonite Corporation.

   (d) Each Proof of Claim must state a claim against only one
       Debtor and clearly indicate the Debtor against which the
       claim is asserted.  To the extent more than one Debtor is
       listed on the proof of claim, that claim may be treated as
       if filed only against the first-listed Debtor.

   (e) Each Proof of Claim must include supporting documentation.
       If the documentation is voluminous, the Proof of Claim may
       include a summary or an explanation as to why the
       documentation is not available; provided, however, that
       any creditor that received the written consent will be
       required to transmit the writings to the Debtors' counsel
       upon request no later than 10 days from the date of the
       request.

   (f) Each Proof of Claim must be filed, including supporting
       documentation, by U.S. Mail or other hand delivery system,
       so as to be actually received by KCC on or before the
       Claims Bar Date or the Governmental Bar Date at this
       address:

          Masonite Claims Processing
          c/o Kurtzman Carson Consultants LLC
          2335 Alaska Avenue
          El Segundo, California 90245

       Proofs of claim submitted by facsimile or electronic mail
       will not be accepted.

   (g) Claimants wishing to receive acknowledgment that their
       Proofs of Claim were received by KCC must submit (i) a
       copy of the Proof of Claim Form and (ii) a self-addressed,
       stamped envelope.

Any entity who is required, but fails, to file a Proof of Claim
on or before the applicable Bar Date will be forever barred,
estopped, and enjoined from asserting the claim against the
Debtors and are prohibited from voting to accept or reject any
plan of reorganization, participate in any distribution in the
Chapter 11 cases on account of the claim, or receive further
notices regarding the claim.

                   Mailing of Bar Date Notices

No later than five business days after the Court enters the Bar
Date Order, the Debtors propose to mail written notice of the Bar
Dates and a Proof of Claim Form to these entities:

   (a) the U.S. Trustee;

   (b) counsel to the agent for the Debtors' prepetition secured
       lenders;

   (c) the indenture trustee for the Debtors' senior subordinated
       notes;

   (d) counsel to the ad hoc committee of senior subordinated
       noteholders;

   (e) all creditors and other known holders of claims against
       the Debtors as of the date of the Bar Date Order,
       including all entities listed in the Schedules as holding
       claims against the Debtors;

   (f) all entities that have requested notice of the proceedings
       in the Cases pursuant to Bankruptcy Rule 2002 as of the
       date of the Bar Date Order;

   (g) all entities that have filed proofs of claim in the
       Chapter 11 cases as of the date of the Bar Date Order;

   (h) all known equity holders of the Debtors as of the date the
       Bar Date Order is entered;

   (i) all entities who are party to executory contracts and
       unexpired leases with the Debtors;

   (j) all entities who are party to litigation with the Debtors;

   (k) the District Director of the Internal Revenue Service for
       the District of Delaware;

   (1) all other taxing authorities for the jurisdictions in
      which the Debtors maintain or conduct business;

   (m) the Pension Benefit Guaranty Corporation; and

   (n) the Securities and Exchange Commission.

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

The Debtors also ask the Court to permit them to make
supplemental mailings of the Bar Date Package at any time up to
20 days in advance of the Bar Date, with any mailings deemed
timely and the Bar Date being applicable to the recipient
creditors.

In the interest of ensuring all potential claimants receive
adequate notice of the Bar Dates, in addition to providing the
Bar Date Notice to known creditors, the Debtors will provide
notice of the Bar Dates by publication, on one occasion in The
Wall Street Journal (national edition), the Globe and Mail
(National Edition), and Le Presse, on or before June 15, 2009.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Sr. Sub Noteholders Band Together, Hire Lawyers
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, informs the U.S. Bankruptcy
Court for the District of Delaware that his firm represents an
Informal Group of Holders of Masonite Senior Subordinated Notes,
which is composed of:

   (a) Carlyle Investment Management, LLC
       on behalf of certain Funds and Accounts
       520 Madison Avenue
       39th Floor
       New York, New York 10022

   (b) Certain Funds and Accounts Managed by
       DDJ Capital Management, LLC
       130 Turner Street, LLC
       Waltham, Massachusetts 02453

   (c) Oaktree Capital Management. L.P.
       for certain Funds and Accounts
       333 South Grand Avenue, 28th Floor
       Los Angeles, California 90071

   (d) Deans Knight Capital Management
       730-999 West Hastings Street
       Vancouver, BC
       Canada V6C 2W2

   (e) Caspian Capital Partners LP
       500 Mamaroneck Avenue
       Harrison, New York 10528

   (f) AIG Investments,
       as Investment Adviser for
       Certain Funds and Accounts
       70 Pine Street, 10th Floor
       New York, New York 10270

   (g) Invesco Trimark Ltd., in its capacity as
       Manager of Various Funds and Portfolios
       120 Bloor Street East, Suite 700
       Toronto, Ontario
       Canada M4W 187

   (h) TPG Credit Management, L.P.
       on behalf of accounts which it serves as
       Investment Manager
       4600 Wells Fargo Center
       90 South Seventh Street
       Minneapolis, Minnesota 55402

Mr. Rosenberg relates that the nature of the claims held by the
Informal Noteholder Group against the Debtors includes claims in
connection with:

   -- the 11% senior subordinated notes due April 6, 2015, issued
      by Masonite Corporation pursuant to an Exchange Note
      Indenture, dated October 6, 2006, by Masonite Corporation,
      as the issuer, and certain of its affiliates, as
      guarantors, and The Bank of New York, as trustee; and

   -- the 11% senior subordinated notes due April 6, 2015 issued
      by Masonite International Corporation pursuant to an
      Exchange Note Indenture, dated October 6, 2006, by Masonite
      International Corporation, as issuer, and certain of its
      affiliates, as guarantors, and the Trustee.

The Informal Noteholder Group collectively holds approximately
$562.4 million out of approximately $769.8 million principal
outstanding, or 73% percent, of the Senior Subordinated Notes,
Mr. Rosenberg says.

Meanwhile, Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor, LLP in Wilmington, Delaware, discloses that her firm
serves as the local Delaware counsel of the Informal Group of
Holders of Masonite Senior Subordinated Notes, which is also
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MERISANT WORLDWIDE: Solicits Exit Funding, Keeps Control of Case
----------------------------------------------------------------
Judge Peter J. Walsh extended Merisant Worldwide Inc. and its
affiliates' exclusive period to file a Chapter 11 plan until
September 5, 2009.  The Court also extended the plan solicitation
period, if the Debtors file a Plan by that deadline, until
November 4.

In their request for an extension of the exclusive periods, the
Debtors said they have drafted and distributed a management
presentation to potential debt and equity investors and engaged in
a "road show" involving senior management aimed at a securing exit
financing necessary for the formulation of a reorganization plan.

The Debtors have already obtained final approval of a $20 million
junior debtor-in-possession financing to fund their Chapter 11
cases.

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-
10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' Claims and Noticing Agent.  Winston
& Strawn LLP represents the Official Committee of Unsecured
Creditors as counsel.  Ashby & Geddes, P.A. is the Committee's
Delaware counsel.  The Debtors have $331,077,041 in total assets
and $560,742,486 in total debts as of November 30, 2008.


MGM MIRAGE: Fitch Affirms Issuer Default Rating at 'C'
------------------------------------------------------
Fitch Ratings has affirmed MGM MIRAGE's Issuer Default Rating at
'C' and downgraded the company's senior unsecured debt following
the CityCenter financing agreement, credit facility amendment, and
first-quarter 2009 results. Fitch's rating actions are:

  -- IDR affirmed at 'C';

  -- Senior secured notes affirmed at 'CCC/RR2' (71%-90% recovery
     band);

  -- Senior credit facility affirmed at 'CC/RR3' (51%-70%);

  -- Senior unsecured notes downgraded to 'C/RR4' (31%-50%) from
     'CC/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6' (0%-10%).

The rating actions affect MGM's $7 billion credit facility, $6.2
billion of outstanding senior unsecured debt, $848 million of
outstanding senior subordinated debt, and $750 million of senior
secured notes. Fitch has not assigned a Rating Outlook.

MGM's 'C' IDR reflects Fitch's continued view that as part of the
company's restructuring efforts, there is a high probability of a
Coercive Debt Exchange, which would be considered a restricted
default.  A debt exchange would be an extremely helpful step in an
overall financial restructuring aimed at avoiding a bankruptcy
filing, which would be considered a negative outcome by most major
constituents, in Fitch's view.  The downgrade of the senior
unsecured bonds reflects the collateral granted to bank lenders on
April 29, 2009, which reduced unsecured debt recovery values.

Addressing the CityCenter financing overhang on April 29 was MGM's
first step in repairing the parent company's balance sheet.  MGM
will now focus on its various restructuring alternatives that may
include debt exchanges, raising additional debt/equity capital,
and/or asset sales.  When considering these alternatives, the
company was able to retain much of its available collateral in
negotiating the most recent credit facility amendment, which will
support its position in future negotiations with creditors.
However, MGM did not receive any new capital or address 2009 and
2010 maturities in exchange for the collateral it granted.

       Debt Exchange Likely a Part of Overall Restructuring

When considering the company's alternatives, Fitch believes a CDE
is a likely part of a solution to fix the balance sheet for the
long term, which underpins Fitch's rationale for the 'C' IDR,
since a CDE is considered a restricted default.  A CDE would help
MGM to stave off a potential bankruptcy, and would be viewed
positively by the major constituents including the bank lending
group, company management, Dubai World (CityCenter joint venture
partner and major shareholder), and Kirk Kerkorian (MGM's majority
equity shareholder).  Even some unsecured bondholders may view a
debt exchange positively.  However, recent spread tightening might
make an exchange more difficult to execute.  Obviously, long-term
bondholders would have to prefer the terms of an exchange to a
potential outcome in bankruptcy court.

                     Bank Lenders Are in Front

Bank lenders maintain negotiating power, enabling them to press
for near-term action, since MGM is out of compliance with
financial covenants.  The bank lenders remain in front of
bondholders in that the bank group extended the financial covenant
waiver period only to June 30, 2009, prior to the July 31, 2009
bond maturity payment of $226 million and the Oct. 1, 2009 $820
million bond maturity payment.  Another $1.5 billion of bond
maturities is due in 2010-2011 prior to the October 2011
expiration of the $7 billion credit facility, which provides
incentive for bank lenders to address long-term capital structure
issues now.

In the past two credit agreement amendments, the banks recovered
$400 million of borrowings from MGM, and the re-borrowing of those
funds require lender consent.  Therefore, the bank lenders could
potentially consent to release the funds to help meet near-term
maturities.  However, Fitch believes they would be unlikely do so
without confidence in the longer-term sustainability of the
company's capital structure.  In other words, it is unlikely that
bank lenders would allow for near-term bondholders to be made
whole without forcing some concessions, providing further support
for the likelihood of a near-term debt exchange, in Fitch's view.
For example, bank lenders could allow MGM to provide security
interests to bondholders, in exchange for reducing outstanding
debt levels or extending maturities.

                  Other Restructuring Alternatives

Regarding other restructuring alternatives, capital markets have
become more accommodating in recent weeks, which could prove
beneficial to MGM's capital raising efforts.  Although Fitch
believes a CDE is likely to be part of MGM's restructuring, the
broader restructuring could include multiple other options:

  -- New Equity Issuance: Driven by the recent equity market
     rally, related sectors (e.g. REITs), have seen an increase in
     issuance activity.  In addition, there have been some signs
     recently across multiple industries that declines in travel
     demand trends have started to moderate.  Given that MGM's
     stock price is at its highest level since early January 2009,
     an equity issuance becomes more plausible and attractive.
     The main issue surrounding an equity deal is how sizeable one
     could be executed, and whether majority-owner Kerkorian and
     major holder Dubai World would be willing to dilute their
     stakes, or participate in an offering.

  -- New Debt Issuance: Although an unsecured deal is unlikely,
     MGM might be able to use available collateral to support a
     secured debt issuance.  However, MGM likely used much of the
     credit facility's 5% Consolidated Net Tangible Asset carveout
     while issuing the 13% NY-NY secured notes last November.
     Therefore, bank lenders would likely need to support any
     sizable secured debt issuance, which would benefit liquidity
     and help meet near-term maturities, but would not help the
     company's leverage level or long-term credit profile, and it
     would use up valuable collateral.  Therefore, Fitch believes
     that bank lenders would resist a secured debt issuance,
     unless it was a part of a broader CDE that reduces overall
     debt levels, as indicated above.

  -- Asset Sales: The credit facility amendment agreed to in March
     2009 provided for lender consent on selling assets, so bank
     lenders would need to approve of any asset sale.  Selling an
     operating asset at an unattractive multiple to meet near-term
     maturities would be detrimental to the longer-term credit
     profile, so it is unlikely bank lenders would consent, in
     Fitch's view.  Since taxes would minimize the benefit of an
     asset sale, Fitch believes that an operating asset sale is
     likely to be only part of the restructuring if MGM can get a
     multiple similar to the Treasure Island sale.  That is
     unlikely until to occur until MGM's restructuring is
     clarified and its financial position (and therefore
     negotiating position) is improved.  (However, a Detroit asset
     sale could be viewed positively by bank lenders as discussed
     below.)  Non-operating or land asset sales would be more
     beneficial to MGM's credit profile, but more difficult to
     execute due to lower demand.

         MGM Granted Some Collateral, But Much Retained;
                 Banks Will Be Able to Squeeze More

After obtaining some collateral in the recent amendments, bank
lenders remain minimally secured at the moment, reducing the
likelihood of a near-term, bank-forced bankruptcy filing.
However, the position of the bank lenders is strengthened by their
ability to exchange covenant waivers for additional collateral,
thereby further diluting unsecured bond recovery prospects.  Fitch
believes that in the April 29 agreements, MGM preserved much of
the $2-plus billion of availability provided by the 15% CNTA
carveout in the unsecured bonds.  Fitch believes MGM might be able
to provide security interests in additional collateral beyond the
CNTA carveout, but it is unclear how much more would be available.

As part of the April 29 credit agreement amendment, MGM Grand
Detroit, which is a separate co-borrower under the facility,
granted a security interest in its assets.  Detroit is an excluded
subsidiary in both the unsecured and 13% NY-NY secured notes
indentures, so Detroit's security interest was outside of the CNTA
carveouts and provided solely to the bank lenders.  Accordingly,
MGM is required to increase its Detroit borrowing under the
facility to $450 million by the end of May (from $404 million as
of Dec. 31, 2008), and thereafter to make "reasonable and best
efforts" to cause Detroit's borrowings to increase above $500
million.  Therefore, as Detroit's borrowings under the facility
increase, so does the bank group's security interest.
Furthermore, if MGM were to sell Detroit, the proceeds are
required to pay down the credit facility, and re-borrowing of
those funds would require lender consent.

MGM also granted security interests in Gold Strike Tunica and
certain undeveloped land on the LV Strip, up to $300 million, as
part of the credit agreement amendment.  As part of the CityCenter
financing agreement, MGM pledged the assets of Circus Circus and
adjacent land to support its obligations with respect to
CityCenter construction costs, including $224 million in letters
of credit and potential cost overruns.  Although the 13% NY-NY
secured notes indenture provides that those holders share equally
and ratably with additional security granted, Fitch believes much
of this collateral went only to the banks due to the 1.5% CNTA
carveout in the secured notes indenture.  As it relates to the
unsecured debt, this collateral may have been granted outside of
the CNTA carevout in the unsecured notes indentures due to a
liberal definition of "Principal Property" in the unsecured
indentures.

As a result, MGM likely still has comfortably more than $2 billion
of collateral available under just the existing unsecured bond
indentures' general CNTA carveout, which is likely to be used in
future negotiations.  It is unclear how much collateral MGM might
be able to provide outside of the CNTA carveout.  The 13% NY-NY
secured noteholders are likely to share in any additional
collateral granted.

               Future Issuer Default Rating Actions

An upgrade of MGM's IDR from 'C' could be supported by the company
executing on its various non-debt exchange alternatives which
reduce the likelihood of a CDE or other types of default.  An
upgrade could also be supported if a debt exchange is executed,
but Fitch did not view the exchange as a CDE.

A downgrade to 'RD' would occur if a debt exchange is executed
successfully, and results in a material reduction in terms and is
considered to be coercive or defacto necessary even if technically
voluntary.  Concurrent with a downgrade to 'RD' resulting from a
CDE, Fitch would raise the rating to a level appropriate for MGM's
prospects on a going-forward basis immediately after the effective
date of the exchange.

    Recovery Ratings Updated: Reduced Unsecured Debt Recovery

Fitch continues to estimate superior recovery in the 71%-90% range
for the NY-NY secured notes, which results in 'CCC/RR2' rating, or
a two-notch positive differential from MGM's 'C' IDR, based on the
current capital structure.  The secured notes share equally and
ratably in additional secured collateral, so recovery prospects
could improve if additional secured collateral is granted.

Fitch continues to estimate good recovery in the 51%-70% range for
MGM's senior credit facility, which results in the 'CC/RR3'
rating, or a one-notch positive differential from MGM's 'C' IDR,
based on the current capital structure.  Fitch's estimated
recovery is toward the lower end of this range, and actual
recovery could benefit if MGM grants additional secured collateral
to bank lenders in exchange for additional covenant waivers.

Fitch downgraded MGM's senior unsecured debt due to the collateral
that was released to lenders on April 29.  Fitch estimates average
recovery toward the high end of the 31%-50% range, which results
in the 'C/RR4' rating, on par with MGM's 'C' IDR, based on the
current capital structure.  However, actual recovery could be
affected meaningfully, depending on the amount of collateral MGM
may grant to lenders.

Fitch continues to estimate poor recovery in the 0%-10% range for
MGM's subordinated debt, resulting in the 'C/RR6' rating, which
would result in a two-notch negative differential from MGM's 'C'
IDR, but 'C' is the lowest rating before default ratings of 'RD'
and 'D'.


MIDLAND FOOD: Talks with Capmark on Plan; Seeks Aug. 31 Extension
-----------------------------------------------------------------
Midland Food Services LLC has filed a third request for an
extension of its exclusive period to file a Chapter 11 plan.
Midland wants its plan filing deadline moved from June 2, 2009, to
August 31.  It also wants its plan solicitation deadline moved by
90 days, until November 29.

The Court will consider approval of the request at a May 27
hearing.

Midland said its goal is to reach a consensual plan of
reorganization, and that it has been engaged in discussions with
its franchisor and its major secured creditor, Capmark Finance
Inc.

The Debtor stated it is continuing to negotiate with GE Capital
Finance Corporation as servicer for CNL American Properties Fund,
Inc., concerning leases for Midland's restaurants.  These talks
have been ongoing and progress has been made since the inception
of the case, Midland said.  The parties have not yet reached a
final written agreement.  The Debtor believes that the resolution
of this issue will be helpful in facilitating the formulation of a
plan of reorganization.

In addition, the Debtor has negotiated a number of interim
consensual cash collateral orders and budgets, and during the week
of April 27, 2009, met with Capmark to discuss the terms of a
consensual plan of reorganization.

Pursuant to Section 1121(d)(1) of the Bankruptcy Code, as amended
by the Bankruptcy Abuse Protection and Consumer Protection Act,
the plan filing period may not be extended beyond a date that is
18 months after the commencement of a Chapter 11 case.  For
Midland, that date is January 6, 2010.

                    About Midland Food Services

Independence, Ohio-based Midland Food Services, L.L.C., is a Pizza
Hut franchisee, operating 88 Pizza Hut restaurants in Ohio, West
Virginia, Kentucky, Michigan, Maryland and Virginia.  Net sales
were $64 million for the year ended July 7, 2008.

Midland Food filed for Chapter 11 bankruptcy before the United
States Bankruptcy Court for the District of Delaware on August 6,
2008 (Bankr. D. Del. 08-11802).  Tara L. Lattomus, Esq., and
Margaret F. England, at Eckert Seamans Cherin & Melot, L.L.C.,
represent the Debtor in its restructuring efforts.  Gary D.
Bressler, Esq., at McElroy, Deutsch, Mulvaney & Carpenter, LLP,
has been tapped as co-counsel. . Midland's formal lists of assets
and debt show property claimed to be worth $5.8 million against
liabilities totaling $34.6 million, including $27.4 million in
secured claims.

The Debtor first filed for Chapter 11 in October 2000.  It emerged
from bankruptcy one year later on August 7, 2001.


MIRANT CORP: Asks Court for Final Decree Closing 11 Cases
---------------------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code, certain affiliates
of Mirant Corp. ask the U.S. Bankruptcy Court for the Northern
District of Texas to close 11 Chapter 11 cases, effective on a
date as decreed by the Court.

Ian T. Peck, Esq., at Haynes and Boone, LLP in Forth Worth, Texas,
relates the 11 Debtors' Plans of Reorganization have been
substantially consummated and payments to be made under the Plans
are largely completed.  To the extent that any claims remain
pending against any of the Administered Entities, these claims
will remain pending against the debtor group to which the entity
belonged, as provided for in the Plans.  The rights of creditors
will in no way be adversely affected by the closing of the
Administered Entities chapter 11 cases, Mr. Peck assures the
Court.

The Administered Entities are:

  Debtor                                     Case No.
  ------                                     --------
  Mirant Americas Energy Marketing. LP       03-46591
  Mirant California, LLC                     03-46592
  Mirant MD Ash Management, LLC              03-46621
  Mirant Special Procurement, Inc.           03-46626
  MLW Development, LLC                       03-46629
  Mirant Americas, Inc.                      03-46634
  Mint Farm Generation, LLC                  03-46593
  Mirant Americas Procurement, Inc.          03-46642
  Mirant Capital, Inc.                       03-46645
  Mirant Chalk Point Development, LLC        03-46647
  Mirant Dickerson Development, LLC          05-90365

Mr. Peck tells Judge D. Michael Lynn of the U.S. Bankruptcy Court
for the Northern District of Texas that under Section 1930 of the
Judiciary and Judicial Procedure Code, the Administered Entities
are incurring fees, and will continue to incur the fees until the
Chapter 11 case of each entity is closed.

The United States Trustee for Region 6 did not oppose the request,
according to Mr. Peck.

As of the Chapter 11 Closing Effective Date, there are six cases
remaining in the Administratively Consolidated Cases of the New
Mirant Entities:

  Debtor                                     Case No.
  ------                                     --------
  Hudson Valley Gas Corporation              03-46595
  Mirant Bowline, LLC                        03-46618
  Mirant Corporation                         03-46590
  Mirant Lovett, LLC                         03-46636
  Mirant New York, Inc.                      03-46641
  Mirant Potrero, LLC                        03-46648

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Files March 31 Post-Confirmation Report
----------------------------------------------------
Angela Nagy, vice president and assistant controller for Mirant
Corporation, reports that the company had zero balance in its
checking account with the Bank of America under Account No.
3751745682, and zero balance per bank statement and month end
balance per books for the quarter ending December 31, 2008.

Mirant's Post Confirmation quarterly operating report ending March
31, 2009, also reflects zero balances:

   Account title                                Amount
   -------------                                ------
   Beginning of quarter cash balance               $0
   Cash receipts from other sources                 0
   Total cash receipts                              0
   Total disbursements this quarter                 0
   End of quarter cash balance                      0

Mirant Americas Generation, LLC, also filed its post-confirmation
report.

               Mirant Americas Generation, LLC
       Post Confirmation Quarterly Bank Reconcilement
            For the Quarter Ending March 31, 2009

Bank Reconciliations

Balance Per Bank Statement at
    Bank of America, Acct. No. 3751381897         $143,089
Add: Total Deposits Not Credited                        0
Subtract: Outstanding Checks                            0
Other Reconciling Items                                 0
Month End Balance Per Books                       143,089
Number of Last Check Written
Cash: Currency on Hand                                  0
                                               -----------
Total Cash - End of Month                          143,089

Cash In:
Investment Accounts:
Merrimac Funds - 3625                                    0
Federated Investments - 4537497                 19,179,635
                                               -----------
Total Cash Investments                          19,179,635
                                               -----------
Total Cash                                     $19,322,724
                                               ===========

              Mirant Americas Generation, LLC
        Post Confirmation Quarterly Operating Report
            For the Quarter Ending March 31, 2009

Beginning of Quarter Cash Balance:                 $76,232

Cash Receipts (Includes affiliate transactions):
Cash Receipts During Current Quarter:
  Cash receipts from business operations, net          $99
  Cash receipts from loan proceeds, net                  0
  Cash receipts from contributed capital, net            0
  Cash receipts from tax refunds, net                    0
  Cash receipts from other sources, net         19,253,010
                                               -----------
Total Cash Receipts, net                        19,253,109

Cash Disbursements (Third party disbursements only):
Payments Made Under the Plan:
  Administrative
  Secured Creditors
  Priority Creditors
  Unsecured Creditors
  Additional Plan Payments
Other Payments Made this Quarter
  General Business
  Other Disbursements                               $6,616
                                               -----------
Total Disbursements this Quarter                    $6,616
                                               -----------
Cash Balance End of Quarter                    $19,322,724
                                               ===========

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MOTION MARKETING: Court Declines to Avoid Federal Tax Lien
----------------------------------------------------------
WestLaw reports that a bankruptcy judge in Texas has held that, if
a statutory lien is perfected, so as to be valid against bona fide
purchasers, at any time prior to the commencement of a bankruptcy
case, then the lien is not avoidable by the trustee under 11
U.S.C. Sec. 545(2).  Moreover, if the statutory lien is not one
that is avoidable under Sec. 545(2), then it is also outside
trustee's power to avoid as a preferential transfer.  The judge
held that the term "fixing," as used in a Code provision excepting
from the trustee's preference-avoiding power the "fixing of a
statutory lien" that is not avoidable under Sec. 545(2), is not
limited merely to the attachment of liens, but is broad enough to
include lien perfection.  In re Motion Marketing Solutions, Inc.,
--- B.R. ----, 2009 WL 1037579 (Bankr. N.D. Tex.).


MULTIPLAN INC: Moody's Gives Positive Outlook; Keeps 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service changed the outlook of Multiplan, Inc.
to positive and affirmed the B2 Corporate Family Rating.  The
change in outlook reflects strong interest coverage and cash flow
generation for the ratiing, substantial progress with debt
repayment, and Moody's expectation that free cash flow will
continue to improve in relation to debt even in an environment
where revenues are likely to be pressured by economic weakness
generally, and higher unemployment in particular.

The rating remains constrained by lack of organic growth in a
mature niche within the health care management market, the
company's relatively small size, relatively high leverage and
history of acquisitions.  The B2 Corporate Family Rating is
supported by the successful integration of PHCS, financial
performance and cash flow generation at the high end of Moody's
expectations in recent quarters, and the company's scale and
covered lives within a niche market.  The ratings also take into
account the company's progress in paying down debt since the PHCS
transaction was completed, as well as the realization of
significant expense synergies by reducing staffing redundancies in
network development, information technology, account management
and elsewhere.

Moody's took these rating actions:

  -- Affirmed the B2 Corporate Family Rating;

  -- Affirmed the B2 Probability of Default Rating;

  -- Affirmed the B1 (LGD3, 35%) rated $50 million senior secured
     revolving credit facility due 2012;

  -- Affirmed the B1 (LGD3, 35%) rated $606 million Senior Secured
     Term Loan B and Term Loan C due 2013; and

  -- Affirmed the Caa1 (LGD5, 86%) rated $219 million 10.375%
     Senior Subordinated Notes due 2016.

The outlook for the ratings was changed to positive from stable.

The last rating actions on Multiplan were taken on September 22,
2006 and September 29, 2006, when the B2 Corporate Family Rating
was affirmed.

MultiPlan Inc., based in New York, New York, operates principally
in the health care benefits field as a Preferred Provider
Organization, providing health care cost management via contract
arrangements between health care providers and insurance carriers,
HMO's, third party administrators and Taft-Hartley benefit funds
("payers") throughout the United States.  Fees are generated from
discounts provided for payers that access the company's network.
The company reported $356 million in revenues in 2008.


NEW JERUSALEM: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The New Jerusalem Deliverance Church
           dba Life Worship and Training Center
        830 Auburn Rd
        Pontiac, MI 48342

Bankruptcy Case No.: 09-54891

Chapter 11 Petition Date: May 11, 2009

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

Judge: Marci B. McIvor

Debtor's Counsel: Michael A. Stevenson, Esq.
                  29200 Southfield Road
                  Suite 210
                  Southfield, MI 48076
                  Tel: (248) 423-8200
                  Fax: (248) 423-8201
                  Email: mas@stevensonbullockplc.com

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

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

A list of the Company's 17 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/mieb09-54891.pdf

The petition was signed by Robert E. Joyce, senior pastor and
director of the Company.


NORWOOD PROMOTIONAL: Can Access Wachovia $30MM DIP Loan on Interim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Norwood Promotional Products Holdings Inc. and its affiliated
debtors to access, on an interim basis, $30 million under a
superpriority revolving credit facility from Wachovia Bank
National Association.

The Court also allowed the Debtors to use cash collateral.

The DIP facility will expire on the earliest to occur of
(i) Aug. 3, 2009; (ii) confirmation of a plan; and (iii) a sale of
the Debtors' assets.

Proceeds of the DIP facility will be used to (i) pay costs,
expenses and fees incurred, and (ii) provide working capital and
for other general corporate purposes.

The DIP facility incurs interest at Base Rate -- including floor
of 3.25% -- plus 3.5.  Default rate is Base Rate plus 5.5%.

The Debtors will pay a host of fees including monthly $3,500
servicing fee and $100,000 DIP facility fee to the lender as part
of the transaction.

The DIP facility is subject to $1.5 million carve-out to pay fees
and expenses incurred by professionals retained by the Debtors or
any committee.

To secured their DIP obligations, the lenders will be granted an
allowed superpriority administrative claim over any and all other
obligations

The DIP facility contains customary and appropriate events of
default.

A hearing is set for June 1, 2009, at 2:00 p.m., to consider final
approval of the Debtors' DIP request.  Objections, if any, are due
May 28, 2009.

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

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

Headquartered in Indianapolis, Indiana, Norwood Promotional
Products Holdings Inc. -- http://www.norwood.com/-- make and
prints promotional items with corporate logos and messages.  The
company and six of its affiliates filed for Chapter 11 protection
on May 5, 2009 (Bankr. D. Del. Lead Case No. 09-11547).  Young,
Conaway, Stargatt & Taylor, and Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  The Debtors selected
Mackinax Partners LLC as restructuring consultant; Houlihan Lokey
Howard & Zukin Capital Inc. as investment and financial advisor;
and Epiq Bankruptcy Solutions LLC claims agent.  When the Debtors
filed for protection from their creditors, they listed both assets
and debt between $100 million to $500 million.


NORWOOD PROMOTIONAL: Court Approves $30,000,000 Wachovia DIP Loan
-----------------------------------------------------------------
Bloomberg's Bill Rochelle reports that Norwood Promotional
Products Holdings Inc. received from the U.S. Bankruptcy Court for
the District of Delaware (Wilmington) interim approval of a
$30 million loan package from Wachovia Bank N.A.  The Court will
consider final approval of the DIP loan on June 1.

The Bankruptcy Court, according to Mr. Rochelle, will hold a
hearing on May 21 to consider the proposed procedures for the sale
of its assets.  Norwood has signed a contract to sell its assets
for $132 million, including $101 million in cash, to an affiliate
of Aurora Capital Group, subject to higher and better offers at an
auction.  The Debtor is proposing a June 16 deadline for competing
bids, a June 18 auction, and a June 19 sale hearing.

Norwood said in a statement that it has secured an extension of
its existing revolving credit line to avoid any disruption to the
business.

According to Dow Jones, Norwood Promotional said that as of
December 31, 2008, its assets totaled $150.26 million.  Dow Jones
relates that the Company's debts include:

     -- $11.8 million in secured debt owed to Wachovia on account
        of the bankruptcy loan; and

     -- $133.8 million on a secured loan provided by a group of
        lenders led by The Bank of New York Mellon.

                     About Norwood Promotional

Norwood Promotional Products -- http://www.norwood.com/-- is an
industry leading supplier of imprinted promotional products.  The
company offers nearly 5,000 products and is a market leader in
several of the industry's major product categories.  Norwood also
offers hundreds of products on 24-Hour service at no extra charge.

Norwood Promotional Products Holdings, Inc. and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case.  The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel.  Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant.  Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent.  The Company said its
assets are $150 million while debt totals $295 million.


NOVEMBER 2005: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and all issue-level ratings on November 2005 Land Investors LLC to
'D' following the company's announcement that it has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in Nevada.  The recovery ratings on the company's
senior secured first-lien and second-lien debt are unchanged at a
'4' and '6', respectively.  The bankruptcy filing affects roughly
$231 million in rated bank debt.

It is S&P's understanding that the voluntary bankruptcy filing
relates to the company's need to restructure its secured bank
loans.  The residential development project in Las Vegas that
serves as collateral for the rated loans has been under stress due
to the severe deterioration of the Las Vegas housing market.  This
has delayed the company's ability to sell land, upon which it is
reliant to repay its bank debt.

The borrower is a joint venture formed for the purpose of
acquiring and entitling 2,140 net acres located approximately 12
miles northwest of the Las Vegas Strip, and for constructing the
necessary infrastructure improvements for the development.

                         Ratings Lowered

                November 2005 Land Investors LLC

                                        Rating
                                        ------
                                     To         From
                                     --         ----
   Issuer credit                     D/NM/--    CC/Negative/--
   First-lien term facility          D          CC
    Recovery rating                  4          4
   Second-lien term facility         D          C
    Recovery rating                  6          6


NOVEMBER 2005: Moody's Cuts Ratings to 'D' on Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of November 2005 Land Investors, LLC to D from Ca following
its filing for protection under Chapter 11 of the US Bankruptcy
Code.  Subsequent to this rating action, Moody's will withdraw all
of the ratings of November 2005 Land Investors.

These rating actions were taken:

  -- Probability of Default rating, lowered to D from Ca;
  -- First lien debt rating, unchanged at Caa3 (LGD3, 31%)
  -- Second lien debt rating, unchanged at C (LGD5, 85%).

Moody's most recent announcement concerning the ratings for
November 2005 Land Investors was on December 30, 2008, at which
time Moody's lowered the company's corporate family rating to Ca
from Caa1, with similar reductions in the ratings on the different
issues of debt.  November 2005's previous ratings were assigned by
evaluating factors that Moody's believed were relevant to the
company's risk profile, such as the company's (i)
sponsorship/ownership, (ii) level of presales vs. spec sales,
(iii) inflection point in its development cycle, and (iv) capital
withdrawals.  These attributes were compared against other issuers
within the company's core industry, and the company's ratings were
believed to be comparable to those of other issuers with similar
credit risk.

November 2005 Land Investors, LLC is a single-purpose entity that
was formed to bid on 2,675 acres of land in the City of North Las
Vegas, Nevada at a U.S. Bureau of Land Management auction that was
held in November 2005.  As the successful bidder at a price of
$639 million, NLV has been constructing major community
infrastructure, preparing to bring a portion of the property to
"super pad" status for its four individual members: affiliates of
the Olympia group of companies (which is acting as the project
manager), Standard Pacific Corp. (rated Caa1 negative), Astoria
Homes, and American West Homes, as well as originally to D.R.
Horton, Inc.  Although not a party to the joint venture structure
formed by NLV or to the bank credit agreement used to finance the
structure, D.R. Horton purchased approximately 20% of the acreage
for $127.8 million and had been paying a portion of its 20% pro
rata share of total development expenses.  D.R. Horton has since
sold its land to a third party.


NRG ENERGY: Must Recalculate Retiree Pension Benefits
-----------------------------------------------------
A federal court ordered NRG Energy, Inc., to recalculate pension
benefits for retired employees despite the Company's claim that a
Chapter 11 confirmed in 2003 precludes any responsibility to the
retirees, according to Law360.

Headquartered in Princeton, NRG Energy, Inc., owns and operates
power generating facilities, primarily in Texas and the northeast,
south central and western regions of the United States.  NRG also
owns generating facilities in Australia and Germany.

                             *   *   *

According to the Troubled Company Reporter on March 5, 2009,
Fitch Ratings is maintaining its Rating Watch Evolving on NRG
Energy Inc. following the announcement that NRG would be acquiring
Reliant Energy Inc.'s Texas retail business for $287.5 million
plus working capital.  These ratings remain on Rating Watch
Evolving by Fitch (i) Issuer Default Rating at 'B'; (ii) Senior
secured term loan B at 'BB/RR1'; (iii) Senior secured revolving
credit facility at 'BB/RR1'; (iv) Senior notes at 'B+/RR3'; and;
(v) Convertible preferred stock at 'CCC+/RR6'.  Approximately
$8.1 billion of debt is affected.


NTK HOLDINGS: Moody's Affirms 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed NTK Holdings' Caa2 CFR and
affirmed the ratings at its wholly owned subsidiary Nortek.  At
the same time, NTK's Probability of default was changed to Caa2
from Caa2/LD.  The ratings outlook remains negative.

These ratings/assessments have been affected:

Issuer: NTK Holdings, Inc.

  -- Corporate family rating affirmed at Caa2;

  -- Probability of default (PDR) changed to Caa2 from Caa2/LD;

  -- $403 million senior discount notes due 2014, affirmed at Ca
     (LGD5, 89%) previously at (LGD6, 90%);

Issuer: Nortek, Inc.

  -- $750 million Senior Secured Notes, due 2013, affirmed at B3
     (LGD2, 28%);

  -- $625 million 8 1/2% Senior Subordinated Notes due 2014,
     affirmed Caa3 (LGD4, 69%).

The ratings outlook remains negative.

Moody's last rating action for NTK Holdings occurred on May 6,
2009, at which time Moody's changed NTK's PDR to Caa2/LD following
the company's 10k disclosure that THL Advisors and certain
executive officers of Nortek Inc. (the operating subsidiary of NTK
Holdings) purchased $78.5 million face amount of senior unsecured
bridge loan facility for $29.1 million in the fourth quarter of
2008.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
leading diversified manufacturer of innovative, branded,
residential and commercial ventilation, HVAC, and home technology
convenience and security products.  Its products include range
hoods and other ventilation products, heating and air conditioning
systems, indoor air quality systems, and home technology products.
Revenues for 2008 were approximately $2.3 billion.


OPUS SOUTH: Wants to Reject Eight Leases and Abandon Properties
---------------------------------------------------------------
Opus South Corporation and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to:

   -- reject certain leases nunc pro tunc to 11:59 p.m. on
      April 30, 2009; and

   -- abandon certain personal property.

The Debtors proposes to reject the leases on these properties:

     Property                             Landlord
     --------                             --------
401 Cleveland Street               Capel Properties, Inc.
Clearwater, Florida

4th Floor of the building          Teachers Insurance and Annuity
4200 Cypress Street, Suite 444     Association of America
Tampa, Florida

Unit 6                             Graeme R. Hunter, Trustee of
the 9200 Corkscrew Road, Unit 6        Graeme R. Hunter Trust
Estero, Florida

Units 7 and 8                      Roorda Estero Park Commons, LLC
9200 Corkscrew Road, Unit 7 and 8  and J&S Estero, LLC
Estero, Florida

Condominium Unit 1213              Cherie L. Connolly
2305 Edgewater Drive
Orlando, Florida

Office Suites No. 11, 12, 24       Your-Office-Orlando
and 63

2 12' Wide trailers for use at     Williams Scotsman, Inc.
I85 Lawrence Suwanee Road
Suwanee, Georgia

The Debtors relate that the leases are burdensome to their estates
and that is in the best interest of their estates to reject the
Debtor leases and reduce their administrative expenses.

                    About Opus South Corporation

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.


PANOLAM INDUSTRIES: Taps Weil, Perella for Debt Restructuring
-------------------------------------------------------------
Panolam Industries International Inc. has retained Perella
Weinberg Partners LP as its financial advisor and Weil, Gotshal &
Manges LLP as its legal advisor in its discussions with the senior
lenders and the ad hoc group and restructuring efforts generally.
The Company has also agreed to pay certain fees incurred by the
financial and legal advisors to the senior lenders and the
financial and legal advisors to the ad hoc group of noteholders.

Panolam Industries said May 5 it is discussing a restructuring of
the Company's capital structure with an ad hoc group representing
a substantial majority of the Company's 10-3/4% Senior
Subordinated Notes due 2013.  These discussions are in addition to
the previously announced ongoing restructuring discussions the
Company has been having with its senior lenders under the
Company's senior secured credit facility.

As previously reported by the TCR, the Company entered into a
forbearance agreement with the senior lenders on March 31, 2009
pursuant to which the senior lenders have agreed, subject to
certain conditions, to forbear through June 30, 2009 from
exercising their rights and remedies under the Credit Agreement
governing the senior debt.  The terms of the forbearance agreement
prohibit the Company from, among other things, paying the April 1,
2009 interest payment on the Notes.  Under the indenture governing
the Notes, the failure to make the interest payment within a 30-
day grace period following the interest payment date constitutes
an event of default.  As a result of the expiration of this grace
period on April 30, 2009, the holders of 25% of the Notes or the
indenture trustee may, upon delivery of proper notice to the
Company, accelerate the Company's obligations under the Notes.
The Company has not received an acceleration notice from the
holders of the Notes or the indenture trustee.

As of May 4, 2009, the Company had approximately $43 million of
cash on hand.  "Given our strong liquidity position, we anticipate
conducting business with our customers and suppliers in the
ordinary course and on customary terms while we negotiate a
restructuring of our indebtedness," stated Robert J. Muller, the
Company's Chief Executive Officer.  "We believe that by promptly
restructuring our balance sheet, we will be able to preserve our
core business without disruption and emerge as a stronger
company," he added.

Panolam Industries disclosed assets of $412,283,000 and debts of
$440,162,000 as of December 31, 2008.  Panolam incurred a net loss
of $121,656,000 on $366,709,000 of net sales in the year ended
December 31, 2008, compared with a net income of $8,324,000 on
$424,397,000 of net sales the year before.

The decrease in sales is primarily attributable to lower thermally
fused melanine panels sales resulting from the slowdown in the
residential housing market and the closing of two Nevamar TFM
manufacturing facilities in Chino, California in June 2006 and a
TFM manufacturing facility in Tarboro, North Carolina in February
2007.

The Company said that based on its significant loss in 2008,
stockholder's deficit, and debt covenant violations there is
substantial doubt about its ability to continue as a going
concern.

                      About Panolam Industries

Based in Shelton, Connecticut, Panolam Industries International,
Inc. -- http://www.panolam.com/-- designs, manufactures and
distributes decorative overlay products, primarily thermally fused
melamine panels (TFMs) and high-pressure laminate sheets (HPLs),
throughout Canada and the United States.  The Company primarily
designs, manufactures, markets and distributes decorative laminate
products.  Its products are manufactured and primarily sold in
North America.

As reported by the TCR on May 11, 2009, Moody's Investors Service
lowered the probability of default rating of Panolam Industries
International, Inc., to Ca/LD from Ca.  In addition, Moody's
lowered the rating on the term loan and revolver to Caa3 from Caa2
and affirmed all other ratings.  The rating action reflects
Panolam's failure to make the interest payment on the 10.75%
senior subordinated notes within the 30 day grace period following
the April 1, 2009 interest payment date.  Moody's deems a default
to have occurred when an interest payment is not made by the end
of a grace period, regardless of whether an Event of Default has
been declared by noteholders.


PARKLEX ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Parklex Associates Inc
        244 east 62nd street
        New York, NY 10065

Bankruptcy Case No.: 09-12996

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Parklex Associates L.P.                        09-12997

Chapter 11 Petition Date: May 11, 2009

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

Debtor's Counsel: Isaac Nutovic, Esq.
                  Nutovic & Associates
                  488 Madison Avenue
                  16th Floor
                  New York, NY 10022
                  Tel: (212) 421-9100
                  Fax: (212) 421-8618
                  Email: INutovic@Nutovic.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Fred Deutsch, president of the Company.


PGI COS: Files Chapter 11 in Minneapolis
----------------------------------------
PGI Cos. filed a Chapter 11 petition on May 7 before the U.S.
Bankruptcy Court for the District of Minnesota (Minneapolis).

The Company said asset is less than $10 million while debt exceeds
$10 million.

PGI Cos. is a direct-mail services provider from Hopkins,
Minnesota.


PHAR-MOR, INC.: U.S. Sup. Ct. Declines to Review Reclamation Claim
------------------------------------------------------------------
WestLaw reports that an administrative expense claim granted to a
vendor whose timely assertion of a state law right of reclamation
against goods previously sold to an insolvent debtor-buyer had
been denied was not effectively extinguished when the goods
subject to reclamation were sold and the proceeds were used to
satisfy the superpriority claims of lenders that provided
postpetition, debtor-in-possession financing, the Sixth Circuit
Court of Appeals previously held in a case in which the United
States Supreme Court has now denied certiorari.  The vendor had a
valid state law right of reclamation that not subject to the
rights of secured creditors.  Section 546(c)(2) of the Bankruptcy
Code grants the bankruptcy court the power to deny a properly
reclaiming vendor its right to reclaim the goods, but only by
granting the denied vendor either an administrative expense
priority in the amount of the goods or a lien on the proceeds
resulting from the use of those goods by the debtor.  In so
ruling, the Court of Appeals abrogated the decisions in In re
Pittsburgh-Canfield Corp., 309 B.R. 277 (6th Cir. B.A.P. 2004),
and In re Steinberg's, Inc., 226 B.R. 8 (Bankr. S.D. Ohio 1998).
In its petition for a writ of certiorari, the creditor argued that
the decision below, that the Uniform Commercial Code permits an
unpaid supplier, asserting a right to reclaim goods sold on
credit, to strip a secured lender of its lien rights in those same
goods, undermined the integrity of the banking system and was in
conflict with the holdings of the Fifth Circuit and numerous
federal courts in other circuits.  The case below is Phar-Mor,
Inc. v. McKesson Corp., 534 F.3d 502 (6th Cir. 2008).  See Phar-
Mor, Inc. v. McKesson Corp., U.S. Sup. Ct. No. 08-938, --- S.Ct. -
--, 2009 WL 192476, 77 USLW 3441 (2009).

Phar-Mor was represented by:

    Peter B. Grinstein, Esq.
    Nadler Nadler & Burdman Co. L.P.A.
    20 Federal Plaza West, Suite 600
    Youngstown, OH  44503

and McKesson was represented by:

    Jeffrey K. Garfinkle, Esq.
    Buchalter Nemer PC
    18400 Von Karman Avenue, Suite 800
    Irvine, CA  92612

                      About Phar-Mor

Phar-Mor, Inc., operated a chain of discount retail drugstores.
Phar-Mor and its eight operating subsidiaries sought protection
from their creditors under Chapter 11 of the Bankruptcy Code on
September 24, 2001 (Bankr. S.D. Ohio Case Nos. 01-44007 through
01-44015) The Court entered an order confirming the Debtors'
First Amended Joint Plan of Liquidation on March 13, 2003.


PILGRIM'S PRIDE: No Special Rules for Chicken Grower Claims
-----------------------------------------------------------
WestLaw reports that regardless of the precise contours of the
"public policy" exception to the ordinary "business judgment"
rule, under which a court must in certain circumstances consider
the public policy implications of allowing a debtor to reject an
executory contract, the exception was not implicated by Chapter 11
debtors' motion to reject their executory contracts with certain
growers that raised the debtors' baby chicks until they were ready
for slaughter, despite allegedly retaliatory nature of the motion
to reject based on claims that growers had made under the Packers
and Stockyards Act (PASA), and despite the impact that rejection
of the executory growers' agreements would have on the local
economy.  No national policy existed respecting chicken growers at
all similar to that implicated by collective bargaining
agreements.  Rejection did not encroach on matters committed to
any federal regulator.  Nor were the health and safety of the
public implicated by rejection of the agreements.  In re Pilgrim's
Pride Corp., --- B.R. ----, 2009 WL 1080162 (Bankr. N.D. Tex.).

                 About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the Company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Incurs $58.77-Mil. Net Loss for Fiscal Q2 2009
---------------------------------------------------------------
Pilgrim's Pride Corp., incurred a net loss of $58,765,000 on net
sales of $1,698,102,000 for three months ended March 28, 2009,
compared with a net loss of $143,777,000 on sales of
$4,148,147,000 during the same period in 2008.

Pilgrim's Pride had $3,165,409,000 in total assets; $675,443,000
in total current liabilities, $891,491,000 in total liabilities
not subject to compromise, and $2,208,893,000 in liabilities
subject to compromise; and $65,025,000 in stockholders' equity as
of March 28, 2009.

Pilgrim's Pride's report on Form 10-Q for its fiscal second
quarter also noted that the Company's exclusive period to file a
plan ends September 30, 2009, and its related plan solicitation
period expires November 30.  It said that it might file "one ore
more motions" to request further extension of the Exclusive
Periods.

"The timing of filing a plan of reorganization by us will depend
on the timing and outcome of numerous other ongoing matters in the
Chapter 11 proceedings," the regulatory filing said.

Pilgrim's Pride said its management is addressing the Company's
ability to return to profitability by conducting profitability
reviews at certain facilities in an effort to reduce
inefficiencies and manufacturing costs.  In April 2009, the
Company reduced headcount by approximately 115 non-production
employees and announced the upcoming closure of a processing
complex in Dalton, Georgia that will reduce headcount by
approximately 280 production employees.  During the fiscal second
quarter of 2009, the Company (1) announced the upcoming closures
of processing complexes in Douglas, Georgia; El Dorado, Arkansas;
Farmerville, Louisiana and Franconia, Pennsylvania, (2) closed a
distribution center in Houston, Texas and (3) reduced or
consolidated production at various facilities throughout the US.
These actions will ultimately result in a headcount reduction of
approximately 3,560 production employees.  During the first fiscal
quarter of 2009, the Company reduced headcount by approximately
265 non-production employees and announced an upcoming reduction
in production at its processing complex in Live Oak, Florida that
will result in a headcount reduction of approximately 220
production employees.

A copy of the Quarterly Report is available for free at:

                 http://ResearchArchives.com/t/s?3cc2

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The Company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi, and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The Company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


POMARE LTD: Court Delays Ruling on Ch. 11 Trustee Appointment
-------------------------------------------------------------
Janis L. Magin at Pacific Business News reports that the Hon.
Robert Faris of the U.S. Bankruptcy Court for the District of
Hawaii has delayed ruling on whether to appoint a trustee to take
over Hilo Hattie in its Chapter 11 bankruptcy proceedings.

As reported by the Troubled Company Reporter on April 17, 2009,
the Official Committee of Unsecured Creditors of Hilo Hattie asked
the Court to appoint a Chapter 11 trustee of the Debtor.

Pacific Business relates that the committee said that Hilo
Hattie's failure to file a plan of reorganization and projections
for new stores, coupled with ongoing losses, warranted the
appointment of a trustee.

Jim Wagner, the attorney for Hilo Hattie, argued that appointing a
trustee would make a difficult case more complicated, and asked
Judge Faris to continue the request until the June 22 hearing,
Pacific Business says.

According to Pacific Business News, Judge Faris will rule on the
committee of unsecured creditors' request for a trustee on
June 22, the same day that the court will consider a request by
the U.S. trustee to convert Hilo Hattie's case to a Chapter 7
liquidation.  The TCR reported on May 1, 2009, that acting U.S.
Trustee Tiffany Carroll and assistant trustee Curtis Ching filed a
motion seeking to convert Hilo Hattie's Chapter 11 reorganization
case to Chapter 7 liquidation.

Judge Faris, Pacific Business News states, suggested to the
creditors' attorneys that the only choice a Chapter 11 trustee
would have would be to do a quick sale of Hilo Hattie or convert
it to Chapter 7 liquidation.

Hilo Hattie has received rent relief in the form of abatements
from all but one of its landlords, Pacific Business News says,
citing Mr. Wagner.  Judge Faris said that was the only reason Hilo
Hattie is able to pay its vendors and not paying its landlords was
"not viable over the long term," according to Pacific Business
News.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
October 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C.
Choi, Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge,
represent the Debtor as counsel.  Alexis M. McGinness, Esq., and
Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent The
Official Committee of Unsecured Creditors as counsel.  In its
schedules, the Debtor listed total assets of $15,825,657, and
total debts of $13,767,047.


PROSPECT THERAPEUTICS: Joseph F. Finn to Auction Assets on June 29
------------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said the assets of Prospect
Therapeutics, Inc. have been assigned to him for the benefit of
Prospect's creditors.

Prospect's lead product candidate, GCS-100, is a carbohydrate
molecule designed to inhibit the activity of galectin-3, a protein
found in high concentration in a broad range of human cancers and
whose over-expression is associated with poor prognosis in cancer
patients.  It is presently in Phase 2 clinical trials.  The
intellectual property, regulatory dossier, fixed assets and
clinical inventory will be sold at auction on Monday, June 29,
2009 at 12:00 noon.

Persons interested in bidding must sign a Confidentiality
Agreement obtained from Finn's Office:

     jffinnjr@earthlink.net

     -- or --

     Tel: (781) 237-8840

They will then receive a bid package.

Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts.  He works primarily in the area of
management consulting for distressed enterprises, bankruptcy
accounting and related matters, such as assignee for the benefit
of creditors and liquidating agent for a corporation.  He has been
involved in a number of loan workouts and bankruptcy cases for 35
years.  His most recent Assignment for the Benefit of Creditors in
the biotech field was Spherics, Inc. and ActivBiotics, Inc.


QIMONDA NA: Simpson Thacher Helped Get $60MM in DIP Financing
-------------------------------------------------------------
Law firm Simpson Thacher has represented semiconductor parts maker
Qimonda AG's North American units in obtaining $60 million in
debtor-in-possession financing to continue funding operations
while they seek a buyer for the U.S. manufacturing facilities.

Qimond's North American units filed for Chapter 11 protection this
past February 20 in U.S. Bankruptcy Court in Delaware.  The parent
Company, headquartered in Dresden, Germany, is one of the world's
leading producers of dynamic random access memory for the
semiconductor industry.  Its operations ran into severe liquidity
problems in the past year in the face of a worldwide glut for DRAM
chips.  The European parent was unable to obtain additional
capital, causing both it and the American units to initiate
insolvency proceedings.

A fund managed by GB Merchant Partners, an affiliate of Gordon
Brothers, the noted business appraisal and liquidation firm, led
the DIP financing, which included a $40 million interim loan
secured in late March and an additional $20 million to ensure the
company has sufficient time to locate a buyer for its
manufacturing site in Richmond, Virginia.

"Rather than lose value in a fire sale of assets, the DIP
financing provides the company enough liquidity to seek buyers in
an orderly fashion," explained Simpson Thacher bankruptcy partner
Mark Thompson, who led the team advising Qimonda.   Mr. Thompson
noted that the company's Richmond plant was completed only
recently at a cost of approximately $3 billion, and includes
highly sophisticated equipment for producing 200mm and 300mm
memory chips.

A consortium of ATREG (a division of Collier International),
Emerald Technologies and Gordon Brothers has been authorized by
the Bankruptcy Court to conduct the search for a buyer.

Qimonda is the second noteworthy debtor engagement completed by
Simpson Thacher in recent weeks.  In April, the firm helped
leading U.S. bus manufacturer Motor Coach Industries complete a
$430 million financial restructuring allowing it to emerge from
Chapter 11 in only seven months.  That funding package included a
$200 million equity investment by funds managed by Franklin Mutual
Advisors, as well as $230 million in exit financing from certain
of its existing lenders, including $75 million in senior credit
from GE Capital, and an additional $155 million second lien loan
from affiliates of existing term debtholders.

                       About Simpson Thacher

Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com/-
- is a leading global law firm with offices in New York, Beijing,
Hong Kong, London, Los Angeles, Palo Alto, Tokyo, and Washington,
D.C.  Established in 1884, the Firm has more than 800 lawyers.
Globally, the Firm provides coordinated legal advice on the
world's largest and most complex corporate transactions and
litigation matters.


QUEBECOR WORLD: Seeks OK of Disclosure Statement, Voting Protocol
-----------------------------------------------------------------
Quebecor World, Inc., and its debtor affiliates ask Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of New
York to approve the Disclosure Statement explaining their Joint
Plan of Reorganization as having "adequate information" as defined
in Section 1125(b) of the Bankruptcy Code.

The Debtors also ask the Court to approve their proposed
solicitation, noticing, and tabulation procedures, and their
ballot forms.  The Debtors also ask the Court to establish the
deadline for filing objections to the Plan and schedule the
hearing to consider confirmation of the Plan.

The Debtors propose this dates for the approval of their
Disclosure Statement and the confirmation of their Plan:

   May 5, 2009   -- Deadline to File Disclosure Statement
                    Exhibits

   May 8, 2009   -- Voting Record Date

   May 12, 2009  -- Disclosure Statement Objection Deadline

   May 15, 2009  -- Disclosure Statement Hearing

   May 21, 2009  -- Distribution of Solicitation Packages

   June 8, 2009  -- Deadline for Filing Exhibits to Plan

   June 18, 2009 -- Plan Voting Deadline

   June 19, 2009 -- Plan Confirmation Objection Deadline

   June 26, 2009 -- Deadline for Debtors' Reply to Plan
                    Confirmation Objections

   June 30, 2009 -- U.S. and Canadian Plan Confirmation
                    Hearings

Donlin, Recano & Company, Inc., will serve as the Debtors' Voting
Agent.

Section 1125(b) requires that a plan proponent provide "adequate
information" regarding a debtor's proposed Chapter 11 plan.
Section 1125(a)(1) defines adequate information means information
about the nature and history of the debtor and the condition of
the debtor's books and records, including a discussion of the
potential material Federal tax consequences of the plan to the
debtor, any successor to the debtor, and a hypothetical investor
typical of the holders of claims or interests in the case, that
would enable such a hypothetical investor of the relevant class
to make an informed judgment about the plan, but adequate
information need not include such information about any other
possible or proposed plan and in determining whether a disclosure
statement provides adequate information, the court shall consider
the complexity of the case, the benefit of additional information
to creditors and other parties-in-interest, and the cost of
providing additional information.

The Debtors' Disclosure Statement satisfies these standards,
stresses Michael J. Canning, Esq., at Arnold & Porter LLP, in New
York.

                           Amended Plan

The Debtors filed a first amendment to their Joint Plan of
Reorganization and the Disclosure Statement explaining the Plan on
May 5, 2009.

The Amended Plan contemplates that solely for voting confirmation
and distribution purposes (i) each and every Claim against any
Debtor in the Chapter 11 cases will be treated as if it were a
single Claim against all Debtors; and (ii) to the extent that a
creditor has Claim in respect of the same underlying obligation
against one or more Debtors in the Chapter 11 cases or against
Quebecor World, Inc., in its insolvency proceedings under the
Canadian Companies' Creditors Arrangement Act, the creditor will
receive a single recovery in respect of the Claim, which Claim
will be satisfied as set forth in the Amended Plan and in the
Canadian Plan.

The Debtors stated that they are not seeking, and neither the
Amended Plan nor the Confirmation Order will effectuate,
substantive consolidation of the Debtors' estates.

The Amended Plan and Disclosure Statement incorporate these
additional provisions:

(a) Change of Corporate Name

On the Effective Date, each of the Reorganized Debtor will change
its name to delete reference to the word "Quebecor" or any
deceptively similar names.  No later than the date of the
Confirmation Hearing, the Debtors will file with the Court the
new names to be adopted by the Reorganized QWI and the
Reorganized Debtors intended to survive the Restructuring
Transactions.

Commencing on the Effective Date, Reorganized QWI and the
Reorganized Debtors will transition and phase out and cease the
use of their prior corporate names and any names, trademarks,
trade names, or logos bearing the name "Quebecor" or any similar
names, variations, derivations, trademarks, trade names or logos
that are deceptively similar to "Quebecor."  These restrictions,
however, will not be applicable for a 90-day period of transition
commencing on the Confirmation Date to allow far the sale of
inventory existing at or around the Confirmation Date and to use
any labeling letterhead packaging shipping, billing and other
processes that use the name "Quebecor" and any names trademarks
trade names or logos bearing the name " Quebecor."  Reorganized
QWI and the Reorganized Debtors will have until the first
anniversary of the Effective Date to replace all signage on each
of their buildings and facilities that use the "Quebecor" name,
which replacement will be done first with respect to all
buildings and facilities in Canada and thereafter in the United
States and Latin America.

(b) Board of Directors of Reorganized QWI

The initial Board of Directors of QWI as of the Effective Date
will be determined through a search process designed to obtain
board participation from independent, respected individuals
having the experience, reputation, contacts and skills which are
relevant to the success of Quebecor World's business.  Industry
expertise and contacts as well as geographical diversity and
knowledge of QWI's customer base are to be considered in the
process.  The search committee will include four representatives
of the Syndicate Committee two representatives of the Ad Hoc
Committee of Noteholders and one representative of the Creditors'
Committee.  Details of the search process including
identification of ancillary governance issues to be addressed by
the search committee are to be established in consultation with
OWI and appropriate interim reports will be made to QWI the
Syndicate Committee the Creditors' Committee and the Ad Hoc
Committee of Noteholders.

(c) Management of the Litigation Trust

A litigation trust will be created on the Effective Date.  The
Litigation Trust will be managed and operated by the Litigation
Trustee.  A Governing Board composed of 10 members will have
certain approval rights on key issues relating to the operation
and management of the Litigation Trust.  The Governing Board will
be comprised of three members selected by the Syndicate Agreement
Agent six members selected by the Ad Hoc Group of Noteholders and
one member selected by the Official Committee of Unsecured
Creditors.

(d) Private Notes Reserve

The Private Notes Reserve will be held in reserve by the Debtors
or the Reorganized Debtors pending resolution of the Private
Notes Adversary Proceeding by the Final Order of the Bankruptcy
Court, whereupon, to the extent that the holders of the Private
Notes any amounts to the Litigation Trust regarding which they do
not waive any resulting Claim, holders of the Private Notes will
be deemed holders of Class 4 Claims entitled to participate in
the treatment accorded holders of Class 4 Claims of the Amended
Plan and will receive shares of New Common Stock and Warrant
Bundles held in the Private Note Reserve.

Private Notes Reserve means the aggregate of the Syndicate
Private Notes Contribution, the SocGen Private Notes Contribution
and the Class 4 Private Notes Contribution, which amounts will be
held and distributed as set forth in the Plan.

(e) U.S. Pension Plans

The U.S. Pension Plans will not he modified or affected by any
provision of the Amended Plan and will be continued after the
Effective Date in accordance with their terms.

(f) Syndicate Compromise

On the Effective Date, the Syndicate Compromise Amount otherwise
allocable to the holders of Allowed Syndicate Claims will be
transferred to the holders of Class 4 Claims in full
satisfaction, settlement, release and discharge of all possible
claims against the Syndicated Release Parties.

(g) Special Voting Procedures for Senior Notes

With respect to the Senior Notes held through Cede & Co. as
registered holder, the Claims Agent will distribute to the
Depository Trust Company and its proxy participants sufficient
solicitation packages with appropriate Ballots and Master Ballots
to allow solicitation packages to be delivered to each Beneficial
Holder.

The Nominees or their agents through which the Beneficial Holders
hold Senior Notes will forward the Solicitation Package including
appropriate Ballots to each Beneficial Holder for voting
purposes.  Each Nominee or Nominee's Agent will then summarize
the individual votes of each of their Beneficial Holders from a
Beneficial Holders' Ballot and then return the Ballots to the
Claims Agent prior to the Voting Deadline.

Any Beneficial Holder who holds Senior Notes in its own name as
of the Voting Record Date should vote on the Plan by completing
and signing the Ballots and returning it directly to the Claims
Agent on or before the Voting Deadline.

The Debtors believe that the new capital structure for the
Company resulting from the Plan will enable Reorganized Quebecor
World to retain its important business and customer relationships
compete more effectively for future and expended business
opportunities and participate successfully in industry
consolidating activities for the benefit of its stakeholders.

A blacklined copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/QWI_1stAmendedPlan.pdf

A blacklined copy of the First Amended Disclosure Statement
explaining the First Amended Plan is available for free at
http://bankrupt.com/misc/QWI_1stAmendedDS.pdf

               Treatment & Classification of Claims
                        Under Amended Plan

The First Amended Joint Plan and the Disclosure Statement
explaining that Plan filed by the Debtors contemplate this
classification and treatment of claims:

* Class 1 - Syndicate Claims/SocGen Claims

The Syndicate Claims will be allowed as of the Effective of the
Amended Plan in an amount equal to $[] in respect to the secured
portion of the Syndicate Claims and provided that $[] of the
Syndicate Claim held by BNP, which relates to certain foreign
exchange transactions and is further described in the proofs of
claim filed in the Chapter 11 cases by BNP, will constitute a
Disputed Claim and shall be held in the Distribution Reserve
pending final resolution of all objections to that portion of
BNP's Syndicate Claim.

Notwithstanding the treatment of the Debtors and QWI as if they
were consolidated for voting, confirmation and distribution
purposes, the Syndicate Claims will be finally allowed against
each of the applicable Debtor obligors under the Syndicate
Agreement and QWI as of the Effective Date but will only be
entitled to single recovery provided the Amended Plan and the
Canadian Plan.

The Debtors estimate that the aggregate allowed amount of the
Syndicate Claims is $741 million and estimate the percentage of
recovery at 85% to 88%.  Total allowed amount of the SocGen
Claims is estimated at $153 million.

* Class 2 - Secured Claims

The Debtors estimate that holders of Class 2 Secured Claims will
recover 100% of their claim amounts.  Secured Claims consist of
any claim, other than a DIP Facility Claim, SocGen Claim, or
Syndicate Claim, secured by a security interest in or a lien on
property in which a Debtor's estate has an interest or lien.

* Class 3 - General Unsecured Claims against Operating Debtors

The Debtors estimate that holders of Class 3 Claims will recover
50% of the amount of their claims.

* Class 4 - Senior Notes Claims and General Unsecured Claims
  against Non-Operating Debtors

Class 4 Claims are deemed impaired under the Plan.

* Class 5 - Convenience Claims

Estimated percentage recovery for holders of Class 5 Claims is
100% or less to the extent holders of Allowed Claims in excess of
$2,500 elect to reduce their Claims to participate in Class 5.

* Class 6 - Intercompany Claims

Intercompany Claims under the Plan are impaired.  These claims
will either be reinstated or discharged at the Debtors' election.

* Class 7 - Debtor Interests

Debtor Interests are unimpaired under the Plan.  On the Effective
Date, the Debtor Interests will be reinstated.

           Creditors to Vote on Canadian Plan on June 18

Ernst & Young, Inc., the court-appointed monitor of Quebecor
World, Inc., and its affiliates' reorganization proceedings under
the Canadian Companies' Creditors Arrangement Act, has asked the
Honorable Robert Mongeon of the Quebec Superior Court of Justice
to convene a creditors' meeting at which each class of affected
creditors under QWI's Canadian Plan will be asked to consider and
pass resolutions to approve the Canadian Plan.

The Meeting is proposed to be held at the Marriott Chateau
Champlain, Salle de Bal, at 1 Place du Canada in the City of
Montreal, Quebec, on June 18, 2009, at 10:00 a.m.

The Canadian Plan contemplates that the Affected Creditors will
be segregated into (1) Affected Syndicate/SocGen Class and (2)
Affected Unsecured Creditor Class.  The Monitor has asked that
"Creditors with Excluded Claims" as defined in the Canadian Plan
will not be entitled to vote at the Creditors' Meeting or receive
distributions under the Canadian Plan.

The Monitor will distribute a Notice of Creditors of the
Creditors' Meeting, a form of Proxy and Election Notice, a
Creditors' Instruction Letter and a copy of the Circular, at the
address appearing on an Affected Creditors' Proof of Claim no
later than May 25, 2009.

With regards to Beneficial Senior Noteholders, the Monitor will
communicate with these Noteholders through the Nominees and the
Depository Trust Corporation Participants and obtain their
participation in the voting process.

On or before July 10, 2009, the Monitor will file a report on the
Canadian Plan and on QWI's business and financial affairs with
the Canadian Court and will publish that report on its Web site
at http://www.ey.com/ca/quebecorworld/

                 Provisions under the Canadian Plan

In accordance with the Canadian Plan, Holders of Affected
Syndicate Claims will receive (i) the Syndicate Pro Rata share of
[2,637,500] QWI Class A Preferred Shares and 5,770,328 QWI Common
Shares; and (ii) [18.8]% of any recovery obtained by the
Litigation trust on account of the Contributed Claims net of the
costs of administration of the Litigation Trust.

In the event that the security claims by Societe Generale
(Canada) is determined to be valid and enforceable, Holders of
the Affected SocGen Claims will receive (i) the SocGen Pro Rata
share of [2,637,500] QWI Class A Preferred Shares and 5,770,328
QWI Common Shares, and (ii) [4.45]% of any recovery obtained by
the Litigation Trust.

Each member of the Affected Unsecured Creditor Class who has
filed an Election Notice with the Monitor by the Election
Deadline will receive a cash distribution in an amount equal to
the lesser of C$2,500 and the amount of its Proven Claim.  Member
of the Affected Unsecured Creditor Class who has not filed an
Election Notice with the Monitor by the Election Deadline will
receive its Pro Rata share of (i) 16,277,308 QWI Common Shares,
(ii) 10,723,019 Warrant Bundles; and (iii) 76.75% of any recovery
obtained by the Litigation Trust.

If the Plan is approved at the Creditors' Meeting by entities
representing 66-2/3% of the Affected Creditors, QWI will bring a
motion before the Canadian Court on June [30], 2009, seeking an
order sanctioning the Canadian Plan pursuant to CCAA.  Any
objection to the sanction order motion must be filed with the
Canadian Court on June [25].

A full-text copy of the Canadian Circular is available for free
at http://bankrupt.com/misc/qwi_ccaacircular.pdf

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Plan Liquidation & Valuation Analysis, Projections
------------------------------------------------------------------
Quebecor World, Inc., and certain of its U.S. subsidiaries, with
the assistance of Ernst & Young, Inc., in its capacity as court-
appointed monitor in QWI and certain of its affiliates' insolvency
proceedings pursuant to the Canadian Companies' Creditors
Arrangement Act, prepared an analysis of a hypothetical
liquidation of the QWI Entities.

Quebecor World, Inc., and its affiliates also prepared, together
with their financial advisors, projected financial information,
which includes projected and consolidated statements of income,
balance sheets, and condensed statements of cash flows, based on
(a) QWI's audited consolidated financial statements for 2008
prepared in accordance with Canadian GAAP; and (b) consolidated
projected results of operations, cash flows and financial
condition for Reorganized QWI for the four-year period from 2009
through 2010.

To assist the Quebecor World Inc. Board of Directors in evaluating
the U.S. Plan of Reorganization and the distributions that the
holders of Claims and Interests will receive under the U.S. Plan,
the Board determined that it was necessary to estimate the going
concern enterprise value of QWI following implementation of the
U.S. Plan as of the scheduled effective date of that Plan.

                  Liquidation Analysis Under Plan

The Liquidation Analysis provides an estimate of the realizable
value of the QWI Entities' assets through liquidation and the
resulting distribution to creditors in accordance with their
priorities in the context of a liquidation as opposed to the
implementation of the Plan of Reorganization.

                    Quebecor World, Inc.
       Illustrative Analysis of Hypothetical Liquidation
                  As of December 31, 2008
                       (In U.S.$000's)

                                 Net      High            Low
                                Book   Realization   Realization
Asset Realization               Value   Estimate      Estimate
-----------------               -----  -----------   -----------
Proceeds from assets
Cash and cash equivalents    $27,296      $27,296       $27,296
Trade accounts receivable    106,202       52,252        25,725
Inventories                   30,200       21,768        10,848
Land and buildings            21,732       27,649        20,784
Printing equipment and
   other fixed assets          82,186       42,682        24,827
Prepaids, non-trade
   receivables and other
   assets                     125,473       20,933         9,948
                            ---------  -----------  ------------
                              393,089      192,579       119,428

Proceeds from intercompany
assets
Postpetition intercompany
   receivables                 43,505       30,859        13,480
  Prepetition intercompany
   receivables                 30,399       26,018        25,924
  Intercompany receivables  4,168,884      279,128        55,924
                            ---------  -----------  ------------
                           $4,242,788      336,005        95,328

Liquidation costs
  Net cash flow from
    operations wind down                      (171)            -
  Holding and asset
    realization costs                      (23,085)      (21,542)
  Professional fees                        (20,621)      (15,521)
                                       -----------  ------------
Funds available for distribution          $484,706      $177,693
                                       ===========  ============

                              High     Low        High     Low
                              Claim  Distri-      Claim   Distri-
Creditor Distributions        Value  bution       Value   bution
                              -----  -------      -----   ------
Secured claims
  Bank Syndicate & SocGen        $-       $-    $10,848  $10,848
  DIP Lenders                61,525   61,525     69,894  69, 894
  Other creditors               110      110        110      110
                          --------- --------  --------- --------
                             61,635   61,635     80,851   80,851

Administrative, reclamation
and other priority claims
  Postpetition creditors     68,820   68,820     68,820   68,820
  Postpetition intercompany
    payables                 24,687   24,687     24,687   24,687
  Prepetition creditors           -        -          -        -
                          --------- --------  --------- --------
                             93,506   93,506     93,506   93,506

Unsecured claims
  Postpetition creditors    206,293   18,854    206,293      191
  Bank Syndicate & SocGen   748,469   68,407    737,621      684
  Noteholders             1,275,261  116,554  1,275,261    1,183
  Prepetition intercompany
    payables              1,250,221  114,265  1,250,221    1,160
  Prepetition creditors     125,662   11,485    125,662      117
                          --------- --------  --------- --------
                          3,605,609  329,565  3,595,058    3,335

Funds distributed to creditors      $484,706            $177,693
                                    ========            ========

Residual equity value, if any             $-                  $-

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/qwi_liquidation.pdf

              Financial Projections Under Amended Plan

The Financial Projections assume a fresh start date of July 1,
2009, with allowed Claims treated in accordance with the Plan.
Expenses incurred as a result of the Chapter 11 Cases and the
Canadian Proceedings are assumed to be paid on the Effective Date
of the Plan.  If the Company does not emerge from Chapter 11 in
the United States and CCAA in Canada within a short period after
the assumed Effective Date of July 10, 2009, additional
reorganization item costs will be incurred until the time the Plan
is confirmed.  These expenses, the Debtors stated, could
significantly impact the Company's results of operations and cash
flows.

                Quebecor World, Inc., and Subsidiaries
                 Projected Consolidated Balance Sheets
                      At December 31, 2008 to 2012
                            (In US$000,000)

                           Actual             Projected
                           ------  ----------------------------
Assets                      2008    2009    2010    2011    2012
                           ------  ------  ------  ------  ------

Current assets:
  Cash & cash equivalents    $209     $62     $72    $117    $274
  Accounts receivable         694     620     627     629     549
  Inventories                 233     206     217     226     237
  Income taxes receivable      31      14      14      14      14
  Future income taxes          14      24      22      23      23
  Prepaid expenses
     and deposits              41      32      32      32      32
                           ------  ------  ------  ------  ------
Total current assets        1,222     958     964   1,041   1,229

Property, plant and
   equipment                1,161     998     953     873     810
Intangible assets               -     333     292     251     214
Restricted cash                97      50      50      50      50
Future income taxes             6      26      20      14       8
Other assets                  334     113     122     135     144
                           ------  ------  ------  ------  ------
Total assets               $2,820  $2,478  $2,421  $2,364  $2,455
                           ======  ======  ======  ======  ======

Liabilities and Shareholders' Equity

Current liabilities:
  Bank indebtedness            $3     $17     $13     $13     $13
  Trade payables and
     accrued debts            480     447     445     452     459
  Income and other taxes
     payable                   41      59      59      53      54
  Other current debts           -       -       -       -       -
  Current portion of
     long-term debt           583      19      14      14      15
  Liabilities subject
     to compromise          2,883       -       -       -       -
                           ------  ------  ------  ------  ------
Total current liabilities   3,990     542     531     532     541

Long-term debt                 61     522     486     412     418
Other liabilities             246     466     437     361     306
Future income taxes            43     197     178     179     198
Preferred shares               35     225     255     289     327

Shareholders' equity (deficit):
  Capital stock             1,595     542     542     542     542
  Contributed surplus         103       -       -       -       -
  Retained earnings        (3,490)    (16)     (9)     48     122
  Accumulated other
     comprehensive income     237       -       1       1       1
                           ------  ------  ------  ------  ------
                           (1,555)    526     534     591     665

Total liabilities and
shareholders' equity
(deficit)                  $2,820  $2,478  $2,421  $2,364  $2,455
                           ======  ======  ======  ======  ======

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/qwi_projections.pdf

                   Valuation Analysis Under Plan

To assist the Quebecor World Inc. Board of Directors in evaluating
the U.S. Plan of Reorganization and the distributions that the
holders of Claims and Interests will receive under the U.S. Plan,
the Board determined that it was necessary to estimate the going
concern enterprise value of QWI following implementation of the
U.S. Plan as of the scheduled effective date of that Plan.  To
that end, the Board asked UBS Securities Canada, Inc., to
undertake an analysis of the estimated range of the going concern
enterprise value of the Reorganized Debtor.  UBS completed its
analysis on May 4, 2009.

In preparing its analysis, UBS, among others:

   (a) reviewed certain publicly available business and
       historical financial information relating to the Company;

   (b) reviewed certain internal financial information, analysis
       and other data relating to the business and financial
       prospects of the Reorganized Debtor, including the
       projected financial statements covering the period from
       2009 to 2013 and other projected information regarding the
       Reorganized Debtor prepared by management of the Company
       that were provided to UBS by the Company;

   (c) conducted discussions with members of the Company's senior
       management concerning the business and financial prospects
       of the Reorganized Debtor;

   (d) reviewed publicly available financial and stock market
       data with respect to certain other companies that UBS
       believed to be generally relevant;

   (e) reviewed the financial terms, to the extent publicly
       available, of certain transactions that UBS believed to be
       generally relevant;

   (f) considered certain industry and economic information
       relevant to the business of the Reorganized Debtor;

   (g) reviewed a draft version of the U.S. Plan and the
       Disclosure Statement dated April 19, 2009; and

   (h) conducted other financial studies, analyses and
       investigations, and considered those other information, as
       UBS deemed necessary or appropriate.

Based on UBS' analysis and review and subject to several
assumptions, the estimated going concern enterprise value of the
Reorganized Debtor, as of the assumed Effective Date of July 10,
2009, would be in a range between US$1.25 billion and US$1.75
billion.

A full-text copy of the Valuation Analysis is available for free
at http://bankrupt.com/misc/qwi_valuation.pdf

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Seeks July 21 Extension of Exclusive Periods
------------------------------------------------------------
Quebecor World, Inc., and its debtor affiliates ask Judge James
Peck of the U.S. Bankruptcy Court for the Southern District of New
York to further extend the period in which they have exclusive
right to file a plan of reorganization and solicit votes to accept
or reject the Plan through and including July 21, 2009.

Pursuant to the Court's March 26, 2009 Bridge Order, the
exclusive period during which only the Debtors may file and
solicit and obtain acceptances of the Plan currently expires on
June 26, 2009.  In connection with the Debtors' request to
approve their proposed solicitation procedures, they seek further
extension of the Solicitation Period until July 21, 2009.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
asserts that cause exists to extend the Solicitation Period.  The
Debtors have filed the Plan within the timeframe contemplated by
the Bankruptcy Code and the Solicitation Bridge Order, and are
proceeding toward a June 30, 2009 confirmation hearing.  To
permit the Debtors to focus on confirming and consummating the
Plan consistent with the proposed solicitation timeframe, the
Debtors seek an extension of the Solicitation Period, he further
asserts.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Gets Court OK to Enter Into $750MM Exit Financing
-----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York has authorized Quebecor World, Inc., and its
debtor affiliates to enter into and perform obligations under the
exit financing engagement letter they entered into with Credit
Suisse Securities (USA) LLC, GE Capital Markets, Inc., and
Wachovia Capital Markets LLC.

The Honorable Robert Mongeon of the Quebec Superior Court of
Justice entered into a parallel order authorizing Quebecor World,
Inc., and its affiliates to enter into the Exit Financing
Agreement.

Under the Exit Financing Letter, the Debtors and Quebecor World,
Inc., will have access to approximately $750 million in senior
secured credit facilities to be effective at or following the
effective date of the Plan of Reorganization with exit financing
amount consisting of any combination of:

  (a) term financing in the aggregate principal amount of $300
      million to $400 million, less the amount of any debt
      securities issued by the Debtors or QWI; and

  (b) a senior secured asset-based revolving credit facility
      with a letter of credit subfacility in an aggregate
      principal amount of $350 million to $450 million.

The Debtors will use the proceeds from the Exit Facility for,
among others, refinancing of their existing $1 billion DIP Credit
Facility.  Advances under the DIP Facility, including issued but
undrawn letters of credit, totaled $589 million as of April 26,
2009, and are expected to reach $609 million on July 5, 2009.

The Debtors are also authorized to pay the fees and expenses as
set forth in the Amended Engagement Letter.  The Debtors are
authorized to reimburse from time to time, upon presentation of a
summary statement, all reasonable out-of-pocket expenses payable
pursuant to the terms of the Engagement Letter.  Due to the
commercially sensitive nature of the fees payable pursuant to the
Engagement Letter, the document has been redacted to not publicly
disclose the fees contemplated under the document.

A full-text copy of the Exit Facility Engagement Letter in
redacted form is available for free at:

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

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUIGLEY CO: Asbestos Claimants Want "Bought" Votes Disallowed
-------------------------------------------------------------
A group representing asbestos claimants who have not reached
settlements with Quigley Co. Inc. and Pfizer Inc. asks the U.S.
Bankruptcy Court for the Southern District of New York to disallow
the votes of certain "settling plaintiffs" in favor of the fourth
amended Chapter 11 plan of Quigley.  The Ad Hoc Committee of Tort
Victims wants the votes disallowed for purposes of determining
whether the requirements of Section 524(g)(2)(B)(ii)(IV)(bb)
(acceptance by 75% in number) and Section 1126(c) (acceptance by
two-thirds in amount) have been satisfied -- which are among the
requirements for confirmation of the Plan.

Prior to the commencement of Quigley's bankruptcy, and in
contemplation of the bankruptcy, Pfizer engaged in extensive
efforts to settle its derivative liability with the holders of
asbestos-related personal injury claims.  The negotiations
culminated in a settlement agreement between Pfizer and more than
80% of the Asbestos PI Claimants.  Pfizer agreed to pay the
aggregate approximate amount of $430 million, to be divided among
the settling claimants based on disease category and exposure.  In
exchange, the settling claimants agreed to release their claims
against Pfizer and the Pfizer-protected parties, but did not agree
to release their claims against Quigley.

Counsel to the Ad Hoc Committee, Gregory T. Arnold, Esq., at Brown
Rudnick LLP, asserts that that the votes cast by the Settling
Plaintiffs were not cast in good faith, as Pfizer "bought" the
Plaintiffs' votes through moneys provided by Pfizer under the
settlements.

"Pfizer has engaged in a long and tortured process to buy enough
votes (on the cheap) with the hope that by doing so it will be
able to walk away from its responsibilities to thousands of
sick and dying victims for mere pennies on the dollar.  Too
financially healthy to make its own bankruptcy filing, Pfizer
resurrected a defunct subsidiary to use as the vehicle by which it
could obtain a channeling injunction and escape billions of
dollars in current and future asbestos liability," Mr. Arnold
said.

According to the Ad Hoc Committee, to push through its scheme,
Pfizer concentrated its effort on law firms representing clients
who historically had settled for very low dollars or with whom
Pfizer had never settled claims at all.

Pfizer, according to the dissenting asbestos claimants, severely
distorted the voting process by ensuring that acceptance of the
Proposed Plan was based -- not on the Plan's treatment of the
voters as creditors of Quigley -- but rather on improper "ulterior
motives."

"Because of the manner in which Pfizer blatantly bought and
exercised complete control over the Settling Plaintiffs' votes in
favor of the Proposed Plan, the Court must treat these votes as
though they were, in fact, cast by Pfizer itself," the Ad Hoc
Committee said.  Pfizer, the group said, is voting solely to
obtain a collateral benefit for itself - i.e., protection from
more than $4 billion in liability for what amounts to zero dollars
out of Pfizer's coffers.

Even if the Court views the votes as having been cast by the
Settling Plaintiffs themselves (notwithstanding Pfizer's unabashed
control over their votes), it is clear that Pfizer's scheme left
them no choice but to vote in favor of the Proposed Plan because
the economic value of the pre-petition settlement payments far
outweighed any nominal value that might one day be received as
creditors of Quigley under an approved plan, Mr. Arnold points
out.  He notes that even under conservative estimates, claimants
are unlikely to be paid under the Quigley trust for up to 20 years
after confirmation.

The current members of the Ad Hoc Committee are Weitz & Luxenberg,
PC, Cooney & Conway and the Law Offices of Peter G. Angelos, PC,
who collectively represent more than 34,100 individual asbestos
claimants.  These three firms have been representing asbestos
victims against Pfizer and Quigley for decades.

According to the Ad Hoc Committe, if the Settling Plaintiffs'
votes are properly designated and excluded from the results, only
66.27% in number of the holders of Asbestos PI Claims would have
voted in favor of the Proposed Plan, well short of the 75%
in number required by Section 524(g).

Objections to the Ad Hoc Committee's proposal are due May 29,
2009, and rebuttals are due June 9.  The Court will consider the
Ad Hoc Committee's motion at the confirmation hearing, which is
scheduled on or after June 9.

                     Attorney-Client Privilege

Judge Stuart M. Bernstein has issued an opinion memorandum that
would direct Pfizer and Quigley to produce documents not covered
by attorney-client privilege, common interest privilege, joint
defense privilege or work product privilege.  Judge Bernstein
identified which documents from Chrysler and Quigley are covered
by privilege, and thus need not be produced to the Ad Hoc
Committee.

Among the documents that the Ad Hoc Committee will receive copies
of are (i) e-mail exchanges between and among Pfizer's in house
counsel and Pfizer's employees concerning the identification of
products that Pfizer planned to transfer to Quigley to satisfy the
"on-going" business requirement, (ii) copies of e-mails in
connection with, and drafts of, the Disclosure Statement that were
shared to the Committee and FCR.

A copy of the Memorandum Decision and Order is available for free
at http://bankrupt.com/misc/Quigley_Opinion_Privilege.pdf

                       About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.
Attorneys from Cadwalader, Wickersham & Taft LLP and Greenberg
Traurig, LLP, represent Pfizer in the Chapter 11 case.  Attorneys
from Brown Rudnick Berlack Israels LLP represent the Ad Hoc
Committee of Tort Victims.  When the Debtor filed for protection
from its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.


RADIO ONE: High Liquidity Concerns Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded Radio One, Inc.'s
Corporate Family Rating to Caa1 from B3 and its Probability of
Default rating to Caa2 from Caa1 prompted by heightening concern
regarding liquidity and default risk.  Details of the rating
action are:

Ratings downgraded:

* Corporate Family rating -- to Caa1 from B3

* Probability of Default rating -- to Caa2 from Caa1

* $500 million Secured revolver -- to B2, LGD2, 18% from Ba3,
  LGD2, 13%

* $300 million Secured term loan -- to B2, LGD2, 18% from Ba3,
  LGD2, 13%

* $200 million 6 3/8% senior subordinated notes -- to Caa3, LGD4,
  69% from Caa2, LGD4, 63%

* $300 million 8 7/8% senior subordinated notes -- to Caa3, LGD4,
  69% from Caa2, LGD4, 63%

The rating outlook remains negative.

The downgrade of the CFR to Caa1 reflects Moody's heightening
concern that recessionary market conditions will continue in most
of Radio One's served broadcast markets over the near-to-
intermediate term, compressing the company's cash flow and
squeezing its liquidity.

The downgrade of the PDR to Caa2 incorporates Moody's view that
there is a heightened probability that Radio One will soon default
under its financial covenants, absent an amendment.  The rating
action also reflects Moody's concerns surrounding the company's
ability to refinance its senior secured credit facilities which
are scheduled to mature on January 1, 2011, unless the 8 7/8%
senior notes have been fully repurchased or retired prior to such
date.  Moreover, the downgrade underscores Moody's view that Radio
One will generate insufficient free cash flow to satisfy the
funding requirements of its scheduled term loan amortization
payments, which step up significantly in the second half of 2009.

The negative outlook reflects Moody's concerns that double-digit
declines of market spending on radio advertising will persist over
the near term and that secular pressure will continue as listeners
are provided an increasing array of alternative forms of
entertainment and information media.

Radio One's Caa1 CFR reflects the company's reliance upon
advertising spending on broadcast radio, its dependence upon a
single format for most of its sales, its reliance upon four
markets for approximately 50% of radio station net revenues, the
willingness of management to continue repurchasing stock and the
company's high leverage (which Moody's estimates will
significantly exceed 8x times total debt to EBITDA by the end of
2009).

The rating is supported, nonetheless, by the company's diverse
geographic presence, its complementary properties targeting the
African-American audience and the preponderance of local
advertising sales in its radio revenue mix.

The last rating action occurred on November 14, 2008 when Moody's
downgraded Radio One's CFR to B3 from B2.

Radio One, Inc., headquartered in Lanham, Maryland operates
broadcasting, publishing and Internet-based properties, largely
targeting the African-American audience.  The company reported
sales of approximately $316 million in 2008.


RANGE RESOURCES: Moody's Affirms Corporate Family Rating at 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family
Rating, the Ba2 Probability of Default Rating, and the Ba3 and LGD
5 (point estimate changed to 76% from 72%) ratings on the existing
senior subordinated notes for Range Resources.  Simultaneously,
Moody's rated the new $300 million senior subordinated notes
offering Ba3 (LGD 5; 76%).  The outlook remains stable.

Proceeds from the new notes offering will be used to repay
revolver borrowings and is therefore viewed as liquidity enhancing
with no anticipated impact on consolidated leverage.  RRC has
publicly stated its intention to maintain capital spending within
cash flow during 2009.  Further liquidity has been raised through
the recently announced sale of its West Texas Fuhrman Mascho
properties for anticipated gross proceeds of $190 million
(including the liquidation of associated hedges) subject to
standard industry closing adjustments.

The affirmation reflects RRC's overall operating and financial
metrics that compare favorably to similarly rated exploration and
production companies.  Range continues to demonstrate positive
sequential quarter production trends, maintains a comparatively
good unit cost structure, has a clear track record of reserve
growth at very competitive reserve replacement costs, and has a
history of issuing common equity in conjunction with significant
acquisitions in order to maintain leverage commensurate with the
Ba2 rating.

The stable outlook incorporates the expectation of continued
positive production and reserve replacement trends and a reduction
in leverage back below the $6 range.  While leverage is currently
high for the rating with debt / proved developed reserves at
$7.53/boe, RRC's plans to spend within cash flow during 2009 which
would result in leverage reduction if reserves and production
increase during the course of the year in line with current trends
without the addition of new debt.

RRC has strong liquidity with a cash balance (pro-forma the West
Texas sale) of roughly $190 million and undrawn borrowing base
revolver capacity of approximately $743 million (pro-forma the
$300 million note offering), bringing total liquidity to nearly $1
billion.  Given plans to keep capital spending within cash flow
and the lack of any debt maturities until 2012, the company has
ample resources to cover its foreseeable cash needs over the next
twelve months.  The credit facility currently has an approved
borrowing base of $1.5 billion, which is in excess of the $1.25
billion committed amount of the facility.  This, along with the
small amount of borrowings relative to the $1.25 billion, provides
substantial cushion should the facility experience a commodity
price driven reduction in borrowing base.

The last rating action was on April 30, 2008 when Moody's affirmed
the existing debt ratings for Range with a stable outlook and
rated its new note issue.

Range Resources Corporation is headquartered in Fort Worth, Texas,
and is engaged in the exploration, development and acquisition of
oil and gas properties, primarily in the Southwestern, Appalachian
and Gulf Coast regions of the United States.


RANGE RESOURCES: S&P Assigns 'BB' Rating on $300 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue rating and '3' recovery rating to Range Resources Corp.'s
$300 million senior subordinated notes due 2019.  The ratings
indicate that lenders can expect meaningful (50% to 70%) recovery
in the event of default.

The exploration and production company will use the proceeds to
repay borrowings under its $1.25 billion revolving facility, which
had $807 million outstanding as of March 31, 2009.

                           Ratings List

                       Range Resources Corp.

Corporate credit rating                          BB/Stable/--

                           New Rating

       $300 million senior subordinated notes due 2019  BB
        Recovery rating                                 3


REGAL JETS: Asks Court to Okay Sale of Assets to MLT Development
----------------------------------------------------------------
Regal Jets, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware for authority to sell substantially all of its assets
to MLT Development Co., the Debtor's landlord at Love Field,
Dallas, free and clear of all liens and encumbrances.

Under the MLT Asset Purchase Agreement, dated March 27, 2009, the
estate would receive $1,285,000, net of all cure costs to assume
and assign certain executory contracts and unexpired leases.

At the auction on April 16, 2009, MLT Development, or its
assignee, was determined to have submitted the highest and best
offer and was declared the winning bidder.  MLT has assigned its
rights under the APA to its wholly-owned subsidiary Textar
Aviation, LLC.

Sovereign and the other secured lenders which assert security
interests in the assets senior to all other claims have consented
to the sale of the assets.

Based in Dallas, Texas, Regal Jets, LLC, filed for bankruptcy on
February 25, 2009 (Bankr. D. Del. Case No. 09-10648).  John D.
McLaughlin, Jr., Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP in Wilmington, represent the
Debtor.  When it filed for bankruptcy, the Debtor reported
$10 million to $50 million in assets, and $100 million to
$500 million in debts.


REFCO INC: Files Q1 2009 Post-Confirmation Quarterly Report
-----------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from January 1 to March 31, 2009.

Valerie E. DePiro, chief financial officer of Refco Inc. and Refco
Capital Markets, Ltd., reports that cash balance of $146,403,000
at the start of December 2008 decreased to $81,414,000 at the end
of the reporting period.  The Reorganized Debtors received
$871,000 in total cash and disbursed $5,548,000 for the first
quarter of 2009.

         Unaudited Schedule of Cash Receipts and Disbursements
                           (in thousands)

                                         Inter-
                      Beginning          Company
Ending
Debtor                Balance   Receipts Transfers Disbursements
Balance
------               ---------  -------- --------- ------------- -
------
Refco Capital Markets  $25,076    $334       $0       ($2,498)
$22,912
Refco Capital LLC       13,240     523     (151)       (2,871)
10,741
Refco Commodity Mgt.         3       -       (3)            -
-
Refco F/X Assoc.         6,753       2        -           (32)
6,723
Refco Global Holdings   36,226      12        -            (2)
36,236
Refco Inc.                 116       0      154          (145)
125
Other Debtors                -       -        -             -
-
                     ---------  -------- -------  ------------   -
------
Totals                 $81,414    $871       $0       ($5,548)
$76,737
                     =========  ======== =======  ============
=======

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco, LLC.  The $334,000 in receipts for RCM includes
proceeds from miscellaneous asset recoveries and interest income,
Ms. DePiro states.

According to Ms. DePiro, during the quarter ended March 2008, the
Debtors did not make an interim distribution of the RCM Cash
Distribution during the first quarter.  As of the company's
emergence to date, the Contributing Debtors have distributed
$520.3 million to RCM, net of $15 million RCM Wind-Down Reserve
and RCM's share of the Refco Litigation Trust funding.

RCM's $2.5 million in disbursements includes distributions to
creditors for $1.8 million and payment of operating expenses,
including professional fees.

Cash balances at March 31, 2009 and December 31, 2008, included
approximately $2.4 million and $4.22 million, related to
outstanding checks from the Interim Distributions of Assets in
Place and Interim Distributions of Additional Property.

The March 31, 2009 cash balance also includes (i) Capped Claims
Special Reserve of $4.0 million, (ii) 502(h) Special Reserve of
$3.0 million and (iii) the Disputed Claim Reserves of
approximately $6.6 million.

Mr. DePiro reports that on March 4, 2009, Refco Capital Markets
sold securities through VR Capital, as broker.  The net proceeds
from the Sales totaled $146,357.  She adds that as of the
Reporting Period, tax claims and notices were received by the
Debtors from the IRS and State taxing authorities in the aggregate
amount of approximately $20 million.  All original 47 claims filed
have been expunged or resolved.  Allowed claims total
approximately $1.6 million.

          Schedule of Cash Distributions to Creditors
                        (in thousands)

                                       Quarter Ended    Emergence
                                       March 31, 2009    to Date
                                       --------------   ---------
Administrative and Operating Expenses          $3,423     $93,352

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                                 -       1,557
Class 1 - Non Tax Priority Claims                   -           -
Class 2 - Other Secured Claims                      -           -
Class 3 - Secured Lender Claims                     -     703,967
Class 4 - Senior Subordinated Note Claims           -     335,985
Class 5(a) - Contributing Debtors
   General Unsecured Claims                       145     137,425
Class 5(b) - Related Claims                         -           -
Class 6 - RCM Intercompany Claims                   -           -
Class 7 - Subordinated Claims                       -           -
Class 8 - Old Equity Interests                      -           -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                 -          90
Class 1 - FXA Non-Tax Priority Claims               -           -
Class 2 - FXA Other Secured Claims                  -           -
Class 3 - FXA Secured Lender Claims                 -           -
Class 4 - FXA Sr. Subordinated Note Claims          -           -
Class 5(a) - FXA General Unsecured Claims           -      19,453
Class 5(b) - Related Claims                         -           -
Class 6 - FXA Convenience Claims                    -       4,827
Class 7 - FXA Subordinated Claims                   -           -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                 -           -
Class 1 - RCM Non-Tax Priority Claims               -           -
Class 2 - RCM Other Secured Claims                  -           -
Class 3 - RCM FX/Unsecured Claims               1,079     382,994
Class 4 - RCM Securities Customer Claims          720   2,594,889
Class 5 - RCM Leuthold Metals Claims                -      19,364
Class 6 - Related Claims                            -           -
Class 7 - RCM Subordinated Claims                   -           -

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the First Quarter 2009 is available at no
charge at http://bankrupt.com/misc/Refco1stQ2009PostCon.pdf

                    About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Chase London Balks at Bid to Abandon Unsold Securities
-----------------------------------------------------------------
Chase London Securities contends that proposal of Refco Plan
Administrator Marc S. Kirschner, with respect to the sale of
certain of Refco Capital Markets, Ltd.'s securities held in
custody accounts of Merrill Lynch Global Prime Broker Services and
Chase London "would go further than merely authorizing the
abandonment."

Mr. Kirschner had determined that the Unsold Securities are of
inconsequential value and of no benefit to RCM or its creditors
and should therefore be abandoned.  Mr. Kirschner, as RCM Plan
Administrator, is authorized to liquidate RCM's assets.

The Unsold Securities are held in these Custody Accounts:

  * Merrill Lynch Global Prime Broker Services Account

    Security Name                             Type        Number
    -------------                             ----        ------
    BMA Gold                                 Equity       40,000
    Suntech Environmental                    Equity       82,080
    Treasureland Environmental               Equity    6,156,000
    First Strike Diamonds                    Equity       27,071
    Mispec Resources, Inc.                   Equity      509,000
    Osprey Energy Ltd                        Equity        2,100
    Handelfinanz CCF BK 30 Nov 02 10.5 Pct   Bond         40,000
    Sairgroup Zuerich                        Equity        2,300

  * Chase London Securities Account

    Security Name                             Type        Number
    -------------                             ----        ------
    North Borneo Corp MYR 1 Equity           Equity        1,000
    Prolexus Berhard MYR 1                   Equity        2,500
    Repco Holdings Berhard MYR 1             Equity    1,858,000
    Middle Egypt Flour Mills                 Equity          100
    Alpargatas SAIC                          Bond            221
    Media Plus Public Co.                    Equity      800,000
    Media Plus Public Co.                    Equity      500,000
    Thai Press & Print Ltd                   Equity    7,000,000

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York, had
told the Court the RCM estate continues to incur charges for the
maintenance of the Custody Accounts that will not be offset by
value realized through sale of the Unsold Securities.  Moreover,
he said, Merrill Lynch Global Prime Broker Services is holding a
deposit valued at approximately $2,504,065 as of January 31, 2008,
which it will not release while that Custody Account remains open.

The RCM Plan Administrator has been unable to liquidate the Unsold
Securities, Mr. Clark noted.

Representing Chase London, Philip D. Anker, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, in New York, asserts that the Sale
would impose affirmative obligations with respect to Chase London,
including to "delete all electronic entries relating to the Unsold
Securities," which would be akin to extinguishing the Unsold
Securities, which Chase London, as custodian of the Securities,
cannot do without direction from the issuers of those Securities.

Chase London asked Judge Robert Drain to deny the Plan
Administrator's request to the extent it pertains to Chase London.
In the alternative, Chase London asks the Court, as a condition
for any obligation imposed on it, direct the Plan Administrator to
revise his records to reflect that the Unsold Securities have been
"deleted," after obtaining appropriate direction from the Issuers.

               Court Rules on Merrill Lynch Account

In an order, Judge Drain authorized the sale of the Unsold
Securities as to Merrill Lynch:

   Security Name                             Type        Number
   -------------                             ----        ------
   BMA Gold                                 Equity       40,000
   Suntech Environmental                    Equity       82,080
   Treasureland Environmental               Equity    6,156,000
   First Strike Diamonds                    Equity       27,071
   Mispec Resources, Inc.                   Equity      509,000
   Osprey Energy Ltd                        Equity        2,100
   Handelfinanz CCF BK 30 Nov 02 10.5 Pct   Bond         40,000
   Sairgroup Zuerich                        Equity        2,300

The Court permitted the transfer all of the Unsold Securities to
an account at Merrill Lynch that is designated to hold Abandoned
Property, and the disposal of the Unsold Securities consistent
with Merrill Lynch's policies.

The consideration of the Sale Request with respect to Chase London
has been adjourned by agreement between Mr. Kirschner and Chase
London on May 14, 2009, the Court noted.

                    About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REGAL JETS: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Regal Jets, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------     ------------
  A. Real Property
  B. Personal Property            $1,768,729
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $104,729,247
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $33,737
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $506,284
                                ------------     ------------
TOTAL                             $1,768,729     $105,269,269

Based in Dallas, Texas, Regal Jets, LLC, filed for bankruptcy on
February 25, 2009 (Bankr. D. Del. Case No. 09-10648).  John D.
McLaughlin, Jr., Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP in Wilmington, represent the
Debtor.  When it filed for bankruptcy, the Debtor reported
$10 million to $50 million in assets, and $100 million to
$500 million in debts.


RIVER WOODS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Woods, LLC
        P.O. Box 2617
        Boise, ID 83701

Bankruptcy Case No.: 09-01263

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Howard R. Foley, Esq.
                  Foley Freeman PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Email: hrfoley@foleyfreeman.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
FDIC                                               $6,797,515
1021 Whitney Ranch
Henderson, NV 89014

City of Cascade                                       $31,439
PO Box 649
cascade, ID 83611

United Pipe & Supply                                   $6,735
PO Box 6326
Portland, OR 97228

Hawley Troxell                                         $6,046

Hawley Troxell                                         $3,816

William Scotsman                                         $565

Idaho Power                                               $47

The petition was signed by Karl T. Bonar, president of the
company.


ROMA FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roma Foods of Oklahoma, Inc.
        1101 West Waterloo Road
        Edmond, OK 73025

Bankruptcy Case No.: 09-12488

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Hestia Holdings, LLC                           09-12497
    Eateries, Inc.                                 09-12499
    Best Restaurants, LLC                          09-12501
    Best Restaurants II, LLC                       09-12502
    Fiesta Holdings, Inc.                          09-12503
    Fiesta Holdings, LLC                           09-12505
    Fiesta Fulton Ranch, LLC                       09-12506
    Garcia's-Mills, LLC                            09-12507
    GRP of Fayetteville, LLC                       09-12510
    GRP of Ft. Smith, LLC                          09-12511
    GRP of Harrisburg, LLC                         09-12512
    GRP of Muskogee, LLC                           09-12513
    Eateries of MD, LLC                            09-12514
    Eateries, Inc. of West Virginia                09-12516

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Steven K. Balman, Esq.
                  Sneed Lang PC
                  One West Third Street Suite 1700
                  Tulsa, OK 740103
                  Tel: (918) 583-3145
                  Email: Sbalman@sneedlang.com

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

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

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/okwb09-12488.pdf

The petition was signed by Preston Stockton, president of the
Company.


RUFFIN ROAD VENTURE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ruffin Road Venture Lot 6
        800 East Charleston Blvd.
        Las Vegas, NV 89104

Bankruptcy Case No.: 09-17528

Chapter 11 Petition Date: May 11, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Nancy L. Allf, Esq.
                  Gonzalez Saggio & Harlan, LLP
                  411 E. Bonneville, Ste 100
                  Las Vegas, NV 89101
                  Tel: (702) 366-1866
                  Fax : (702) 366-1945
                  Email: nancy_allf@gshllp.com

Total Assets: $4,502,000

Total Debts: $2,285,469

According to its schedules of assets and liabilities, $2,236,896
of the debt is owing to secured creditors, $31,081 for taxes owed
to governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

    http://bankrupt.com/misc/nvb09-17528.pdf

The petition was signed by Kevin Tucker, president of the Company.


SANDERSON INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Sanderson Industries, Inc.
        3550 Atlanta Industrial Pkwy.
        Atlanta, GA 30331

Bankruptcy Case No.: 09-72311

Chapter 11 Petition Date: May 11, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: David G. Bisbee, Esq.
                  Law Office of David G. Bisbee
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  Email: bisbeed@bellsouth.net

Total Assets: $12,895,000

Total Debts: $16,513,276

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rory Sanderson                                     $4,320,000
3450 Industrial Pkwy
Atlanta, GA 30331

Guelph Tool, Inc.                                  $3,984,037
39 Royal Road
Guelph, Ontario, Canada

Guelph Tool Sales, Inc.                              $470,000
21450 Gibson Dr
Warren, MI 48089

Daimler Chrysler Corp.                               $369,821

Guelph Tool, Inc.                                    $250,000

Heidtman Steel Products Inc.                         $166,090

Welded Tubes, Inc.                                   $132,418

Eastern Plating                                      $103,114

Thompson Dayton Steel Service                         $81,355

Sivaco Qubec                                          $72,837

Aetna                                                 $69,572

Olympic Steel                                         $62,252

Georgia Plating                                       $55,207

WRI/Atlanta Park LP                                   $53,708

CBIZ Accounting                                       $51,515

Wico Metal Products                                   $48,990

GEXPRO                                                $47,121

Ogihara America                                       $41,265

Georgia Power Co.                                     $40,790

Tubular Steel Inc.                                    $39,770

The petition was signed by Rory Sanderson, CEO of the company.


SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating on $300 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD; 75%) rating to
SandRidge Energy, Inc.'s pending $300 million senior unsecured
note offering.  Moody's also affirmed SD's B2 Corporate Family
Rating, B2 Probability of Default Rating, and B3 senior unsecured
note rating.  The LGD point estimates were changed to LGD5; 75%
from LGD 5; 70%.  The rating outlook remains stable.

"The affirmation reflects SandRidge's delivery of the expected
greatly improved liquidity, modestly reduced leverage, and
positive production trends that had already been built into the
ratings", commented Andrew Oram, Moody's Vice President.
Liquidity is improved by the pending note offering.  Both
liquidity and leverage are improved with the combination of an
April $108 million offering of common stock, the announced $60
million East Texas property sale and potential $200 million
midstream asset sale, and the first quarter $243 million preferred
stock offering.

The proceeds from these transactions have and will be used to pay
off nearly all of SD previously heavy bank revolver borrowings.
These transactions also demonstrate a willingness and ability to
issue equity and near equity to maintain balance sheet integrity.

SD drillbit productivity has been steady so far, driving a rising
sequential quarter production trend.  However, this trend was
supported by very heavy 2008 and first quarter 2009 drilling and
development spending.  Accordingly, it may take a few quarters to
discern how the production trend responds to sharply curtailed
capital spending.  Budgeted 2009 capital spending is roughly one
quarter to one third of 2008 levels.  Furthermore, the sharply
reduced drilling program also implies that drilling risk will be
statistically less diversified during 2009.

The B2 CFR and stable outlook reflect SD's high leverage relative
to its peers and a risk of substantial capital dissipation if its
comparatively undiversified exploration and development program
disappoints.  Though posting positive operating trends overall,
production in particular, the principle rating restraints are a
still small production scale, the comparative reliance on one
geologic play for sustained drilling success and production
growth, and high leverage on production and on proven developed
and total proven reserves.  Debt / daily production has been
rising quarterly.  However, pro-forma for the equity offering and
non-producing asset sales, leverage on production would decrease.
The path of this important metric will also partly be a function
of the relative productivity of SD capital spending program.

However, the ratings are supported by a strong industry-seasoned
management team, previous strong front-end equity funding that
underpinned SD's large accelerated drilling program in the
established Pinon Field and comparatively strong drilling results
and sustained sequential quarter production gains.  While SD's
intense concentration on the geologically complex West Texas
Overthrust belt limits drilling risk diversification, this
concentration also accelerates its move up the learning curve of
that complex petroleum system.  Performance is enhanced further by
its ownership of the rig fleet it employs and by the fact that it
is the operator of the high majority of its properties.

The last rating action was on May 14, 2008 when Moody's affirmed
the existing debt ratings for SD's with a stable outlook and rated
its new note issue.

SandRidge Energy, Inc. is headquartered in Oklahoma City,
Oklahoma.


SANDRIDGE ENERGY: S&P Assigns 'B-' Rating on $300 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating and '5' recovery rating (indicating S&P's expectation of
10%-30% principal recovery in the event of default) to oil and gas
exploration and production company SandRidge Energy Inc.'s
proposed $300 million senior unsecured note issuance.  SandRidge's
corporate credit rating is 'B' and the outlook is stable.  As of
March 31, 2009, Oklahoma City-based SandRidge had $2.4 billion in
balance sheet debt.

"The ratings on SandRidge reflect its highly leveraged financial
profile and geographic concentration in the Pinon Field in West
Texas, as well as S&P's expectation that near-term natural gas
prices will remain weak," said Standard & Poor's credit analyst
David Lundberg.  SandRidge's competitive finding and development
costs, strong hedge positions, and experienced management team
only partially offset the weaknesses.

The outlook is stable.  The company's recent actions alleviate
many of S&P's previous liquidity concerns, making a negative
ratings action less likely.  Nonetheless, S&P would consider a
negative action if credit measures or liquidity unexpected worsen,
perhaps due to a significant further fall in natural gas prices or
increase in capital expenditures.  S&P could consider raising the
outlook to positive if financial leverage moderates from current
levels (particularly if debt/EBITDA falls to less than 4x and
EBITDA/interest stays above the mid 3x area) and S&P remains
confident that the company will maintain sufficient liquidity to
execute its business plan in the near-to-intermediate term.


SCUBA TECH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Scuba Tech, Inc.
        130 Aqua Alley
        Holly Ridge, NC 28445

Bankruptcy Case No.: 09-03877

Chapter 11 Petition Date: May 11, 2009

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

Debtor's Counsel: Algernon L. Butler, Jr., Esq.
                  Butler & Butler, L.L.P.
                  Post Office Box 38
                  Wilmington, NC 28402
                  Tel: (910) 762-1908
                  Fax: (910) 762-9441
                  Email: aprilch@bellsouth.net

Total Assets: $1,192,406

Total Debts: $2,313,577

According to its schedules of assets and liabilities, $420,936 of
the debt is owing to secured creditors, $25,962 for taxes owed to
governmental units, and the remaining debt to creditors holding
unsecured nonpriority claims.

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

          http://bankrupt.com/misc/nceb09-03877.pdf

The petition was signed by James A. Singleton III, president of
the Company.


SEAHAWK PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Seahawk Properties, LLC
        PO Box 12350
        Wilmington, NC 28405-0110

Bankruptcy Case No.: 09-03869

Chapter 11 Petition Date: May 11, 2009

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

Judge: J. Rich Leonard

Debtor's Counsel: T. Allen Gardner, Jr., Esq.
                  P. O. Box 566
                  Louisburg, NC 27549
                  Tel: (919) 496-6003
                  Fax: (919) 496-4270
                  Email: lynn@normanandgardner.com

Total Assets: $1,176,500

Total Debts: $808,135

According to its schedules of assets and liabilities, $757,289 of
the debt is owing to secured creditors and the remaining debt to
creditors holding unsecured nonpriority claims.

A full-text copy of the Debtor's petition, including its list of 2
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/nceb09-03869.pdf

The petition was signed by Archie S. Raynor, Jr., manager of the
Company.


SEEQPOD INC: Seeks to Sell Part of Firm to Microsoft
----------------------------------------------------
SeeqPod Inc. CEO Kasian Franks has confirmed to Wired.com that the
Company was negotiating with Microsoft on a sale of part of the
Company.

Mr. Franks, according to Wired.com, said that SeeqPod "has been in
talks with Microsoft for the last year."  Other parts of SeeqPod's
search engine could be sold off to other parties, Wired.com
states, citing Mr. Franks.

Mr. Franks said that the new plan is to sell the "core code" to a
large company like Microsoft, and for the current team of SeeqPod
developers to offer support to companies use or license that code,
Wired.com relates.

Saratoga, California-based SeeqPod, Inc., is a "playable media"
search service that many music sites use as the foundation for
their core offering.  The Company filed for Chapter 11 bankruptcy
protection on March 30, 2009 (Bankr. N.D. Calif. Case No. 09-
52226).  Scott L. Goodsell, Esq., at Campeau, Goodsell Smith,
assists the Company in its restructuring efforts.  The Company
listed $1,000,001 to $10,000,000 in assets and $1,000,001 to
$10,000,000 in debts.


SEMGROUP LP: Judge Halts Catsimatidis Suit vs. Management
---------------------------------------------------------
According to Bloomberg, the U.S. Bankruptcy Court for the District
of Delaware has entered an order granting a temporary injunction
against John A. Catsimatidis and his associates, enjoining him
from proceeding with a lawsuit he filed in federal district court
in Tulsa, Oklahoma against SemGroup CEO Terrence Ronan.

The bankruptcy judge, according to Bloomberg's Bill Rochelle,  was
careful to say he wasn't deciding who's entitled to control the
direction of the bankruptcy.

In its complaint, SemGroup alleged that Mr. Catsimatidis, the
owner of Girstedes' Supermarkets and United Refining Company, is
attempting to acquire SemGrroup not through the well established
bidding process, which is open, transparent, and orderly, but by
trying to seize control of the management committee of SemGroup's
general partner to force through his own self-interested proposal.
SemGroup also alleged that that (i) Mr. Catsimatidis has blatantly
and openly violated material terms of their confidentiality
agreement by making public announcements regarding the Debtors'
reorganization and attempting to influence or control the Debtors'
management (ii) he has attempted to hijack and control
management's reorganization efforts by publicly proclaiming that
he himself would reorganize the Debtors.

According to SemGroup, after filing the adversary proceeding,
Mr. Catsimatidis and other defendants initially indicated their
desire to be more cooperative with the Debtors.  In reliance on
their representations, the Debtors agreed to several extensions of
the Defendants' answer deadline.  However, without prior notice,
the Defendants file a separate suit on April 2, 2009 in federal
district court in Tulsa, Oklahoma against SemGroup CEO Terrence
Ronan.  The Defendants' lawsuit seeks, among other things, a
declaratory judgment that they have "the authority to direct the
actions of Defendant Ronan with respect to any and all bankruptcy
issues," and that "Ronan does not have the authority to act
without supervision, direction and corporate governance of the
Management Committee."

In that light, the Debtors on April 3, 2009, filed before the
Bankruptcy Court a motion for preliminary injunction ordering the
Mr. Catsimatidis and other defendants in the adversary proceeding
to (i) cease and desist from further violations of the
Confidentiality Agreement; (ii) withdraw from their positions on
the Management Committee and (iii) refrain from continuing to
obstruct the bankruptcy process.  According to SemGroup,
Mr. Catsimatidis is attempting to use the Oklahoma court to
control SemGroup's CEO and the reorganization process.

A copy of SemGroup's Injunction Motion is available for free at:

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

A copy of SemGroup's complaint is available for free at:

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

                          About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SOLUTIA INC: Appeals Order on Nitro Claimants' $267,745 Claim
-------------------------------------------------------------
Solutia Inc. has taken appeal under Section 158(a) of the
Judiciary and Judicial Procedure Code and F.R.B.P. Rule 8001(a) to
the U.S. District Court for the Southern District of New York from
the March 24 final order entered by Bankruptcy Judge Prudence
Carter Beatty granting the Nitro, West Virginia Tort Claimants'
application for payment and reasonable fees and expenses.

Judge Beatty held that the Nitro, West Virginia Tort Claimants
have an allowed $267,745 administrative expense claim pursuant to
Section 503(b)(4) of the Bankruptcy Code.

In her memorandum decision, Judge Beatty found that the Nitro
Claimants did make a substantial contribution to Solutia's
bankruptcy cases within the meaning of Section 503(b) of the
Bankruptcy Code in connection with the drafting of the Disclosure
Statement and the Plan for which compensation should be allowed.

Judge Beatty said it was clear from the outset of the Chapter 11
filings that any plan would have to deal with the Debtors'
inherited liabilities for environmental damage and personal
injuries due to exposure to various chemical products.  The issues
raised by the Nitro Claimants were ones that affected the holders
of all of the thousands of tort claimants, Judge Beatty said.

The services rendered by the Nitro Claimants' attorneys were ones
that the Debtors' attorneys were unwilling to perform.  They did
not necessarily enlarge the administrative expenses in these
cases.  The clarifications to the Plan that resulted produced an
actual benefit to the Debtors, the creditors, and to stockholders,
Judge Beatty stated.

Solutia wants the District Court to determine:

   (a) Whether the United States Bankruptcy Court for the
       Southern District of New York erred when it granted the
       Nitro Tort Claimants' Application.

   (b) Whether the Bankruptcy Court erred in finding that the
       Nitro Tort Claimants made a substantial contribution
       within the meaning of Section 503(b) of the Bankruptcy
       Code.

   (c) Whether the Bankruptcy Court erred in finding that the
       Nitro Tort Claimants' actions led directly to tangible
       benefits to the creditors, Debtors or estates.

   (d) Whether the Bankruptcy Court erred in finding that the
       Nitro Tort Claimants' actions were not designed primarily
       to serve their own interest.

   (e) Whether the Bankruptcy Court erred in finding that the
       Nitro Tort Claimants' actions were not duplicative of
       services performed by others.

In a separate filing, the Nitro Tort Claimants designated certain
additional items to be included in the record on appeal from the
Nitro Payment Order.

The Debtors also filed a copy of the cover sheet of the appeal,
which has been assigned to Judge Thomas P. Griesa in the United
States District Court for the Southern District of New York, Case
No. 09-04145.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

According to the TCR on April 6, S&P said its ratings and outlook
on Solutia (B/Watch Neg/--) remain unchanged following Solutia's
announcement that it has entered into a definitive agreement to
sell its nylon business to an affiliate of SK Capital Partners II
L.P., a New York-based private equity firm.  The transaction is
expected to close in the second quarter of 2009.


SOLUTIA INC: Discloses Status of Litigation as of March 2009
------------------------------------------------------------
Timothy J. Spihlman, vice president and controller of Solutia
Inc., disclosed in the company's quarterly report for period
March 31, 2009, on Form 10-Q filed with the U.S. Securities and
Exchange Commission, the status of litigations involving the
company.

                       Legacy Tort Claims

Except for the potential effect of an unfavorable outcome with
respect to Solutia's Legacy Tort Claims litigation, Solutia
opines that the aggregate of all claims and lawsuits will not
have a material adverse impact on the Company's financial
statements, according to Mr. Spihlman.

Pursuant to the Amended and Restated Settlement Agreement
effective February 28, 2008, entered into by Solutia and Monsanto
Company in connection with Solutia's emergence from Chapter 11,
Monsanto is responsible to defend and indemnify Solutia for any
Legacy Tort Claims as that term is defined in the agreement,
while Solutia retains responsibility for tort claims arising out
of exposure occurring after the Solutia Spinoff.

Solutia or Flexsys have been named as defendants in certain
actions, and have submitted the matters to Monsanto as Legacy
Tort Claims.  However, to the extent these matters relate to post
Solutia Spinoff exposure or these matters are not within the
meaning of "Legacy Tort Claims" within the Monsanto Settlement
Agreement, Solutia would potentially be liable, Mr. Spihlman
said.

All claims in the Flexsys tort litigation matters concern alleged
conduct occurring while Flexsys was a joint venture of Solutia
and Akzo Nobel, and any potential damages in these cases would be
evenly apportioned between Solutia and Akzo Nobel.  In addition
to the actions, Monsanto has sought indemnity from Solutia for
certain tort and workers' compensation claims in which Monsanto
has been named a defendant.  Solutia have rejected that demand
pursuant to the Monsanto Settlement Agreement.  There are no
pending legal actions regarding these alleged indemnification
rights, Mr. Spihlman related.

According to Mr. Spihlman, the tort litigation matters are:

(1) Putnam Country, West Virginia Litigation

In December 2004, a purported class action lawsuit was filed in
the Circuit Court of Putnam County, West Virginia against
Flexsys, Pharmacia Corporation, Monsanto and Akzo Nobel alleging
exposure to dioxin from Flexsys' Nitro, West Virginia facility,
which is now closed.  The relevant production activities at the
facility occurred during Pharmacia's ownership and operation of
the facility and well before the creation of the Flexsys joint
venture between Pharmacia -- then known as Monsanto, whose
interest was subsequently transferred to Solutia in the Solutia
Spinoff -- and Akzo Nobel.  The plaintiffs are seeking damages
for loss of property value, medical monitoring and other
equitable relief.

Beginning in February 2008, Flexsys, Monsanto, Pharmacia, Akzo
Nobel and another third party were named as defendants in
approximately 75 individual lawsuits, and Solutia was named in
two individual lawsuits, filed in Putnam County, West Virginia,
by residents of that county.  The largely identical complaints
allege that the residents were exposed to potentially harmful
levels of dioxin particles from the Nitro facility.  Plaintiffs
did not specify the amount of their alleged damages in their
complaints.

(2) Escambia County, Florida Litigation

On June 6, 2008, a group of approximately 50 property owners and
business owners in the Pensacola, Florida area filed a lawsuit in
the Circuit Court for Escambia County, Florida against Monsanto,
Pharmacia, Solutia, and the plant manager at Solutia's Pensacola
plant.

The lawsuit, entitled John Allen, et al. v. Monsanto Company, et
al., alleges that the defendants are responsible for elevated
levels of PCBs in the Escambia River and Escambia Bay due to past
and allegedly continuing releases of PCBs from the Pensacola
plant.  The plaintiffs seek (i) damages associated with alleged
decreased property values caused by the alleged contamination,
and (ii) remediation of the alleged contamination in the
waterways.  The plaintiffs did not specify the amount of their
alleged damages in their complaints.

(3) St. Clair County, Illinois Litigation

In February 2009, a purported class action lawsuit was filed in
the Circuit Court of St. Clair County, Illinois, against Solutia,
Pharmacia, Monsanto, and two other unrelated defendants alleging
the contamination of their property from PCBs, dioxins, furans,
and other alleged hazardous substances emanating from the
defendants' facilities in Sauget, Illinois, including Solutia's
W.G. Krummrich site in Sauget.

The proposed class is comprised of residents who live within a
two-mile radius of the Sauget facilities.  The plaintiffs are
seeking damages for medical monitoring and the costs associated
with remediation and removal of alleged contaminants for their
property.  The plaintiffs have not identified a specific amount
of alleged damages in their complaint.

Upon assessment of the terms of the Monsanto Settlement Agreement
and other defenses available to us, Solutia believes the
probability of an unfavorable outcome on the Putnam County, West
Virginia, Escambia County, Florida, and St. Clair County,
Illinois litigation is remote and, accordingly, has not recorded
a loss contingency.  Nonetheless, if it were subsequently
determined these matters are not within the meaning of "Legacy
Tort Claims," as defined in the Monsanto Settlement Agreement, or
other defenses to us were unsuccessful, it is reasonably possible
Solutia would be liable for an amount which cannot be estimated
but which could have a material adverse effect on its
consolidated financial statements.

        Solutia Inc. Employees' Pension Plan Litigation

Since October 2005, current or former participants in Solutia's
Plan have filed three class actions alleging the Company's cash
balance pension plan is discriminatory based upon age and the
lump sum values of individual account balances in the Solutia
Plan have been, and continue to be, miscalculated.

Neither Solutia, nor any individual or entity other than the
Solutia Plan has been named as a defendant in any of these cases.
However, a judgment against the Solutia Pension Plan could result
in an increase in the Company's contributions to the Plan,
according to Mr. Spihlman.

Two of these cases, captioned Davis, et al. v. Solutia, Inc.
Employees' Pension Plan and Hammond, et al. v. Solutia, Inc.
Employees' Pension Plan, are still pending against the Solutia
Plan, and were consolidated in September 2006 with similar cases
pending in the Southern District of Illinois against Monsanto
Company and Monsanto Company Pension Plan (Walker et al. v. The
Monsanto Pension Plan, et al.) and Pharmacia Cash Balance Pension
Plan, Pharmacia Corporation, Pharmacia and Upjohn, Inc., and
Pfizer Inc. (Donaldson v. Pharmacia Cash Balance Pension Plan, et
al.).

A Consolidated Class Action Complaint was filed by all of the
plaintiffs in the consolidated case on September 4, 2006.  The
plaintiffs alleged in the Complaint three separate causes of
action against the Solutia Plan: (i) the Plan violates ERISA by
terminating interest credits on Prior Plan Accounts at the age of
55; (ii) the Plan is improperly backloaded in violation of ERISA;
and (iii) the Plan is discriminatory on the basis of age.

The plaintiffs seek to obtain injunctive and other equitable
relief on behalf of themselves and the nationwide putative class
of similarly situated current and former participants in the
Solutia Plan.  The court has dismissed the plaintiffs' claims
that the Solutia Plan is improperly backloaded in violation of
ERISA, and that the Plan is discriminatory on the basis of age,
Mr. Spihlman related.

By consent of the parties, the court certified a class in
September 2007 against the Solutia Plan only with respect to the
plaintiffs' claim that the Plan violates ERISA by terminating
interest credits on Prior Plan Accounts at the age of 55.
Discovery has been completed, and the parties filed their motions
for summary judgment with respect to liability in July 2008.  The
motions are pending, and a decision on liability is expected
sometime in the first half of 2009.  The amount of a potential
loss, if any, is not currently determinable, Mr. Spihlman said.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The Company and 15 debtor-affiliates filed for Chapter 11
protection on December 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On February 14, 2006, the Debtors filed their Reorganization Plan
& Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on October 19, 2007.  On October 22,
2007, the Debtor re-filed a Consensual Plan & Disclosure Statement
and on November 29, 2007, the Court confirmed the Debtors'
Consensual Plan.  Solutia emerged from Chapter 11 protection
February 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq.,